8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 2015

Global Geophysical Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-34709 (Commission File Number)	05-0574281 (IRS Employer Identification No.)
13927 South Gessner Road Missouri City, TX (Address of principal executive offices)		77489 (Zip Code)

Registrant's telephone number, including area code:   (713) 972-9200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

As previously reported, on March 25, 2014, Global Geophysical Services, Inc. (the “Company”) and certain of its subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Corpus Christi Division (the “Court”).  On November 3, 2014, the Debtors filed with the Court the Second Amended Joint Chapter 11 Plan of Reorganization of Global Geophysical Services, Inc. and its Debtor Affiliates, as Reformed [Docket No. 751] (including all other exhibits and schedules thereto, as amended, supplemented or modified from time to time, the “Plan”).  A copy of the Plan is attached as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated by reference herein.  Capitalized terms used but not defined in this Current Report on Form 8-K shall have the meanings given to them in the Plan.

On February 6, 2015 (the “Confirmation Date”), the Court entered an order [Docket No. 987] (the “Confirmation Order”) confirming the Plan.  A copy of the Confirmation Order is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On February 9, 2015 (the “Effective Date”), the Debtors completed their financial restructuring and emerged from Chapter 11 through a series of transactions contemplated by the Plan, and the Plan became effective pursuant to its terms.  The material features of the Plan include, among other things:

· A reorganization, as contemplated by the Second Amended and Restated Backstop Conversion Commitment Agreement, dated as of October 31, 2014 (the “Backstop Agreement”), by and among the Debtors, GGS Holdings (as defined below) and certain lenders under the DIP Credit Facility (the “Backstop Parties”), pursuant to which, among other things, (i) the Company formed Global Geophysical Services, LLC, a Delaware limited liability company (“GGS Holdings”), as a wholly owned subsidiary and (ii) as of the Effective Date, the Company became a wholly owned subsidiary of GGS Holdings (the “Reorganization”);

· A rights offering (the “Rights Offering”), which was fully backstopped by the conversion of certain Claims under the DIP Credit Facility as discussed in the immediately following bullet, with respect to GGS Holdings New Common Units, pursuant to which GGS Holdings issued and made available for delivery 804,662 New Common Units to certain Accredited Investors that held Financial Claims and subscribed to the Rights Offering;

· The conversion of certain Claims under the DIP Credit Facility into GGS Holdings New Common Units and the issuance of New Common Units to the Backstop Parties in satisfaction of the Commitment Premium under the Backstop Agreement;

· The termination, on the Effective Date, of the DIP Credit Facility, and the release of liens, security interests and guaranties related thereto;

· The execution of the Exit Credit Facilities (including the First Lien Credit Agreement and the Second Lien Credit Agreement) as of the Effective Date, as discussed more fully below;

· The cancellation of Class 4A and Class 4B Financial Claims on the Effective Date, with the holders thereof receiving their pro rata portion of 1,195,158 New Common Units and 1,111,111 Warrants;

· The provision of a cash distribution equal to $3.25 million to holders of Trade Claims;

· The implementation and administration of the New Emergence MIP, which will occur after the Effective Date; and

· The cancellation of all existing equity interests in the Company, both common and preferred, on the Effective Date, with the holders thereof receiving no distribution with respect thereto.

The foregoing is a summary of the material matters that occurred either pursuant to or in connection with the confirmation, implementation and effectiveness of the Plan.  This summary only highlights certain of the substantive provisions of the Plan and is not intended to be a complete description of, or a substitute for a full and complete reading of, the Plan.  This summary is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 2.2.

The Plan shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not otherwise subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.  The Plan may not contain information suitable for making an investment decision with respect to securities of the Company.

Item 1.01  Entry into a Material Definitive Agreement

Exit Credit Agreements

On February 9, 2015, the Company and certain of its affiliates entered into Exit Credit Facilities in accordance with the Plan, including (i) a First Lien Credit Agreement (the “First Lien Credit Agreement”) by and among the Company, GGS Holdings and all domestic subsidiaries thereof and certain foreign subsidiaries thereof, as guarantors, Morgan Stanley Senior Funding, Inc., as lender, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, which includes a revolving credit facility providing for revolving loans in an aggregate principal amount of up to $25,000,000 and a term loan facility providing for term loans in an aggregate principal amount of $60,000,000, and (ii) a Second Lien Credit Agreement (the “Second Lien Credit Agreement,” and together with the First Lien Credit Agreement, the “Exit Credit Agreements”), by and among the Company, GGS Holdings and all domestic subsidiaries thereof and certain foreign subsidiaries thereof, as guarantors, the holders of DIP Loan Claims, as lenders, and Wilmington Trust, National Association, as administrative agent and collateral agent, providing for a term loan facility in an aggregate principal amount of approximately $32,100,000.  The Exit Credit Agreements were entered into for the purposes of (i) consummating the Plan in accordance with its terms, (ii) funding certain fees and expenses associated with the financing and consummation of the Plan, (iii) refinancing the DIP Credit Facility and (iv) providing working capital and funding other general corporate purposes of the Company.

Under the First Lien Credit Agreement, the term loan will accrue interest at a rate equal to 12.5% per annum and revolving loans will accrue interest at a rate equal to, for any day, 9% per annum with respect to any outstanding revolving loans and 0.75% per annum with respect to any undrawn amounts available under the revolving credit facility.  The First Lien Credit Agreement will mature 24 months from the Effective Date, with a one-time option for the Company to extend the maturity date by up to an additional three months, subject to payment of an extension fee and satisfaction of certain other requirements.  The obligations under the First Lien Credit Agreement are secured by a security interest granted to the lenders in substantially all of the assets of the Company and the guarantors.  The First Lien Credit Agreement contains customary affirmative and negative covenants, as well as customary events of default, subject to customary cure periods for certain events of default.  A fee equal to 3.0% of the total facility size was paid in cash on the Effective Date and a fee of 3.0% of the total facility size is payable in cash upon repayment.

Under the Second Lien Credit Agreement, term loans will accrue interest at a rate equal to 15.5% per annum, payable in kind.  The Second Lien Credit Agreement will mature 30 months from the Effective Date.  The obligations under the Second Lien Credit Agreement are secured by a perfected second lien security interest in all of the assets securing the First Lien Credit Agreement, subject to the terms and conditions of an intercreditor agreement with the agent under the First Lien Credit Agreement.  The Second Lien Credit Agreement contains customary affirmative and negative covenants, as well as customary events of default, subject to customary cure periods for certain defaultsand set-offs to the covenants and events of default in the First Lien Credit Agreement. A commitment premium equal to $1.2 million was added to the aggregate principal amount of the obligations under the Second Lien Credit Agreement.

The foregoing summary is qualified in its entirety by reference to the forms of the First Lien Credit Agreement and the Second Lien Credit Agreement, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Warrant Agreement

On the Effective Date, GGS Holdings entered in that certain Warrant Agreement, dated as of February 9, 2015, by and among Computershare Inc. and Computershare Trust Company, N.A., as warrant agent, and GGS Holdings.  Pursuant to the Warrant Agreement, GGS Holdings will issue warrants that will entitle holders of Financial Claims to purchase up to 1,111,111 New Common Units of GGS Holdings, subject to the terms and conditions of the Warrant Agreement.

Item 1.02  Termination of a Material Definitive Agreement

As previously disclosed,on April 14, 2014, the Company, as borrower, and certain subsidiaries of the Company, as guarantors, entered into a Financing Agreement (as amended from time to time, the “DIP Credit Facility”) with the lenders from time to time party thereto, and Wilmington Trust, National Association, as administrative agent for the lenders and as collateral agent.  In accordance with the Plan, on the Effective Date, the DIP Credit Facility was terminated, the liens, security interests and guaranties related thereto were terminated, released and discharged, and the Term A Loans and Term B Loans (as defined therein) were fully satisfied and discharged in connection with the entry into the Second Lien Credit Agreement and the conversion of certain Claims into New Common Units pursuant to the Backstop Agreement.

Item 1.03  Bankruptcy or Receivership

On February 6, 2015, the Court entered the Confirmation Order confirming the Plan.  Copies of the Confirmation Order and the Plan are attached hereto as Exhibits 2.1 and 2.2, respectively, and are incorporated by reference herein.  The disclosure contained in the Explanatory Note with respect to the Plan is also incorporated by reference into this Item 1.03.

On the Effective Date, the Debtors completed their financial restructuring and emerged from Chapter 11 through a series of transactions contemplated by the Plan, including the issuance of 9,909,000 New Common Units and 1,111,111 Warrants by GGS Holdings on the Effective Date, and the Plan became effective pursuant to its terms.

In accordance with the Plan, (i) all existing equity interests in the Company, both common and preferred, were cancelled and extinguished on the Effective Date, with the holders thereof receiving no distribution with respect thereto, (ii) the Company issued 1,000 shares of New Common Stock to GGS Holdings and became a wholly owned subsidiary of GGS Holdings pursuant to the Reorganization, (iii) holders of Financial Claims will receive 1,195,158 New Common Units and 1,111,111 Warrants issued by GGS Holdings, (iv) GGS Holdings issued 804,662 New Common Units to subscribing Eligible Participants pursuant to the Rights Offering and (v) GGS Holdings issued New Common Units to the Backstop Parties in connection with the conversion of certain Claims under the DIP Credit Facility and the related commitment fee under and pursuant to the Backstop Agreement.

Information as to the assets and liabilities of the Company and the other Debtors as of December 31, 2014 is included in the Monthly Operating Report filed with the Court and filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2015 and is incorporated by reference herein.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 above with respect to the Exit Credit Agreements is hereby incorporated by reference into this Item 2.03.

Item 3.02  Unregistered Sales of Equity Securities

In connection with the consummation of the Plan and as part of the Reorganization, the Company issued 1,000 shares of New Common Stock to GGS Holdings and became a wholly owned subsidiary of GGS Holdings.  In accordance with the Plan, the New Common Stock was issued in reliance upon the exemption set forth in Section 4(a)(2) of the Securities Act.

Item 5.01  Changes in Control of Registrant

On the Effective Date, the Company became a wholly owned subsidiary of GGS Holdings.The disclosure contained in the Explanatory Note and Item 1.03 with respect to the cancellation of the Company’s previously outstanding common and preferred stock, the Reorganization and the issuance of the New Common Stock to GGS Holdings is incorporated by reference into this Item 5.01.  In addition, the disclosure contained in Item 5.02 concerning the change in the directors of Reorganized GGS as of the Effective Date is incorporated by reference into this Item 5.01.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As of the Effective Date, as provided in the Plan, the members of the Company’s board of directors prior to the Effective Date (other than Richard C. White) ceased to be directors of Reorganized GGS.  The initial members of our new board of directors will be appointed by GGS Holdings in accordance with the Backstop Agreement, Plan and Confirmation Order.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K and the exhibits hereto may contain forward-looking statements.  Actual results may differ materially from the results suggested by these forward-looking statements.  Readers are referred to the documents filed by the Company with the Commission which further identify the important risk factors that could cause actual results to differ materially from the forward-looking statements in this Current Report on Form 8-K and the exhibits hereto.  The Company disclaims any obligations to update any forward-looking statements.

Item 9.01  Financial Statements and Exhibits

(d)  Exhibits

Exhibit Number	Description
2.1	Findings of Fact, Conclusions of Law and Order Confirming Second Amended Joint Chapter 11 Plan of Reorganization of Global Geophysical Services, Inc. and its Debtor Affiliates, as Reformed [Docket No. 987], as confirmed by the United States Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, on February 6, 2015.
2.2	Second Amended Joint Chapter 11 Plan of Reorganization of Global Geophysical Services, Inc. and its Debtor Affiliates, as Reformed [Docket No. 751], as filed with the United States Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, on November 3, 2014.
10.1	Form of First Lien Credit Agreement.
10.2	Form of Second Lien Credit Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Global Geophysical Services, Inc.
Dated: February 9, 2015	/s/ SEAN M. GORE
	Sean M. Gore
	Senior Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
2.1	Findings of Fact, Conclusions of Law and Order Confirming Second Amended Joint Chapter 11 Plan of Reorganization of Global Geophysical Services, Inc. and its Debtor Affiliates, as Reformed [Docket No. 987], as confirmed by the United States Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, on February 6, 2015.
2.2	Second Amended Joint Chapter 11 Plan of Reorganization of Global Geophysical Services, Inc. and its Debtor Affiliates, as Reformed [Docket No. 751], as filed with the United States Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, on November 3, 2014.
10.1	Form of First Lien Credit Agreement.
10.2	Form of Second Lien Credit Agreement.

EX-2.1

Exhibit 2.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

CORPUS CHRISTI DIVISION

	§
In re	§	Chapter 11
	§
AUTOSEIS, INC., et al.,1	§	Case No. 14-20130
	§
Debtors.	§	Jointly Administered
­	§

FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER

CONFIRMING SECOND AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF GLOBAL GEOPHYSICAL SERVICES, INC. AND ITS DEBTOR AFFILIATES, AS REFORMED

Global Geophysical Services, Inc. (“GGS” or the “Company”) and its debtor affiliates, as debtors-in-possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), proposed and filed the Second Amended Joint Plan of Reorganization of Global Geophysical Services, Inc. and its Debtor Affiliates, as Reformed [Dkt. No. 751] (including the Plan Supplement (as defined below) and all other exhibits and schedules thereto, as has been or may be amended, supplement or modified from time to time in accordance with its terms, the “Plan”)2 dated October 31, 2014, and filed with the Court on November 3, 2014, a copy of which is annexed hereto as Exhibit A, and those certain supplements to the Plan, dated and filed with the Court on December 2, 2014 (as the documents contained therein have been or may be further amended or supplemented, the “Plan Supplement”); and the Court on October 15, 2014 having entered the Order Approving Debtors’ Motion for (A) Authority to Enter Into Backstop Conversion Commitment Agreement and (B) To Approve (i) the Bidding Procedures Contained

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1 The Debtors in these chapter 11 cases are:  Autoseis, Inc. (5224); Global Geophysical Services, Inc. (4281); Global Geophysical EAME, Inc. (2130); GGS International Holdings, Inc. (2420); Accrete Monitoring, Inc. (2256); and Autoseis Development Company (9066).

2 Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Plan. The rules of construction contained in section 102 of the Bankruptcy Code shall apply to this Confirmation Order.

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Therein, and (ii) Payment of Related Fees and Expenses [Dkt No. 663] (the “Backstop Conversion Commitment Order” and the underlying motion, the “Backstop Conversion Commitment Motion”); and the Court on October 15, 2014 having entered the Order (A) Approving Procedures for the Rights Offering and (B) Authorizing the Debtors to Conduct the Rights Offering in Connection with the Plan [Dkt No. 664] (the “Rights Offering Order” and the underlying motion, the “Rights Offering Motion”); and the Court on October 30, 2014 having entered the Order (A) Approving Disclosure Statement; (B) Fixing Voting Record Date; (C) Approving Solicitation Materials and Procedures for Distribution Thereof; (D) Approving Forms of Ballots and Establishing Procedures for Voting on the Plan; (E) Scheduling Hearing and Establishing Notice and Procedures for Filing Objections to (I) Confirmation of the Plan, and (II) Proposed Cure Amounts Related to Contracts Assumed; (F) Authorizing Amendments to the Plan and Disclosure Statement and Shortening Notice in the Event of an Alternative Transaction and (G) Granting Related Relief [Dkt No. 732] (the “Disclosure Statement Order” and the underlying motion, the “Disclosure Statement Motion”), which, among other things, approved for solicitation the Second Amended Disclosure Statement for the Joint Chapter 11 Plan of Reorganization, as Reformed (including all other exhibits and schedules thereto, as amended, supplement or modified from time to time in accordance with its terms, the “Disclosure Statement”) and certain procedures for soliciting votes to accept or reject the Plan (the “Solicitation Procedures”); and the Court on November 21, 2014 having entered the Agreed Order and Stipulation Extending Certain Confirmation-Related Deadlines and Hearing Date [Dkt No. 801] (the “Confirmation and Voting Extension Order”), which, among other things, rescheduled the hearing to consider confirmation of the Plan for December 19, 2014 at 9:00 a.m. (Central time) in Corpus Christi, Texas (as has been further extended or adjourned

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from time to time, the “Confirmation Hearing”); and the Debtors having filed the Notice of Adjournment of Confirmation Hearing [Dkt. No. 918], which adjourned the Confirmation Hearing to a date to be determined; and the Debtors having filed the Notice Regarding Scheduling the Confirmation Hearing [Dkt. No. 951], which provided that the Debtors would file and serve notice of the Confirmation Hearing not less than five (5) days before the Confirmation Hearing is scheduled to occur; and the Debtors having filed the Notice of Confirmation Hearing [Dkt. No. 959], which rescheduled the Confirmation Hearing for February 6, 2015 at 9:00 a.m. (Central time); and the Debtors having filed additional notices from time to time in advance of the Confirmation Hearing; and the Plan, Disclosure Statement and appropriate ballots for voting on the Plan (the “Ballots”), in the forms approved by the Disclosure Statement Order, having been duly transmitted to Holders of Claims entitled to vote on the Plan, namely, Classes 3A, 3B-3H, 4A, 4B and 5; and the Court having considered the Affidavits of Service filed of record in these Chapter 11 Cases, including the Affidavit of Service of Solicitation Materials of Prime Clerk LLC [Dkt. No. 779] the Debtors’ notice, claims, and subscription agent; and the Court having conducted the Confirmation Hearing starting on February 6, 2015; and the Court having considered each of (i) the Confirmation Direct Testimony Declarations;3 (ii) the Declaration of Christina Pullo of Prime Clerk, LLC Regarding the Solicitation of Votes and Tabulation of Ballots In Respect of the Second Amended Joint Plan of Reorganization of Global Geophysical Services, Inc. and its Debtor Affiliates, as Reformed and Results of the Debtors’ Rights Offering

____________________ 

3 The Confirmation Direct Testimony Declarations are: (a) Declaration of Jonathan Goulding in Support of Confirmation of the Second Amended Joint Plan of Reorganization of Global Geophysical Services, Inc. and its Debtor Affiliates, as Reformed Under Chapter 11 of the Bankruptcy Code (the “Goulding Declaration”) [Dkt. No. 975]; (b) Declaration of Sean Gore in Support of Confirmation of the Second Amended Joint Plan of Reorganization of Global Geophysical Services, Inc. and its Debtor Affiliates, as Reformed (the “Gore Declaration”)  [Dkt.  No. 971]; (c) Declaration of Anthony Caluori  in Support of Confirmation of Second Amended Joint Plan of Reorganization of Global Geophysical Services, Inc. and its Debtor Affiliates, as Reformed (the “Caluori Declaration”) [Dkt. No. 973] and (d) all other declarations and proffers of sworn testimony admitted into evidence at the Confirmation Hearing.

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[Dkt No. 972] (the “Voting and Rights Offering Declaration”), each as admitted into evidence at the Confirmation Hearing; (iii) the objections, to the extent not withdrawn or resolved, and the declarations filed in opposition to confirmation of the Plan, and (iv) the arguments of counsel, testimony and evidence presented at the Confirmation Hearing; and the Court being familiar with the Plan, the Disclosure Statement and other relevant factors affecting these Chapter 11 Cases; and the Court having taken judicial notice of the entire docket of the Chapter 11 Cases maintained by the Clerk of the Court and/or its duly appointed agent, and all pleadings and other documents filed, all orders entered, and evidence and arguments made, proffered, or adduced at the hearings held before the Court during the pendency of the Chapter 11 Cases; and the Court having found that due and proper notice has been given with respect to the Confirmation Hearing and the deadlines and procedures for filing objections to confirmation of the Plan in accordance with the Disclosure Statement Order and the Confirmation and Voting Extension Order, title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended, the “Bankruptcy Code”), the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the Bankruptcy Local Rules for the Southern District of Texas (the “Local Rules”), and all other applicable laws, rules, and regulations, in each case as established by the affidavits of service, mailing, and/or publication filed with this Court prior to the Confirmation Hearing (collectively, the “Notice Affidavits”); and the Court having heard the statements and arguments made by counsel in respect of confirmation of the Plan; and the Court having considered any and all objections to the Plan and its confirmation, and all such objections being consensually resolved or withdrawn, or overruled on the merits; and the appearance of all interested parties having been duly noted in the record of the Confirmation Hearing; and upon the record of the Confirmation Hearing, and after due deliberation thereon and good and sufficient cause appearing therefor,

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I.    FINDINGS OF FACT AND CONCLUSIONS OF LAW

IT IS HEREBY FOUND, DETERMINED, AND CONCLUDED THAT:

A.Findings and Conclusions.  The findings and conclusions set forth herein and in the record of the Confirmation Hearing constitute the Court’s findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules 7052 and 9014. To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

B.Jurisdiction, Venue and Core Proceeding (28 U.S.C. §§ 157(b)(2), 1334(a)).  The Court has jurisdiction over this matter and these Chapter 11 Cases pursuant to 28 U.S.C. § 1334. Approval of the Plan and matters provided in, implemented under or in connection with the Plan are core proceedings pursuant to 28 U.S.C. §§ 157(b). This Court has jurisdiction to enter a final order with respect thereto, and this Court’s exercise of such jurisdiction is constitutional in all respects. The Court has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed. Venue is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409. The Debtors are proper debtors under section 109 of the Bankruptcy Code, and the Debtors are proper proponents of the Plan under section 1121(a) of the Bankruptcy Code.

C.Chapter 11 Petitions. On March 25, 2014 (the “Petition Date”), each Debtor commenced a voluntary case under chapter 11 of the Bankruptcy Code in this Court (the “Chapter 11 Cases”). The Debtors are authorized to continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed pursuant to section 1104 of the Bankruptcy Code. A statutory committee of unsecured creditors (the “Committee”) has been appointed pursuant to section 1102 of the Bankruptcy Code. In accordance with an order of this Court, the Chapter 11 Cases are being jointly administered pursuant to Bankruptcy Rule 1015(b).

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D.Judicial Notice.  The Court takes judicial notice of the docket of the Chapter 11 Cases maintained by the Clerk of the Court, including4 all pleadings and other documents filed, all orders entered, and all evidence and arguments made, proffered, or adduced at the hearings held before the Court during the pendency of the Chapter 11 Cases.

E.Objections Overruled.  All parties have had a full and fair opportunity to litigate all issues raised by objections to confirmation of the Plan. Except as otherwise provided in this Confirmation Order, all unresolved objections, statements, informal objections, and reservations of rights, if any, related to the Solicitation Procedures, the Disclosure Statement, or the confirmation of the Plan, are OVERRULED on the merits.

F.Burden of Proof.  The Debtors have met their burden of proving all applicable elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of the evidence, which is the applicable evidentiary standard.  Each Debtor has met such burden.

G.Voting Classes.  The Classes of Claims entitled to vote to accept or reject the Plan (the “Voting Classes”) were as follows:

Class	Designation
3D-3H	Secured Capital Lease Claims
4A	Financial Claims (Eligible Participants and Investors)
4B	Financial Claims (other than Eligible Participants and Investors)
5	Trade Claims

___________________

4 For avoidance of doubt, as used in this Confirmation Order, the word “including” means “including, without limitation.”

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H.Class 3A Secured Amegy Claim.  Class 3A, the Secured Claim of Amegy Bank, N.A., was originally an Impaired Voting Class at the time the Plan was filed, but the Debtors, with the consent of Amegy, have modified the treatment of Amegy’s Claim, in the manner as set forth in paragraph 62 hereof, to provide that to the extent Amegy holds a secured claim, it will be reinstated and rendered Unimpaired.  With this modification, Class 3A is no longer entitled to vote on the Plan and is deemed to accept the Plan.

I.Class 3B Secured Capital Lease Claim of Cal First.  Class 3B, the Secured Claim of Cal First, was originally an Impaired Voting Class at the time the Plan was filed, but, prior to the Voting Deadline, was paid in full in the ordinary course by normal payments under its equipment lease.  Having been paid in full, Class 3B is no longer entitled to vote on the Plan and is deemed to accept the Plan.

J.Class 3C Secured Capital Lease Claim of Kubota.  The Holder of the Secured Kubota Claim in Class 3C, an Impaired Voting Class at the time the Plan was filed, did not vote to accept or reject the Plan.  The Debtors have elected to amend the Plan to reinstate and render Unimpaired the Allowed Class 3 Secured Kubota Claim in accordance with section 1124 of the Bankruptcy Code.  Class 3C is no longer entitled to vote on the Plan and is deemed to accept the Plan.

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K.Plan Solicitation.  Commencing on November 4, 2014, the Debtors, through their solicitation, ballot and subscription agent, Prime Clerk, LLC (“Prime Clerk”), caused the Plan (excluding the Plan Supplement), the Disclosure Statement and Disclosure Statement Order, the applicable Ballots, and the applicable notices (collectively, the “Solicitation Packages”) to be transmitted and served in compliance with sections 1125 and 1126 of the Bankruptcy Code, the Bankruptcy Rules (including Bankruptcy Rules 3017 and 3018), the Local Rules, the Disclosure Statement Order, all other applicable provisions of the Bankruptcy Code, the Securities Act and all other applicable rules, laws and regulations applicable to such solicitation.  See Affidavit of Service of Solicitation Materials of Christina Pullo [Dkt. No. 779]; Affidavit of Service of Jamar Vines [Dkt. No. 791]; Affidavit of Service of Jamar Vines [Dkt. No. 817].  The Solicitation Packages were transmitted to Holders of Claims in the Voting Classes. The instructions on the respective Ballots and the Disclosure Statement advised parties that (i) for a Ballot (or Master Ballot, as appropriate) to be counted with respect to Claims in Voting Classes, such Ballot would have to be properly completed, signed, and returned so that it was actually received by Prime Clerk by no later than 4:00 p.m. Central time on December 8, 2014.  Pursuant to the Confirmation and Voting Extension Order, the Voting Deadline, among other deadlines, was extended to December 12, 2014 at 4:00 p.m. Central time (the “Voting Deadline”) and notice of the extended Voting Deadline was duly provided to Holders of Claims in Voting Classes by Prime Clerk, as reflected in the Affidavit of Service of Prime Clerk dated November 25, 2014 [Dkt No. 823].  The periods in which the Debtors solicited acceptances to the Plan were reasonable periods of time for Holders of Claims in the Voting Classes to make an informed decision to accept or reject the Plan.

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L.The Secured Cal First Claim in Class 3B was paid in full prior to the Voting Deadline by normal monthly payments under Cal First’s equipment lease.  Cal First, having been paid in full in the ordinary course prior to the Voting Deadline, is therefore Unimpaired and presumed to have accepted the Plan.  Nor were the Debtors required to solicit votes from the Holders of Claims in Class 1 (Other Priority Claims), Class 2 (Secured Tax Claims), Class 3I (Other Secured Claims) or Class 8 (Subsidiary Equity Interests) (together with Class 3A (Secured Amegy Claim, discussed above), Class 3B and Class 3C, collectively, the “Unimpaired Claims”).  The Debtors also were not required to solicit votes from the Holders of Class 6 Subordinated Claims or Class 7 Equity Interests in GGS, as each such Class is deemed to reject the Plan.  Classes 6 and 7, together with the Unimpaired Claims, are collectively referred to as the “Non-Voting Classes.”   As described in, and as evidenced by, the Affidavits of Service of Prime Clerk, the transmittal and service of the Solicitation Packages (the “Plan Solicitation”) was timely, adequate and sufficient under the circumstances and no other or further notice was or shall be required. The Solicitation of votes on the Plan complied with the Solicitation Procedures, was appropriate and satisfactory based upon the circumstances of the Chapter 11 Cases, was conducted in good faith, and was in compliance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement Order, the Confirmation and Voting Extension Order, and any other applicable rules, laws, and regulations.

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M.Rights Offering Solicitation.  Pursuant to the Rights Offering Procedures approved by the Court under the Rights Offering Procedures Order, the Rights under the Rights Offering provided Eligible Participants—those Holders of Financial Claims as of the Rights Offering Record Date that certified their status as Accredited Investors by duly completing, executing, and delivering to the Rights Offering Subscription Agent a Certification Form certifying to that effect—the opportunity to subscribe and pay for an amount of New Common Units of Global Geophysical Services, LLC (“GGS Holdings”), a newly-formed limited liability company that will own 100 percent of the New Common Stock of the Company as a Reorganized Debtor as of the Effective Date, in accordance with the Rights Offering Procedures, the Rights Offering Procedures Order and the Backstop Conversion Commitment Agreement.  Prime Clerk served as the court-approved Subscription Agent for the Rights Offering.  The notice and service of the documents and materials in connection with the Rights Offering (the “Rights Offering Solicitation”) are evidenced by the Affidavits of Service of Prime Clerk filed of record in these Chapter 11 cases [see, e.g., Dkt. No. 699].  Prime Clerk served the Certification Form on Holders of Financial Claims on October 17, 2014.  The original deadline to return fully executed Certification Forms was November 7, 2014, but at the request of the Indenture Trustee, the Debtors, with the consent of the Investors and the Committee, extended the deadline to submit Certification Forms to November 14, 2014, as permitted under the Rights Offering Procedures Order.  From the duly executed and returned Certification Forms, Prime Clerk correctly identified the group of Holders of Financial Claims that were Eligible Participants.  Commencing on November 14, 2014, and pursuant to the Rights Offering Procedures, Prime Clerk served Eligible Participants with copies of the Rights Offering Procedures, the Rights Exercise Form, and related instructions, all which this Court approved previously under the Rights Offering Procedures Order.  The instructions on the respective Rights Exercise Form informed Eligible Participants that the Rights Offering will expire on Thursday, December 4.  Pursuant to the Confirmation and Voting Extension Order, the Court extended the Rights Offering expiration date, among other deadlines, to December 12, 2014 at 4:00 p.m. Central time (the “Rights Offering Expiration Date”) and Notice of the Rights Offering Expiration Date was duly provided to Eligible Participants by Prime Clerk, as reflected in the Affidavit of Service of Prime Clerk dated November 25, 2014 [Dkt No. 832].  The periods in which the Debtors and GGS Holdings solicited participation in the Rights Offering were reasonable periods of time for Eligible Participants to make an informed decision to participate in the Rights Offering and exercise Rights if they so elected.  The transmittal and service of the Rights Offering forms and materials was timely, adequate and sufficient under the circumstances and no other or further notice was or shall be required.  The Rights Offering Solicitation, including any waivers or extensions provided to eligible participants, complied with the Rights Offering Procedures and the Rights Offering Procedures Order, was appropriate and satisfactory based upon the circumstances of the Chapter 11 Cases, was conducted in good faith, and was in compliance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Rights Offering Procedures Order, the Rights Offering Procedures, the Securities Act, the Confirmation and Voting Extension Order, and any other applicable rules, laws, and regulations.  All parties in interest were provided with adequate notice regarding all aspects of the Rights Offering, including but not limited to the Rights Offering Procedures and the Rights Offering Solicitation, and were afforded an adequate opportunity to object thereto.

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N.Good Faith of the Solicitation Parties.  Bankruptcy Code section 1125(e) provides immunity and exculpation from liability under any applicable law, rule or regulation for persons that solicit acceptances or rejections of a plan, in good faith and in compliance with the applicable provisions the Bankruptcy Code, or that participate, in good faith and in compliance with the applicable provisions of the Bankruptcy Code, in the offer, issuance, sale or purchase of a security, offered or sold under a chapter 11 plan of a debtor, an affiliate of the debtor participating in a joint plan with the debtor, or of a new organized successor to the debtor under the plan.  The solicitation of acceptances or rejections of the Plan, the Rights, the Rights Offering, the New Common Units and the solicitation in connection with the Rights Offering all fall within the protection afforded under section 1125(e).  The Solicitation Parties and, to the extent applicable, GGS Holdings, and each of their directors, officers, managers, members, employees, attorneys, investment bankers, financial advisors, restructuring advisors and other professional advisors, representatives and agents, and their respective predecessors, successors, and assigns (collectively, the “Solicitation Exculpated Parties”) acted in good faith and in compliance with the applicable provisions of the Bankruptcy Code and Orders of this Court.  Each Solicitation Exculpated Party, therefore, is entitled to and is hereby granted the protection afforded under section 1125(e) of the Bankruptcy Code, and no such Solicitation Exculpated Party shall be liable to any Person or Entity on account of its or their participation in or involvement with the solicitation of acceptances or rejections of the Plan, the Rights, the Rights Offering, the New Common Units and the solicitation in connection with the Rights Offering.

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O.Tabulation Results.  On February 5, 2015, the Debtors, through Prime Clerk, filed the Voting and Rights Offering Declaration, certifying with respect to the Voting Classes listed in Paragraph G above, that:

Plan Class	Class Description	Class Voting Result
3D	SECURED HP LEASE CLAIM	ACCEPTS
3E	SECURED HP‐5 LEASE CLAIM	ACCEPTS
3F	SECURED HP‐6 LEASE CLAIM	ACCEPTS
3G	SECURED FIRST NATIONAL‐2 LEASE CLAIM	ACCEPTS
3H	SECURED FIRST NATIONAL‐3 LEASE CLAIM	ACCEPTS
4A	FINANCIAL CLAIMS (ELIGIBLE PARTICIPANTS AND INVESTORS)	ACCEPTS
4B	FINANCIAL CLAIMS (OTHER THAN ELIGIBLE PARTICIPANTS AND INVESTORS)	ACCEPTS
5	TRADE CLAIMS	ACCEPTS

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All procedures used to tabulate the Ballots were fair, reasonable, and complied with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement Order, and all other applicable rules, laws, and regulations. As described below, (a) those creditors holding Claims in the Voting Classes who submitted a Ballot voting to reject the Plan and chose not to opt out of the Voluntary Releases by Holders of Claims (as defined below) will be deemed to have consented to such Releases; and (b) those that voted to accept the Plan are automatically deemed to accept such Releases.

P.Voting.  As evidenced by the Voting and Rights Offering Declaration, votes to accept or reject the Plan have been solicited and tabulated fairly, in good faith, and in compliance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement Order, the Disclosure Statement, and all applicable non-bankruptcy laws, rules, or regulations.

Q.Compliance with Bankruptcy Rule 3016.  The Plan is dated and identifies the Entities submitting and filing it, thereby complying with Bankruptcy Rule 3016(a). The filing of the Disclosure Statement complies with Bankruptcy Rule 3016(b).

R.Plan Supplement.  On December 2, 2014, the Debtors filed the Plan Supplement, which includes, among other things, forms of (i) the Certificate of Incorporation of Global Geophysical Services, Inc., (ii) the Bylaws of Reorganized GGS, (iii) the Amended and Restated Certificate of Formation of GGS Holdings, (iv) the Amended and Restated Limited Liability Company Agreement of  GGS Holdings, (v) the Warrant Agreement and Form of Warrant, (vi) the Creditor Representative Agreement and the identity of the Creditor Representative, (vii) the New Emergence MIP, in its then-current State as of the Plan Supplement filing date, (viii) the New Board of Managers and officers of GGS Holdings, the New Board of Directors and officers of Reorganized GGS, and the required disclosures under Bankruptcy Code section 1129(a)(5), (ix) a list of Specified Contracts to be assumed under the Plan, (x) a list of Retained Causes of Action, (xi) forms of amendments to Capital Leases to correspond with the treatment provided under the Plan or as otherwise negotiated, and (xii) updated financial projections.  All such materials comply with the terms of the Plan, and their filing and the notice provided by such filing complied with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement Order, and all other applicable rules, laws, and regulations, and no other or further notice of the materials in the Plan Supplement is or shall be required.

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S.Notice.  As evidenced by the Notice Affidavits, due, adequate, and sufficient notice of the Disclosure Statement, the Plan, the Plan Supplement, the Confirmation Hearing, the Voting Deadline, and all deadlines for objecting to the Plan, has been provided.  Notice of the Confirmation Hearing was actually mailed to all known creditors and Holders of Claims and Equity Interests as of the Petition Date.   Such notice was adequate and sufficient pursuant to section 1128 of the Bankruptcy Code, Bankruptcy Rules 2002(b) and 3020, and other applicable law and rules, and no other or further notice is or shall be required.

T.Substantive Consolidation.  The Court has considered the relevant factors for determining whether substantive consolidation is appropriate, as well as general principles of equity, and determines that substantive consolidation is appropriate and warranted in these Chapter 11 Cases and is in the best interests of all creditors. Specifically, the evidence in the record presented by the Debtors (a) establishes a significant entanglement among the affairs of the Debtors as evidenced by, among other things, (i) the Debtors’ use of consolidated financial statements, use an integrated cash management system and shared finance, payroll, accounting, and tax, and other administrative functions, (ii) the issuance of significant pre- and post-bankruptcy debt common to all Debtors and (iii) the limited claims unique to the subsidiary Debtors; (b) demonstrates the difficulty in segregating the accounts and liabilities of the Debtors; and (c) illustrates the harm to the estates and their creditors that would result from expending the funds and limited human resources required to disentangle the Debtors’ affairs.

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STANDARDS FOR CONFIRMATION

UNDER SECTION 1129 OF THE BANKRUPTCY CODE

U.Burden of Proof.  The Debtors, as proponents of the Plan, have met their burden of proving the elements of section 1129 of the Bankruptcy Code by a preponderance of the evidence, which is the applicable evidentiary standard for confirmation of the Plan. The evidentiary record of the Confirmation Hearing supports the findings of fact and conclusions of law set forth in the following paragraphs.

V.Plan’s Compliance with Bankruptcy Code (11 U.S.C. §1129(a)(1)).  The Plan complies with each applicable provision of the Bankruptcy Code. Pursuant to sections 1122(a) and 1123(a)(1) of the Bankruptcy Code, Article 4 of the Plan provides for the separate classification of Claims and Equity Interests (other than Administrative Claims, DIP Loan Claims, Professional Claims, Priority Tax Claims and statutory fees, which are addressed in Article 3 of the Plan and which are not required to be designated as separate Classes pursuant to section 1123(a)(1) of the Bankruptcy Code) into Classes, based on differences in the legal nature or priority of such Claims and Equity Interests. In particular, the Plan complies with the requirements of sections 1122 and 1123 of the Bankruptcy Code as follows:

1.Proper Classification (11 U.S.C. §§ 1122, 1123(a)(1)). Article 4 of the Plan provides for the separate classification of Claims and Equity Interests into seventeen Classes. Valid business, factual, and legal reasons exist for the separate classification of such Classes of Claims and Equity Interests. The classifications reflect no improper purpose and do not unfairly discriminate between, or among, Holders of Claims and Equity Interests, respectively. Each Class of Claims and Equity Interests contains only Claims or Equity Interests that are substantially similar to the other Claims or Equity Interests within that Class. The Plan therefore satisfies sections 1122 and 1123(a)(1) of the Bankruptcy Code.

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2.Specified Unimpaired Classes (11 U.S.C. § 1123(a)(2)).  Articles 4.3 and 4.4 of the Plan specify that Claims in Class 1 (Other Priority Claims), Class 2 (Secured Tax Claims), Class 3I (Other Secured Claims), and Class 8 (Equity Interests in Subsidiary Debtors) are Unimpaired under the Plan within the meaning of section 1123 of the Bankruptcy Code, thereby satisfying section 1123(a)(2) of the Bankruptcy Code.

3.Specified Treatment of Impaired Classes (11 U.S.C. § 1123(a)(3)).  Articles 4.3 and 4.4 of the Plan designate Claims in Class 3A (Secured Amegy Claim), Class 3B-3H (Secured Capital Lease Claims), Class 4A Financial Claims (Eligible Participants and Investors), Class 4B Financial Claims (Other than Eligible Participants and Investors), Class 5 (Trade Claims), Class 6 (Subordinated Claims) and Class 7 (Equity Interests in GGS) as impaired within the meaning of section 1124 of the Bankruptcy Code and specifies the treatment of the Claims and Equity Interests in those Classes, thereby satisfying section 1123(a)(3) of the Bankruptcy Code.  Class 3A (Secured Amegy Claim) and Class 3B (Secured Cal First Claim) were previously Impaired under the Plan but have been rendered Unimpaired as specified above.

4.No Discrimination (11 U.S.C. § 1123(a)(4)).  In accordance with section 1123(a)(4) of the Bankruptcy Code, the Plan provides the same treatment for each Claim or Equity Interest within a particular Class unless the Holder of such a Claim or Equity Interest has agreed to less favorable treatment.

5.Implementation of the Plan (11 U.S.C. § 1123(a)(5)).  In accordance with section 1123(a)(5) of the Bankruptcy Code, the Plan, the Plan Supplement, the Disclosure Statement, and the exhibits and attachments to each such document, provide detailed, adequate and proper means for the Plan’s implementation, particularly by, among other things, providing for (i) the implementation of the Backstop Conversion Commitment Agreement and the Rights Offering, (ii) certain Pro Rata Distributions to Allowed Trade Claims and the appointment of the Creditor Representative, (iii) the issuance of New Common Units to Holders of Allowed Financial Claims in accordance with the Plan, (iv) a method of determining Allowed Claims and distributions, (v) the revesting of assets of the Debtors’ estates, (vi) the continuation of Compensation and Benefits Programs, (vii) the adoption of Bylaws for Reorganized GGS and the Amended and Restated Limited Liability Company Agreement for GGS Holdings, (viii) the Amended and Restated Certificate of Formation for GGS Holdings and the Certificate of Incorporation for Reorganized GGS, and (ix)the cancellation of the Equity Interests of GGS.

6.Non-Voting Equity Securities (11 U.S.C. § 1123(a)(6)).  Article 6.1 of the Plan, together with the forms of Amended and Restated Certificate of Formation and the Amended and Restated Limited Liability Company Agreement contained in the Plan Supplement, appropriately restrict the issuance of nonvoting equity securities.  The Plan satisfies section 1123(a)(6) of the Bankruptcy Code.  The Plan provides for the issuance of New Common Units of GGS Holdings as set forth therein. The New Common Units shall be subject to certain transfer and other restrictions pursuant to, among other things, the Amended and Restated Limited Liability Company Agreement and the Amended and Restated Certificate of Formation.  The issuance of New Common Units complies with Bankruptcy Code section 1123(a)(6) and execution of the Amended and Restated Limited Liability Company Agreement complies with Bankruptcy Code section 1123(a)(6).

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7.Designation of Directors and Officers (11 U.S.C. § 1123(a)(7)).  In accordance with section 1123(a)(7) of the Bankruptcy Code, Article 6.4 of the Plan contains provisions regarding the manner of selection of the New Board of Managers of GGS Holdings and the New Board of Directors of Reorganized GGS that are consistent with the interests of all Holders of Claims and Equity Interests and public policy. The initial directors and officers of New Board of Managers of GGS Holdings and the New Board of Directors of Reorganized GGS were disclosed prior to or during the Confirmation Hearing either as part of the Plan Supplement or on the record at the Confirmation Hearing.

8.Impairment/Unimpairment of Classes of Claims and Equity Interests (11 U.S.C. § 1123(b)(1)).  In accordance with section 1123(b)(1) of the Bankruptcy Code, Article 4 of the Plan impairs or leaves Unimpaired, as the case may be, each Class of Claims and Equity Interests.

9.Assumption and Rejection of Executory Contracts and Unexpired Leases (11 U.S.C. § 1123(b)(2)).  In accordance with section 1123(b)(2) of the Bankruptcy Code, Article 8 of the Plan provides for the assumption, assumption and assignment, or rejection of the Executory Contracts and Unexpired Leases of the Debtors that have not been previously assumed, assumed and assigned or rejected pursuant to section 365 of the Bankruptcy Code.

10.Settlement and Preservation of Claims and Causes of Action (11 U.S.C. § 1123(b)(3)).

(i)Global Compromise and Settlement.  In accordance with section 1123(b)(3) of the Bankruptcy Code and pursuant to Bankruptcy Rule 9019, and as discussed in more detail below, the Plan provides for the good faith compromise and settlement among the Debtors, the DIP Lenders and Investors, and the Committee, of numerous disputes arising from or related to the total enterprise value of the Debtors’ estates and the Reorganized Debtors for allocation purposes under the Plan, the treatment of DIP Loan Claims and the consensual conversion to equity of a portion of the DIP Loan Claims in accordance with the Backstop Conversion Commitment Agreement, and the treatment of other Claims and Equity Interests.  Each of the compromises and settlements embodied in the Plan, including, without limitation, its releases, injunctions, exculpation and compromise provisions, are mutually dependent and non-severable part of the global compromise, are in the best interests of the Debtors, their estates, creditors, and other parties-in-interest, and are fair, equitable, within the range of reasonableness and are approved.

(ii)Preservation of Causes of Action.  Article 5.14 of the Plan provides, in accordance with section 1123(b)(3) of the Bankruptcy Code, that, except as expressly provided in the Plan or this Confirmation Order, all Causes of Action, including those Causes of Action listed as retained Causes of Action in the Plan Supplement, are preserved for the benefit of the Reorganized Debtors (and with respect to Avoidance Actions, the Creditor Representative), in each case subject to the terms of the Plan. The provisions regarding the preservation of Causes of Action in the Plan, including the Plan Supplement, are appropriate, fair, equitable and reasonable, and are in the best interests of the Debtors, the Estates and Holders of Claims and Interests.

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11.Modification of Rights (11 U.S.C. § 1123(b)(5)).  In accordance with section 1123(b)(5) of the Bankruptcy Code, Article 4 of the Plan modifies or leaves unaffected, as the case may be, the rights of certain Holders of Claims and Equity Interests in Classes 1 through 8.

12.Additional Plan Provisions (11 U.S.C. § 1123(b)(6)).  In accordance with section 1123(b)(6) of the Bankruptcy Code, the Plan includes additional appropriate provisions that are not inconsistent with applicable provisions of the Bankruptcy Code.

13.Debtors Are Not Individuals (11 U.S.C. § 1123(c)).  The Debtors are not individuals and section 1123(c) of the Bankruptcy Code is inapplicable to these Chapter 11 Cases.

W.Compliance with Bankruptcy Code (11 U.S.C. § 1129(a)(2)).  The Debtors, as plan proponents, have complied with all applicable provisions of the Bankruptcy Code. Specifically:

1.Each of the Debtors is an eligible debtor under section 109 of the Bankruptcy Code.

2.The Debtors have complied with the applicable provisions of the Bankruptcy Code, including sections 1125 and 1126(b), the Bankruptcy Rules, the Local Rules, the Disclosure Statement Order, applicable non-bankruptcy law, and all other applicable laws, rules, and regulations in filing or transmitting, as applicable, the Solicitation Packages, the Rights Offering materials, the Plan Supplement and related documents and notices and in soliciting and tabulating the votes on the Plan.

3.The Debtors have complied with applicable provisions of the Bankruptcy Code, except as otherwise provided or permitted by orders of the Court.

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X.Plan Proposed in Good Faith (11 U.S.C. § 1129(a)(3)).  The Plan has been proposed in good faith and not by any means forbidden by law.  The Debtors filed the Chapter 11 Cases in need of reorganization and with the honest belief that reorganization in Chapter 11 was the best restructuring alternative available to the Debtors.  The Plan is, in large part, based upon the Backstop Conversion Commitment Agreement entered into by the Debtors, GGS Holdings and the Investors party thereto, has the support of the Committee, and the Court approved the Backstop Conversion Commitment Agreement under the Backstop Conversion Commitment Order.  The Debtors, the DIP Lenders and Investors, and the Committee, negotiated the Plan in good faith and at arm’s-length with the intention of accomplishing a successful reorganization, and for no ulterior purpose.  The Debtors’ good faith is evident from the facts and records of the Chapter 11 Cases, the Disclosure Statement, the Plan, the record of the Confirmation Hearing and the other proceedings in these Chapter 11 Cases. The Plan fairly achieves a result consistent with the objectives and purposes of the Bankruptcy Code, including the provisions of the Bankruptcy Code favoring consensual reorganization and is consistent with other cases that have been filed before this Court.  In so finding, the Court has considered the totality of the circumstances in these Chapter 11 Cases. The Debtors, GGS Holdings (to the extent applicable), and the DIP Lenders and Investors, and each of their respective officers, directors, managers, members, employees, advisors and professionals (i) acted in good faith in negotiating, formulating, and proposing, where applicable, the Plan and the agreements, compromises, settlements, transactions, and transfers contemplated thereby, and (ii) will be acting in good faith in proceeding to (a) consummate the Plan and the agreements, compromises, settlements, transactions, transfers, and documentation contemplated by the Plan, including, but not limited to, the Exit Credit Facilities (as such term is further defined herein), the Amended and Restated Limited Liability Company Agreement, and the other Plan Supplement documents, and (b) take any actions authorized and directed or contemplated by this Confirmation Order. Thus, the Plan satisfies the requirements of section 1129(a)(3) of the Bankruptcy Code.

Y.Payment for Services or Costs and Expenses (11 U.S.C. § 1129(a)(4)).  The procedures set forth in the Plan for the Court’s review and ultimate determination of the fees and expenses to be paid by the Debtors in connection with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, satisfy the objectives of, and are in compliance with, section 1129(a)(4) of the Bankruptcy Code.

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Z.Directors, Officers, and Insiders (11 U.S.C. § 1129(a)(5)).  The Debtors have disclosed in the Plan Supplement or at or prior to the Confirmation Hearing: (1) the identities of the officers of Reorganized GGS and GGS Holdings, (2) the identities of the members of the New Board of Directors of Reorganized GGS and the New Board of Managers of GGS Holdings, and (3) the identity and nature of any compensation of any insiders that will be employed or retained by the Reorganized Debtors. The compensation of the Reorganized Debtors’ directors and the members of GGS Holdings’ New Board of Managers will be consistent with Reorganized Debtors’ and GGS Holdings’ applicable constituent documents.  The proposed directors and officers for the Reorganized Debtors and GGS Holdings are qualified and their appointment to, or continuance in, such offices is consistent with the interests of Holders of Claims and Equity Interests and with public policy.  Accordingly, the Debtors have complied with section 1129(a)(5) of the Bankruptcy Code.

AA.No Rate Changes (11 U.S.C. § 1129(a)(6)).  Bankruptcy Code section 1129(a)(6) is not applicable to these Chapter 11 Cases.  The Plan does not provide for any changes in rates that require regulatory approval of any governmental agency.

BB.Best Interest of Creditors (11 U.S.C. § 1129(a)(7)).  The liquidation analysis set forth in the Goulding Declaration, as well as Exhibit E to the Disclosure Statement, and other evidence proffered or adduced at or prior to, or in declarations filed in connection with, the Confirmation Hearing (i) are reasonable, persuasive, accurate and credible, (ii) use reasonable and appropriate methodologies and assumptions, (iii) have not been controverted by any other evidence, and (iv) establish that each Holder of an Allowed Claim or Equity Interest in an Impaired Class either (a) has accepted the Plan or (b) will receive or retain under the Plan, on account of such Claim or Equity Interest, property of a value, as of the Effective Date of the Plan, that is not less than the amount that it would have received if the Debtors were liquidated under chapter 7 of the Bankruptcy Code on such date.  The Court agrees with the testimony of Mr. Goulding that in a chapter 7, all unsecured creditors would receive nothing in light of the size and priority of the DIP Loan Claims.

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CC.Acceptance by Certain Classes (11 U.S.C. § 1129(a)(8)).  Class 1 (Other Priority Claims), Class 2 (Secured Tax Claims), Class 3I (Other Secured Claims), and Class 8 (Subsidiary Equity Interests) are Unimpaired and are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code.  The Secured Claim of Cal First in Class 3B, as discussed above, was paid in full in the ordinary course prior to the Voting Deadline and is conclusively presumed to have accepted the Plan.  Similarly, the Plan has been modified to leave Unimpaired the Secured Claim of Amegy in Class 3A.  Thus, as set forth in the Voting and Rights Offering Declaration, all Impaired Classes entitled to vote have voted to accept the Plan.  The Plan has not been accepted by all Impaired Classes, however, because the Holders of Subordinated Claims in Class 6 and the Holders of Equity Interests in GGS in Class 7 are deemed to have rejected the Plan.  Nevertheless, the Plan is confirmable because it does not discriminate unfairly and is fair and equitable with respect to Class 6 Subordinated Claims and Class 7 Equity Interests in GGS and thus satisfies section 1129(b)(1) of the Bankruptcy Code.

DD.Treatment of Administrative Claims, Priority Tax Claims and Other Priority Claims (11 U.S.C. § 1129(a)).  The Plan provides treatment for Administrative Claims, Priority Tax Claims and Other Priority Claims that is consistent with the requirements of section 1129(a)(9) of the Bankruptcy Code.

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EE.Acceptance by Impaired Class (11 U.S.C. § 1129(a)(10)).  The Debtors’ Plan complies with section 1129(a)(10) of the Bankruptcy Code.  As evidenced by the Voting and Rights Offering Declaration, the Plan has been accepted by eight classes of Impaired Claims that are entitled to vote on the Plan:   Classes 3C-3H (Secured Capital Lease Claims), Class 4A Financial Claims (Eligible Participants and Investors), Class 4B Financial Claims (Other than Eligible Participants and Investors), and Class 5 (Trade Claims), determined without including any acceptance of the Plan by any “insider” (as that term is defined in section 101(31) of the Bankruptcy Code).

FF.Feasibility (11 U.S.C. § 1129(a)(11)).  The Plan is feasible, within the meaning of section 1129(a)(11) of the Bankruptcy Code. The Debtors’ projections of the capitalization and financial information of the Reorganized Debtors as of the Effective Date are reasonable and made in good faith. The evidence provided in support of the Plan or adduced by the Debtors at, before, or in declarations filed in connection with, the Confirmation Hearing: (a) is reasonable, persuasive, credible and accurate as of the dates such analysis or evidence was prepared, presented or proffered; (b) uses reasonable and appropriate methodologies and assumptions; (c) has not been controverted by other evidence; (d) establishes that each Reorganized Debtor will be able to meet its obligations as they come due following the Effective Date, and that Confirmation of the Plan is not likely to be followed by the liquidation or further financial reorganization of the Reorganized Debtors or any successor to the Reorganized Debtors under the Plan; and (e) establishes that the Reorganized Debtors will have sufficient funds available to meet their obligations under the Plan.  The Debtors have demonstrated a reasonable assurance of the Plan’s prospects for success.

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GG.Payment of Certain Fees (11 U.S.C. § 1129(a)(12)).  The Plan provides that fees payable pursuant to 28 U.S.C. § 1930 and due and owing to the U.S. Trustee at the time of the Confirmation Hearing will be paid by the Debtors on the Effective Date.  After the Effective Date, the Reorganized Debtors will pay the quarterly fees due to the U.S. Trustee for the Reorganized Debtors until the entry of a final decree in the Chapter 11 Cases.

HH.Continuation of Retiree Benefits (11 U.S.C. § 1129(a)(13)).  To the extent section 1129(a)(13) of the Bankruptcy Code is applicable to the Debtors, the Reorganized Debtors, as set forth in Article 7.2 of the Plan, shall continue to pay, in accordance with applicable law, all retiree benefits (as defined in section 1114 of the Bankruptcy Code) for the period during which the Debtors have obligated themselves to provide such benefits, thereby satisfying section 1129(a)(13) of the Bankruptcy Code.

II.Non-Applicability of Certain Sections (11 U.S.C. §§ 1129(a)(14), (15)) and (16).  Sections 1129(a)(14), (15) and (16) of the Bankruptcy Code do not apply to the Chapter 11 Cases as the Debtors owe no domestic support obligations, are not individuals, and are not nonprofit corporations.

JJ.No Unfair Discrimination; Fair and Equitable (11 U.S.C. § 1129(b)).  The Plan satisfies section 1129(b) of the Bankruptcy Code with respect to Class 6 (Subordinated Claims) and Class 7 (Equity Interests in GGS), the only non-accepting Impaired Classes. The evidence proffered or adduced at, or prior to, the Confirmation Hearing is persuasive and credible, has not been controverted by other credible evidence, and establishes that the Plan does not discriminate unfairly and is fair and equitable with respect to Class 6 (Subordinated Claims) and Class 7 (Equity Interests in GGS), as required by section 1129(b)(2)(C) of the Bankruptcy Code because (a) no Holder of a Claim or Equity Interest will receive more than it is legally entitled to receive on account of its Claim or Equity Interest and (b) the Plan does not provide a recovery on account of any Claim or Equity Interest that is junior to Class 6 (Subordinated Claims) and Class 7 (Equity Interests in GGS). Thus, the Plan may be confirmed notwithstanding the deemed rejection of the Plan by Class 6 (Subordinated Claims) and Class 7 (Equity Interests in GGS).

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KK.Only One Plan (11 U.S.C. § 1129(c)).  The Plan is the only chapter 11 plan filed in each of the Chapter 11 Cases and, accordingly, section 1129(c) of the Bankruptcy Code has been satisfied.

LL.Principal Purpose of the Plan (11 U.S.C. § 1129(d)).  No party in interest has requested that the Court deny Confirmation of the Plan on the grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act, and the principal purpose of the Plan is not such avoidance.  Accordingly, the Plan satisfies the requirements of section 1129(d) of the Bankruptcy Code.

MM.Small Business Case (11 U.S.C. § 1129(e)).  None of these Chapter 11 Cases is a small business case within the meaning of the Bankruptcy Code. Accordingly, section 1129(e) of the Bankruptcy Code is inapplicable to these Chapter 11 Cases.

NN.Good Faith Solicitation (11 U.S.C. § 1125(e)).  As stated above, based on the record before the Court in these Chapter 11 Cases, including evidence presented at the Confirmation Hearing, (i) the Debtors, (ii) the Reorganized Debtors, (iii) GGS Holdings, (iv) the Solicitation Parties, (v) the respective successors, predecessors, control persons, members, officers, directors, employees and agents of each of the entities in (i) through (v), and (vi) the respective attorneys, financial advisors, investment bankers, accountants, and other professionals retained by such persons, of the entities in (i) through (v) in each case in their capacities as such, have acted in “good faith” within the meaning of section 1125(e) of the Bankruptcy Code in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable non-bankruptcy law, rule, or regulation in connection with all of their respective activities relating to the Plan, including, but not limited to, the execution, delivery and performance of the Backstop Conversion Commitment Agreement, the Rights Offering, the solicitation of acceptances and rejections of the Plan, and the delivery of New Common Units under the Plan, and are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code.

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OO.Modification of the Plan (11 U.S.C. § 1127(a)).  Pursuant to and in compliance with section 1127 of the Bankruptcy Code and Bankruptcy Rule 3018, the Debtors proposed certain modifications to the Plan as reflected in the modified or amended versions of the Plan filed with the Court prior to entry of this Confirmation Order or in this Confirmation Order (collectively, the “Plan Modifications”).  In accordance with Bankruptcy Rule 3019, the Plan Modifications do not (1) constitute material modifications of the Plan under section 1127 of the Bankruptcy Code, (2) cause the Plan to fail to meet the requirements of sections 1122 or 1123 of the Bankruptcy Code, (3) materially and adversely change the treatment of any Claims or Equity Interests (other than, as applicable, any Claims and Equity Interests held by those who have accepted such Plan Modifications in writing or in open court), (4) require resolicitation of any Holders of Claims or Equity Interests, or (5) require that any such Holders be afforded an opportunity to change previously cast acceptances or rejections of the Plan. Under the circumstances, the form and manner of notice of the proposed Plan Modifications are adequate, and no other or further notice of the proposed Plan Modifications is necessary or required.

PP.Satisfaction of Confirmation Requirements.  Based upon the foregoing and all other pleadings and evidence proffered or adduced at or prior to the Confirmation Hearing, the Plan and the Debtors as proponents of the Plan satisfy the requirements for confirmation set forth in section 1129 of the Bankruptcy Code.

QQ.Likelihood of Satisfaction of Conditions Precedent to the Effective Date.  Without limiting or modifying the rights of the Investors and the Committee, as applicable, under Articles 11.1 and 11.2 of the Plan, each of the conditions precedent to the Effective Date, as set forth in Article 11.1 of the Plan, has been or is reasonably likely to be satisfied or waived in accordance with Articles 11.1 and 11.2 of the Plan.

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VALUATION

RR.The Backstop Conversion Commitment Agreement allowed the Debtors to “market test” the Restructuring Enterprise Value (as defined in the Disclosure Statement) by actively seeking Superior Transactions (as defined in the Backstop Conversion Commitment Agreement) as part of a competitive sale or plan-sponsor selection process.  Rothschild, the Debtors’ financial advisor and investment banker, contacted 145 parties with information about the sale of GGS.  Of those 145 parties, 126 received teasers compiled by Rothschild.  A total of twenty-nine (29) parties executed non-disclosure agreements to allow them access to additional diligence information.  Twenty-seven (27) parties accessed the Debtors’ data room.  As of October 30, 2014, Rothschild had received three (3) letters of interest from entities seeking to purchase all or a portion of the Debtors’ assets, but none of those letters of interest resulted in the submission of a Binding Proposal or Qualified Bid (each as defined in the Backstop Conversion Commitment Agreement) prior to or after the Bid Deadline (as defined in the Backstop Conversion Commitment Agreement).  The Court is satisfied that the Debtors have sufficiently marketed the sale of substantially all their assets or other Alternative Transactions (as defined in the Backstop Conversion Commitment Agreement) in accordance with the Backstop Conversion Commitment Agreement and the Bidding Procedures such that no further marketing is necessary.

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IMPLEMENTATION OF THE PLAN

SS.Plan Documents and Agreements.  All documents and agreements necessary to implement the Plan, including those contained in the Plan Supplement, and all other relevant and necessary documents and agreements are essential elements of the Plan and consummation of each such agreement is in the best interests of the Debtors, GGS Holdings, the Estates and Holders of Claims and Equity Interests.  The Debtors, and to the extent applicable, GGS Holdings, have exercised reasonable business judgment in determining to enter into the contemplated agreements, and the agreements have been negotiated in good faith, at arm’s-length, are fair and reasonable, and shall, upon completion of documentation and execution (including the documentation of the Exit Credit Facilities and any ancillary documents necessary or appropriate to satisfy the conditions to effectiveness of either of the foregoing), be valid, binding, and enforceable agreements and not be in conflict with any federal or state law.

TT.Executory Contracts and Unexpired Leases.  Article 8 of the Plan provides, pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code, for the assumption, assumption and assignment, or rejection of certain Executory Contracts and Unexpired Leases.  The Debtors’ determinations regarding the assumption or rejection of Executory Contracts and Unexpired Leases are based on and within the sound business judgment of the Debtors, are necessary to the implementation of the Plan and are in the best interests of the Debtors, their Estates, Holders of Claims and Equity Interests, and other parties in interest in the Chapter 11 Cases. The Debtors have filed the list of Specified Contracts to be assumed under the Plan (as it has been and may be amended or supplemented, including pursuant to this Confirmation Order) as part of the Plan Supplement and have provided notice to the affected counterparties of the Debtors’ determinations regarding the assumption or rejection, as applicable, of Executory Contracts or Unexpired Leases.

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UU.Exemption from Securities Laws.  The offer, issuance, sale or distribution under the Plan of the (a) New Common Units to Holders of Class 4A and Class 4B Financial Claims (other than any Rights Offering Shares issued to such Holders of Class 4A Financial Claims), (b) Term B Loans Conversion Shares and Commitment Premium Shares, (c) Warrants, and (d) New Common Units issuable upon the exercise of the Warrants, are exempt under section 1145(a) of the Bankruptcy Code from the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration of an offer or sale of securities, except with respect to any person that is deemed an “underwriter” under section 1145(b) of the Bankruptcy Code. The Rights and the Rights Offering Shares, which were limited to Accredited Investors only, will all be issued without registration in reliance upon the exemption set forth in section 4(a)(2) of the Securities Act, or Rule 506 under the Securities Act, and will be “restricted securities.”  The New Common Units or other securities underlying the New Emergence MIP and the New Long Term MIP will be issued pursuant to another available exemption from registration under the Securities Act and other applicable law. All securities described above were (or are designated to be) offered, distributed and sold pursuant to the Plan.

VV.Global Settlement and Compromise Under the Plan.  The provisions of the Plan, as discussed in detail in the Disclosure Statement, constitute a good-faith compromise and settlement pursuant to Bankruptcy Rule 9019 and section 1123 of the Bankruptcy Code, among the Debtors, the DIP Lenders and Investors, and the Committee, of numerous disputes arising from or related to (i) the Debtors’ inability to repay the DIP Loan Claims in full, in Cash according to the terms of the DIP Loan Documents and the consensual conversion of a portion of the Term B Loans into equity of GGS Holdings and other concessions of the DIP Lenders, (ii) the total enterprise value of the Debtors’ Estates and the Reorganized Debtors for allocation purposes under the Plan, (iii) the sale and marketing process embodied in the Backstop Conversion Commitment Agreement that was designed, and properly implemented, to attract a Superior Transaction, and (v) the treatment of, and distributions to, as applicable, Holders of Impaired and Unimpaired Claims and Equity Interests.  The entry of this Confirmation Order constitutes the Court’s approval of all of the foregoing compromises and settlements embodied in the Plan, and the Court’s findings shall constitute its determination that such compromises and settlements are in the best interests of the Debtors, their Estates, creditors, and other parties-in-interest, and are fair, equitable, and within the range of reasonableness. The provisions of the Plan, including, without limitation, its release, injunction, exculpation and compromise provisions, are mutually dependent and non-severable. In the event that, for any reason, the Effective Date does not occur, all of parties respective rights with respect to any and all disputes resolved and settled under the Plan are preserved.

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WW.In reaching its decision on the substantive fairness of the compromises and settlements contained in the Plan, the Court considered the following factors: (i) the balance between the probability of success of potential litigations and the future benefits of such compromises and settlements; (ii) the likelihood of complex and protracted litigation and the high costs of litigation; (iii) the high proportion of creditors and parties in interest that support the compromises and settlements and the acceptances of the Plan; (iv) the competency of counsel; (v) the nature and breadth of the releases to be granted; and (vi) the extent to which the compromises and settlements are the product of arm’s-length bargaining. The Court finds that these factors each weigh in favor of approving the compromises and settlements embodied in the Plan. The Court also considered the purposes of a chapter 11 case and the negative impact and disruption upon the Debtors’ Estates and international operations arising from a nonconsensual, protracted bankruptcy.

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XX.Releases, Exculpations and Injunctions of Released Parties, Exculpation Parties and Solicitation Parties.  The release, injunction, discharge and exculpation provisions contained in the Plan (collectively, the “Releases”) constitute good-faith compromises and settlements of the matters covered thereby. Such compromises and settlements are made in exchange for consideration and (i) are in the best interests of the Debtors, their Estates and Holders of Claims and Equity Interests; (ii) are fair, equitable, and reasonable; and (iii) are integral elements of the restructuring and resolution of the Chapter 11 Cases in accordance with the Plan and the Backstop Conversion Commitment Agreement. The failure to approve the Releases would seriously impair the Debtors’ ability to confirm the Plan.  Each provision of the Releases (i) is within the jurisdiction of the Court under 28 U.S.C. § 1334; (ii) is an essential means of implementing the Plan pursuant to section 1123(a)(5) of the Bankruptcy Code; (iii) is an integral element of the settlements and transactions incorporated into the Plan; (iv) confers a material benefit on, and is in the best interests of, the Debtors, their estates, and Holders of Claims and Equity Interests; (v) is important to the overall objectives of the Plan to finally resolve all Claims and Equity Interests among or against the parties in interest in the Chapter 11 Cases with respect to the Debtors’ reorganization; and (vi) is consistent with sections 105, 1123 and 1129 of the Bankruptcy Code and all other applicable law.

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YY.Each non-Debtor Released Party that will benefit from the Releases either shares an identity of interest with the Debtors, was instrumental to the successful prosecution of the Chapter 11 Cases, and/or provided a substantial contribution to the Debtors, which value provided a significant benefit to the Debtors’ Estates, and which will allow for distributions that would not otherwise be available to the Debtors’ general unsecured creditors but for the contributions made by such non-Debtor parties under the global settlement embodied in the Plan.

ZZ.The Releases are, individually and collectively, integral to, and necessary for the successful implementation of, the Plan, essential to the Debtors’ reorganization and supported by substantial consideration.  Releases of non-Debtor parties pursuant to Article 12.6 of the Plan are subject to the terms of the Plan and are completely voluntary.  Such Releases are binding upon the Releasing Parties, including each Holder of a Claim that was provided a Ballot and (i) affirmatively voted to accept the Plan or (ii) either (A) abstained from voting or (B) voted to reject the plan, and, in the case of either (A) or (B), did not opt out of the voluntary releases contained in Article 12.6 of the Plan.  The Ballots explicitly stated the following: (a) those who submit a Ballot voting to reject the Plan and choose not to opt out of the Releases will be deemed to have consented to the Releases; (b) those that vote to accept the Plan are automatically deemed to accept the Releases; and (c) those that elect not to return a Ballot are automatically deemed to accept the Releases.

AAA.Those Holders of Claims submitting a Ballot voting to accept the Plan, those who voted to reject the Plan and chose not to opt out of the Releases, and/or those who abstained from voting on the Plan, were given due and adequate notice that they would be consenting to the  Plan Releases by acting in such a manner. The Releases were also disclosed and explained on the Ballots, in the Disclosure Statement and Plan, and in the notice of the Confirmation Hearing (the “Confirmation Hearing Notice”). Accordingly, in light of all of the circumstances, the Releases satisfy the applicable standards in this Circuit and other Circuits.

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SPECIFIC PLAN IMPLEMENTATION TRANSACTIONS

BBB.Rights Offering.  The Debtors and GGS Holdings solicited subscriptions to the Rights Offering in good faith and in compliance with the Rights Offering Procedures Order, applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable non-bankruptcy laws, rules, or regulations, including without limitation the Securities Act.  The use of the Rights Offering Proceeds, and the Debtors’ timing with respect to the use of the Rights Offering Proceeds was in compliance with the Rights Offering Procedures Order, applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable non-bankruptcy laws, rules, or regulations, including without limitation the Securities Act.

CCC.The Amended and Restated Limited Liability Company Agreement.  The Debtors, the Investors, and the Committee, and each of their respective officers, directors, employees, attorneys, advisors, investment bankers, consultants, managers, members, partners, agents, and other professionals, and their predecessors, successors, and assigns, in each case, in their respective capacities as such, as applicable, (i) have acted in good faith in negotiating, formulating, and proposing the Amended and Restated Limited Liability Company Agreement, and (ii) will be acting in good faith in proceeding to (a) implement the Amended and Restated Limited Liability Company Agreement, and (b) take any actions authorized or contemplated by this Confirmation Order necessary to do so. The Amended and Restated Limited Liability Company Agreement is the result of good faith, arms’-length negotiations among the Debtors, the Investors and the Committee, is appropriate and consistent with the applicable provisions of the Bankruptcy Code and the Bankruptcy Rules, including, but not limited to, Bankruptcy Code sections 1123, 1129, and 1142, and is necessary to the Debtors’ successful emergence from chapter 11. The provisions of the Amended and Restated Limited Liability Company Agreement, including the provisions that limit the number of record holders so that GGS Holdings is not subject to periodic reporting obligations under the Exchange Act, are in the best interests of the Debtors, GGS Holdings, the Estates and Holders of Claims and Equity Interests.  The notice provided by the Debtors of the Amended and Restated Limited Liability Company Agreement was consistent with the Bankruptcy Code, the Bankruptcy Rules, and the Disclosure Statement Order and no other or further notice is or shall be required.

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DDD.The Exit Credit Facilities.  The Exit Credit Facilities (which term, for the avoidance of doubt, shall include both the first lien Exit Credit Facility to be provided by Morgan Stanley Senior Funding, Inc., consisting of both term loans and revolving loans (the “First Lien Credit Facility”), and the second lien Exit Credit Facility to be provided by the Holders of DIP Loan Claims (the “Second Lien Credit Facility”)) are essential elements of the Plan, were proposed in good faith, are critical to the success and feasibility of the Plan and are necessary and appropriate for consummation and implementation of the Plan and the transactions contemplated thereby and to the operation of the Reorganized Debtors and GGS Holdings.  Each of the Exit Credit Facilities constitutes reasonably equivalent value and fair and valuable consideration and is in the best interests of the Debtors, their Estates and creditors, the Reorganized Debtors, GGS Holdings, and all other parties in interest. The Debtors, GGS Holdings, the lenders in each of the Exit Credit Facilities, and each of their respective agents, affiliates, current and former officers, directors, employees, managers, attorneys, financial advisors, accountants, investment bankers, consultants, management companies or other professionals or representatives participated in good faith, arm’s length negotiations with respect to the Exit Credit Facilities, respectively, and all Exit Credit Facility Documents. Any credit extended, or loans made to, the Reorganized Debtors or GGS Holdings by the lenders pursuant to the applicable Exit Credit Facilities  and Exit Credit Facility Documents shall be deemed to have been and has been extended, issued and made in good faith and for legitimate business purposes. The lenders under the applicable Exit Credit Facilities and each of their respective agents, affiliates, current and former officers, directors, employees, managers, attorneys, advisors, accountants, investment bankers, consultants, management companies or other professionals or representatives are therefore entitled to any and all releases, indemnifications or other protections as set forth in the Plan, this Confirmation Order, and the Exit Credit Facility Documents. The Debtors and GGS Holdings exercised reasonable business judgment in determining to enter into the Exit Credit Facilities and the Exit Credit Facility Documents and have provided sufficient and adequate notice thereof.

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EEE.The Exit Credit Facility Documents (when and to the extent entered into) will be and are hereby deemed to be, valid, binding, enforceable and authorized obligations of the Reorganized Debtors and GGS Holdings in accordance with their terms, and shall not be, and shall not be deemed to be, in conflict with any applicable laws. The mortgages, pledges, Liens and other security interests, and all other considerations granted or reaffirmed pursuant to or in connection with the Exit Credit Facilities and the Exit Credit Facility Documents, are or will be (as the case may be) and are hereby deemed to be granted in good faith, for fair, good and valuable consideration and for legitimate business purposes as an inducement to the lenders to extend credit thereunder and, as such, do not, and hereby are deemed not to constitute fraudulent or avoidable transfers and shall not be otherwise subject to avoidance, recharacterization, disallowance, reduction, subordination (whether equitable, contractual, or otherwise), counterclaims, recoupment, cross-claims, defenses or any other challenges under or pursuant to the Bankruptcy Code or any other applicable domestic or foreign law or regulation by any Person or Entity. No third-party consents, authorizations, or approvals are required with respect to the Exit Credit Facility Documents and none of the Exit Credit Facility Documents contravene the Reorganized Debtors’ or GGS Holdings’ corporate governance documents or constitute any violation of, default under or otherwise contravene any instrument, contract, agreement or other document to which the Reorganized Debtors or GGS Holdings are a party. The execution and delivery of the Exit Credit Facility Documents by the applicable Reorganized Debtor or GGS Holdings and performance of any obligations thereunder will not result in a violation or default under any instrument, contract, agreement or other document to which it is a party, including those instruments, contracts, agreements or other documents addressed, modified, created or reinstated under the Plan.

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FFF.As a condition to receiving extensions of credit under the Exit Credit Facilities, Reorganized GGS has agreed, among other things, to form a new special-purpose, wholly-owned U.S. subsidiary (“MCD Subsidiary”) and to assign and transfer to MCD Subsidiary:  (a) any rights (including ownership or licensing) to seismic data surveys worldwide (other than Brazil) and related data collected, compiled, derived, analyzed or acquired by or on behalf of the Debtors for its multi-client seismic data library or otherwise incorporated or included in such data library whether now existing or hereafter acquired or created (collectively, the “Multi-Client Data”); and (b) that certain Amended and Restated Licensing Agreement between GGS, as licensor, and SEI-GPI JV, LLC, as licensee, entered into as of December 4, 2014 and approved by this Court on December 18, 2014 (the “SEI-GPI Agreement”).  MCD Subsidiary will be a guarantor of the obligations under the Exit Credit Facility Documents and will grant a security interest and lien against the Multi-Client Data securing obligations under the Exit Credit Facilities, subject to the rights of SEI-GPI JV, LLC under the SEI-GPI Agreement.  Without limiting the scope of the Court’s approval of the Exit Credit Facilities and Exit Credit Facility Documents contained herein, the formation of MCD Subsidiary, its guarantee of the obligations under the Exit Credit Facility Documents, and the assignments and transfers of the Multi-Client Data from Reorganized Debtors to MCD Subsidiary contemplated therein, represent a proper exercise of the Debtors’ business judgment, are in the best interests of the Debtors and their Estates, and are or will be (as the case may be) and are hereby deemed to be made in good faith, for fair, good and valuable consideration and for legitimate business purposes as an inducement to the Lenders to extend credit under the Exit Credit Facilities and, as such, do not, and hereby are deemed not to constitute fraudulent or avoidable transfers and shall not be otherwise subject to avoidance or any other challenges under or pursuant to the Bankruptcy Code or any other applicable domestic or foreign law or regulation by any Person or Entity.  In addition, the assignments and transfers of the Multi-Client Data from Reorganized Debtors to MCD Subsidiary are subject to, and shall not impair, affect, or discharge, the rights or obligations of any party under (a) the SEI-GPI Agreement, or (b) any geophysical data use licenses (along with any related data orders or supplemental agreements) granted to or in favor of customers of either Debtors or SEI-GPI JV, LLC, as applicable.  The Exit Credit Facilities, the Exit Credit Facility Documents and the transactions contemplated therein, including the formation of MCD Subsidiary, its guarantee of obligations under the Exit Credit Facilities, and the assignment and transfer of the Multi-Client Data from Reorganized Debtors to MCD Subsidiary, are approved and the Debtors and Reorganized Debtors are authorized to take any and all action necessary to effectuate and implement such documents and transactions.   

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GGG.New Emergence Management Incentive Plan.  The New Emergence MIP (in its then current state) filed as part of the Plan Supplement and integrated into the Plan has been negotiated at arms’-length and in good faith and in accordance with the terms of the Backstop Conversion Commitment Agreement and the Plan. The terms of the New Emergence MIP provide for the ability to grant various equity and equity-based awards (including, without limitation, “incentive stock options” as described in section 422 of the U.S. Internal Revenue Code of 1986, as amended), are reasonable, appropriate, and calculated to incentivize performance by management.  The implementation and administration of the New Emergence MIP will not occur until the Effective Date of the Plan and will be subject to the oversight of the New Board of Managers of GGS Holdings in accordance with the terms of the agreements relating to the New Emergence MIP.  The Debtors have also provided adequate notice of the material terms of the New Emergence MIP as part of the Plan Supplement.

WAIVER OF STAY

HHH.   Under the circumstances, it is appropriate that the 14-day stay imposed by Bankruptcy Rules 3020(e) and 7062(a) be waived.

II.  ORDER

BASED ON THE FOREGOING FINDINGS OF FACT AND CONCLUSIONS OF LAW, IT IS THEREFORE HEREBY ORDERED, ADJUDGED AND DECREED AS FOLLOWS:

1.Findings of Fact and Conclusions of Law.  The above referenced findings of fact and conclusions of law are hereby incorporated by reference as though fully set forth herein and shall constitute the Court’s findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules 7052 and 9014.  To the extent that any of the above-referenced findings of fact constitute conclusions of law, they are adopted as such.  To the extent any of the foregoing conclusions of law constitute findings of fact, they are adopted as such.

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2.Solicitation. The Plan Solicitation and the Rights Offering Solicitation were appropriate and satisfactory and were in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, Orders of this Court, and the Securities Act.

3.Notice to Non-Voting Classes.  The transmittal of the Confirmation Hearing Notice to all known members of the Non-Voting Classes was appropriate and satisfactory and was in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and Orders of this Court. No further solicitation of votes to accept or reject the Plan from the Non-Voting Classes was necessary.

4.Notice of the Confirmation Hearing.  Notice of the Confirmation Hearing complied with the terms of the Disclosure Statement Order, was appropriate and satisfactory and was in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and Orders of this Court.

5.Confirmation of the Plan.  The Plan (including the Plan Supplement) and each of its provisions (whether or not specifically approved herein) is and are CONFIRMED in each and every respect, pursuant to section 1129 of the Bankruptcy Code, and the terms of the Plan and the Plan Supplement are incorporated by reference into, and are an integral part of, this Confirmation Order.

6.Objections to the Plan Are Overruled.  Any objections or responses, whether formal or informal, to confirmation of the Plan and any and all reservations of rights that (a) have not been withdrawn, waived or settled prior to the entry of this Confirmation Order or (b) are not cured by the relief granted herein are hereby OVERRULED in their entirety and on their merits, and all withdrawn objections or responses are hereby deemed withdrawn with prejudice.

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7.Effective Date.  The Effective Date of the Plan shall occur on the date determined by the Debtors and the Investors when the conditions set forth in Article 11 of the Plan have been satisfied or, if applicable, have been waived in accordance with the Plan. The failure to specifically include or refer to any particular article, section or provision of the Plan, Plan Supplement or any related document in this Confirmation Order shall not diminish or impair the effectiveness of such article, section or provision, it being the intent of the Court that this Confirmation Order confirms the Plan and any related documents in their entirety.

8.No Action Required.  Under the provisions of applicable non-bankruptcy law and section 1142(b) of the Bankruptcy Code, no action of the respective directors, stockholders, managers, or members of the Debtors is required to authorize the Debtors to enter into, execute, deliver, file, adopt, amend, restate, consummate, or effectuate, as the case may be, the Plan and any contract, instrument, or other document (including any documents that are part of the Plan Supplement or the Exit Credit Facilities) to be executed, delivered, adopted, or amended in connection with the implementation of the Plan.

9.Plan Classification Controlling.  The terms of the Plan shall govern the classification of Claims and Equity Interests for purposes of the distributions to be made thereunder. The classifications set forth on the Ballots tendered to or returned by the Holders of Claims in connection with voting on the Plan: (a) were set forth on the Ballots solely for purposes of voting to accept or reject the Plan; (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims under the Plan for distribution purposes; (c) may not be relied upon by any Holder of a Claim as representing the actual classification of such Claim under the Plan for distribution purposes; and (d) shall not be binding on the Debtors and Reorganized Debtors except for voting purposes.

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10.DIP Loan Claims.  All DIP Loan Claims are hereby deemed Allowed Claims in the full amount due and owing under the DIP Credit Agreement.  As contemplated by the Plan, the Holders of the Term A Loans and Term B Loans have each agreed to less favorable treatment of their DIP Loan Claims than is currently provided by the Plan.  Each Holder of the Term A Loans, in full and final satisfaction, settlement, release and discharge of and in exchange for such Term A Loans on or as soon as practicable after the Effective Date, shall receive its Pro Rata share of (a) Cash equal to ninety-nine percent (99%) of the aggregate amount of the Term A Loans and (b) that amount of the Second Lien Credit Facility equal to one percent (1%) of the aggregate amount of the Term A Loans.  Each Holder of the Term B Loans, in full and final satisfaction, settlement, release and discharge of and in exchange for such Term B Loans, shall receive its Pro Rata share of: (a) that amount of the Second Lien Credit Facility equal to the aggregate amount of the Term B Loans less the Required Combined Offering and Conversion Amount, (b) the Term B Loans Conversion Shares, (c) the Rights Offering Proceeds, which Rights Offering Proceeds shall be loaned back to the Reorganized Debtors on the Effective Date, as part of the original principal amount of the Second Lien Credit Facility.

11.Upon satisfaction of all Allowed DIP Loan Claims as set forth in this Confirmation Order, (i) all DIP Loan Claims and other amounts owing pursuant to the DIP Loan Documents shall be deemed paid in full and discharged (except for obligations pursuant to indemnification and other provisions of the DIP Loan Documents that by their terms survive the payment of the DIP Loan Claims and the termination of all Commitments (as defined in the DIP Credit Agreement) and the DIP Loan Documents); (ii) all Liens and security interests granted pursuant to the DIP Loan Documents, whether in the Chapter 11 Cases or otherwise, shall be deemed automatically terminated without any further action required and shall be of no further force or effect; (iii) each Guaranty (as defined in the DIP Credit Agreement) by each Guarantor (as defined in the DIP Credit Agreement) shall be automatically released and discharged; (iv) each DIP Loan Document shall be automatically terminated and be of no further force or effect (except for indemnification and other provisions of the DIP Loan Documents that by their terms survive the payment of the DIP Loan Claims and the termination of all Commitments and the DIP Loan Documents); and (v) the DIP Loan Agent shall be discharged from its duties and obligations under the DIP Loan Documents. The obligations and liabilities of the Loan Parties (as defined in the DIP Credit Agreement) under the DIP Loan Documents shall be reinstated with full force and effect if, at any time on or after the date hereof, all or any portion of the DIP Loan Claims paid to the DIP Loan Agent or any DIP Lender is voided or rescinded or otherwise must be returned by the DIP Loan Agent or any DIP Lender to the Loan Parties upon any Loan Party’s insolvency, bankruptcy, or reorganization or otherwise, all as though such payment had not been made. All documented unpaid professional fees and expenses incurred by the DIP Lenders shall be paid in full in Cash on or after (if agreed to by the applicable professional) the Effective Date.

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12.Subordination.  The allowance, classification and treatment of all Allowed Claims and Equity Interests and their respective Distributions and treatments under the Plan take into account and conform to the relative priority and rights of the Claims and Equity Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, however, the Debtors reserve the right to reclassify any Allowed Claim or Equity Interest in accordance with any contractual, legal, or equitable subordination relating thereto, unless otherwise provided in a settlement agreement concerning such Allowed Claim.

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13.Binding Effect.  Upon the occurrence of the Effective Date, the terms of the Plan are immediately effective and enforceable and deemed binding on the Debtors, the Reorganized Debtors, GGS Holdings, any and all Holders of Claims or Interests (regardless of whether such Holders of Claims or Interests have, or are deemed to have, accepted the Plan), all Persons or Entities that are parties to or are subject to the settlements, compromises, releases, discharges, and injunctions described in the Plan, each Person or Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors, all Persons or Entities making an appearance in the Chapter 11 Cases, any other party in interest in the Chapter 11 Cases, and the respective heirs, executors, administrators, successors, or assigns, if any, of any of the foregoing.

14.Vesting of Assets in the Reorganized Debtors.  Except as otherwise provided in the Plan or this Confirmation Order, on the Effective Date, (i) each Debtor will, as a Reorganized Debtor, continue to exist after the Effective Date as a separate legal entity, with all of the powers of such a legal entity under applicable law and without prejudice to any right to alter or terminate such existence (whether by merger, dissolution or otherwise) under applicable law; and (ii) on the Effective Date, all property of each Debtor’s Estate, and any property acquired by such Debtor or Reorganized Debtor under the Plan will vest in such Reorganized Debtor free and clear of all Claims, Liens, charges, other encumbrances, Equity Interests and other interests, except for Liens and obligations expressly established under the Plan (including in respect of the Exit Credit Facilities, as applicable).  On and after the Effective Date, except as otherwise provided in the Plan, each Reorganized Debtor may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims (other than Trade Claims, which shall be the sole responsibility of the Creditor Representative), or Causes of Action (other than Avoidance Actions not released by the Plan, which shall vest with and be controlled by the Creditor Representative) without supervision or approval by the Court and free of any restrictions imposed by the Bankruptcy Code, the Bankruptcy Rules, or the U.S. Trustee, subject only to those restrictions expressly imposed by the Plan or this Confirmation Order as well as the documents and instruments executed and delivered in connection therewith, including the documents, exhibits, instruments and other materials comprising the Plan Supplement.  Without limiting the foregoing, the Reorganized Debtors may pay the charges that they incur from and after the Effective Date for Professional Claims, disbursements, expenses or related support services (including fees relating to the preparation of Professional fee applications) without application to, or the approval of, the Court.

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15.Other Essential Documents and Agreements.  The form of documents comprising the Plan Supplement, any other agreements, instruments, certificates or documents related thereto and the transactions contemplated by each of the foregoing are approved and, upon execution and delivery of the agreements and documents relating thereto by the applicable parties (and the satisfaction of applicable terms and conditions to their effectiveness), shall be in full force and effect and valid, binding and enforceable in accordance with their terms without the need for any further notice to or action, order or approval of this Court, or other act or action under applicable law, regulation, order or rule. The Debtors, and on and after the Effective Date, the Reorganized Debtors and GGS Holdings, are authorized, without further approval of this Court or any other party, to execute and deliver all agreements, documents, instruments, securities and certificates relating to such agreements and perform their obligations thereunder, including, without limitation, amendment or modification of such documents in accordance with their terms and applicable non-bankruptcy law and the payment of all fees due thereunder or in connection therewith. The approval of the hereunder shall be deemed to be the requisite approval of the same by the shareholders of GGS for purposes of applicable non-bankruptcy law.

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16.Continued Corporate and Limited Liability Company Existence.  Each Debtor, as a Reorganized Debtor, and GGS Holdings, shall continue to exist after the Effective Date as a separate legal entity, with all of the powers of such a legal entity under applicable law and without prejudice to any right to alter or terminate such existence (whether by merger, dissolution or otherwise) under applicable law.

17.Continued Effect of Stays and Injunction.  Unless otherwise provided in the Plan or this Confirmation Order, all injunctions or stays in effect in the chapter 11 cases under sections 105 or 362 of the Bankruptcy Code or any order of the Court that is in existence on the Confirmation Date shall remain in full force and effect until the Effective Date.  All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

18.Appointment of Creditor Representative.  Peter Kravitz of SltnTrst LLC (d/b/a Solution Trust), not individually, but solely as representative for the entire Class of Trade Claims, is hereby appointed as Creditor Representative pursuant to the Plan and the Creditor Representative Agreement, as has and may be amended from time to time.  The Creditor Representative Agreement, as has and may be amended from time to time, and the provisions of the Plan relating to the Creditor Representative are hereby approved and incorporated herein by reference.  On the Effective Date, the Creditor Representative Agreement, as has and may be amended from time to time, shall be deemed to be effective without any further notice to or action by the Debtors, Reorganized Debtors, GGS Holdings, the Creditor Representative or any other party.

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19.Creditor Representative as Administrator of Escrow Account. Notwithstanding anything to the contrary in the Plan (including Plan Supplement), the Escrow Account is intended to and shall be treated as a “disputed ownership fund” within the meaning of Treasury Regulation § 1.468B-9(b)(1).  The Creditor Representative shall be the “administrator” of the Escrow Account pursuant to Treasury Regulation § 1.468B-9(b)(2).

20.Funding of Escrow Account.  Notwithstanding anything to the contrary herein or the Plan (including Plan Supplement), on the Effective Date, the Escrow Account shall be funded with the Trade Claims Distributions (as defined below).

21.Class 5 Trade Claims.  Paragraph 4.4.14 (Class 5 Trade Claims) is deleted in its entirety and replaced as follows:

4.4.14 Class 5 – Trade Claims.

(a) Classification:  Class 5 consists of all Trade Claims.

(b) Treatment:   Except to the extent that a Holder of an Allowed Class 5 Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for its Allowed Class 5 Trade Claim, each Holder of Allowed Class 5 Trade Claims shall receive on or as soon as reasonably practicable after the later of the Effective Date and the date on which such Class 5 Claim becomes Allowed, its Pro Rata share of (i) $3.0 million of Cash and (ii) the Library Improvement, provided that notwithstanding anything in the Plan to the contrary, the Library Improvement shall be payable on the Effective Date (collectively, the “Trade Claims Distribution”).

(c) Escrow and Timing of Payments: On the Effective Date, the Trade Claims Distribution amount shall be deposited into an escrow or similar segregated account that is acceptable to the Committee (the “Escrow Account”), the Debtors and the Requisite Investors, and shall be held in such account pending distribution to Holders of Allowed Trade Claims in accordance with the Plan.

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(d) Voting: Class 5 is Impaired.  Each Holder of a Class 5 Claim is entitled to vote to accept or reject the Plan.

22.Claims Reserve.  Paragraph 10.8 of the Plan (Claims Reserve) is hereby amended as follows:

“On the Effective Date, $3 million (less the amount Distributed to Holders of Trade Claims as of the Effective Date) shall be placed in the Escrow Account.  The Creditor Representative will administer such funds in accordance with this Plan and the Creditor Representative Agreement.”

shall be superseded and replaced with:

“On the Effective Date, the Trade Claims Distribution Amount shall be placed in the Escrow Account.  The Creditor Representative will administer such funds in accordance with this Plan and the Creditor Representative Agreement, as has and may be amended from time to time.”

23.For the avoidance of doubt, the remainder of Paragraph 10.8 of the Plan (and, specifically, the second full paragraph below the Paragraph 10.8 heading) shall remain unchanged.

24.Substantive Consolidation.The substantive consolidation of Debtors is appropriate, is warranted under the circumstances, and is approved.

25.Disallowance of Claims.  Except as provided herein or otherwise agreed, any and all Proofs of Claim filed after the applicable Claims Bar Date shall be deemed disallowed and expunged as of the Effective Date without any further notice to or action, order, or approval of the Court, and Holders of such Claims shall not be entitled to receive any Distributions on account of such Claims.

26.Administrative Claims Bar Date.  Any request for payment of a General Administrative Claim must be filed and served on the Reorganized Debtors pursuant to the procedures specified in the notice of entry of the Confirmation Order and this Confirmation Order on or prior to sixty (60)  days after the Effective Date (the “Administrative Claims Bar Date”); provided that no request for payment is required to be filed and served with respect to any:

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(i)   Administrative Claim that is Allowed as of the Administrative Claim Bar Date;

(ii)   Ordinary Course General Administrative Claim;

(iii)   Claim of a Governmental Unit not required to be filed pursuant to section 503(b)(1)(D) of the Bankruptcy Code;

(iv)   DIP Loan Claim, the Commitment Premium or Expense Reimbursement;

(v)   General Administrative Claim held by a current officer, director or employee of any Debtor for indemnification, contribution, or advancement of expenses pursuant to such Debtor’s certificate of incorporation, by-laws, or similar organizational document;

(vi)   Professional Claim; or

(vii)   Claim for U.S. Trustee Fees.

27.Any Holder of a General Administrative Claim who is required to, but does not, file and serve a request for payment of such General Administrative Claim pursuant to the procedures specified in the Confirmation Order on or prior to the Administrative Claim Bar Date shall be forever barred, estopped and enjoined from asserting such General Administrative Claim against the Debtors, the Reorganized Debtors, or their respective property, and such General Administrative Claim shall be deemed discharged as of the Effective Date.

28.Any objection to a request for payment of a General Administrative Claim that is required to be filed and served pursuant to Article 3.1 of the Plan and this Confirmation Order must be filed and served on the Reorganized Debtors, the Creditor Representative and the requesting party creditor (a) no later than 120 days after the Administrative Claim Bar Date or (b) by such later date as may be established by order of the Bankruptcy Court upon a motion by a Reorganized Debtor, with notice only to those parties entitled to receive notice pursuant to Bankruptcy Rule 2002.

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29.Release, Exculpation, Discharge, and Injunction Provisions.  The release, exculpation, discharge, injunction, and related provisions set forth in Article 12 of the Plan are approved in all respects, are incorporated herein in their entirety, and are so ordered and shall be immediately effective on the Effective Date of the Plan without further order or action on the part of the Court or any other party, and are effective and binding on all Persons and Entities to the extent provided therein.  For the avoidance of doubt and consistent with the preceding sentence, subject to the occurrence of the Effective Date, the Debtors shall be and hereby are released and discharged from any and all liability relating to all conduct prior to the date of this Confirmation Order relating to the Debtors’ compliance with any and all laws, rules and regulations governed by the U.S. Department of the Treasury’s Office of Foreign Assets Control, any anti-terrorism laws and any anti-corruption laws.

30.Preservation of Insurance.  The Debtors’ discharge, exculpation and release, and the exculpation and release in favor of Released Parties, as provided herein and the Plan shall not diminish or impair the enforceability of any insurance policy that may provide coverage for Claims against the Debtors, the Reorganized Debtors, their current and former directors and officers, or any other Person.

31.Consummation of the Backstop Conversion Commitment Agreement and Approval of the Rights Offering.  Without in any way limiting the authority provided under the Backstop Conversion Commitment Agreement Order or the Rights Offering Procedures Order, the Debtors, the Reorganized Debtors, and GGS Holdings, as applicable, are hereby authorized, without further notice to or action, order or approval of this Court or any other Person or Entity, to (a) perform under the Backstop Conversion Commitment Agreement, (b) execute and deliver any agreements, documents, instruments and certificates relating to the Rights Offering and the Backstop Conversion Commitment Agreement that may be necessary or appropriate, including in connection with the offer, issuance or sale of New Common Units pursuant thereto and (c) consummate the transactions contemplated by the Backstop Conversion Commitment Agreement in accordance with the terms thereof.  The use of the Rights Offering Proceeds, and the Debtors’ timing with respect to the use of the Rights Offering Proceeds, was in compliance with the Rights Offering Procedures Order, applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable non-bankruptcy laws, rules, or regulations, including without limitation the Securities Act.

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32.Calculation of Projected Cash Balance.  The certificate setting forth the calculation of the Projected Cash Balance was prepared in accordance with the principles and line items set forth in Schedule 2 to the Backstop Conversion Commitment Agreement and consistent with past practice, and was otherwise reasonable, prepared in good faith and in compliance with the Bankruptcy Code and any applicable non-bankruptcy laws, rules, or regulations, including without limitation the Securities Act, and all calculations under the Plan that are derived from the calculation of the Projected Cash Balance are hereby approved.

33.Approval of the New Emergence MIP.  On the Effective Date, the Reorganized Debtors or GGS Holdings, as applicable, shall adopt the New Emergence MIP and the New Emergence MIP (including, without limitation, “incentive stock options” as described in section 422 of the U.S. Internal Revenue Code of 1986, as amended) shall become effective without further action by the Reorganized Debtors or GGS Holdings or any further approvals (other than this Court’s approval in this Confirmation Order); provided, however, that the allocation and terms of awards under the New Emergence MIP shall be determined post-Effective Date by the New Board of Managers of GGS Holdings (or a duly authorized committee thereof).5  The Debtors, the Reorganized Debtors and GGS Holdings, as applicable, are authorized to execute and deliver all agreements, documents, instruments and certificates relating to the New Emergence MIP and the Reorganized Debtors and GGS Holdings, subject to the oversight of the New Board of Managers of GGS Holdings, are authorized to implement the New Emergence MIP and perform their obligations thereunder in accordance with, and subject to, the terms of the Plan, the New Emergence MIP, and any other agreements relating to the New Emergence MIP.  The New MIP Common Units to be issued pursuant to the Plan shall be duly authorized, validly issued, fully paid and non-assessable.

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34.Approval of Amended and Restated Limited Liability Company Agreement. Subject to, and upon the occurrence of, the Effective Date, and without further notice to any party, or further order or other approval of the Bankruptcy Court, or further act or action under applicable law, regulation, order or rule, or the vote, consent, authorization or approval of any Person (including any Holders of Claims or Equity Interests or the managers of GGS Holdings), the Amended and Restated Limited Liability Company Agreement is hereby approved and shall be valid and binding on GGS Holdings and, as described below, all Beneficial Owners and Members (each as defined in the Amended and Restated Limited Liability Company Agreement), and all New Common Units issued pursuant to the Plan shall be subject to the terms and conditions of the Amended and Restated Limited Liability Company Agreement.

____________________________

5 NTD: Final form of New Emergence MIP to be negotiated.

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35.Each Beneficial Owner of New Common Units takes such interest in New Common Units subject to the terms and conditions of the Amended and Restated Limited Liability Company Agreement and shall be deemed to be bound by the terms and conditions of the Amended and Restated Limited Liability Company Agreement. Each Person (including, without limitation, each Nominee, Investor, Management Holder (as defined in the Amended and Restated Limited Liability Company Agreement) and Significant Financial Claim Holder (as defined in the Amended and Restated Limited Liability Company Agreement) but specifically excluding each Beneficial Owner) that receives New Common Units shall be deemed to be bound by the Amended and Restated Limited Liability Company Agreement as a Member and registered holder of record of New Common Units from and after the Effective Date even if not a signatory thereto. Without limiting the foregoing, each of the Investors, the Management Holders, and the Significant Financial Claim Holders shall be required, as a condition to receiving its New Common Units, to execute and deliver a joinder or a counterpart to the Amended and Restated Limited Liability Company Agreement. To the extent that any New Common Units are not distributed to Significant Financial Claim Holders who would otherwise be entitled to receive such units within six months of the Effective Date due to a failure of such Significant Financial Claim Holder to become a signatory to the Amended and Restated Limited Liability Company Agreement, such New Common Units shall be treated as Unclaimed Property in accordance with Section 9.8 of the Plan.

36.Exit Credit Facilities Approved. On the Effective Date, the applicable Reorganized Debtors, GGS Holdings, and MCD Subsidiary as the case may be, shall execute and deliver, as applicable, (a) the credit agreement with respect to the First Lien Credit Facility (the “First Lien Credit Agreement”), (b) the credit agreement with respect to the Second Lien Credit Facility (the “Second Lien Credit Agreement”), and (c) all related documents, including the Exit Credit Facility Documents to which the applicable Reorganized Debtors, GGS Holdings, and MCD Subsidiary are intended to be a party on the Effective Date. All such documents (including the schedules thereto) are incorporated in the Plan and this Confirmation Order by reference, and shall become effective in accordance with their terms and the Plan.

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37.The entry of this Confirmation Order shall be deemed (a) approval of the Exit Credit Facilities and all transactions contemplated thereby and thereof (including (i) the formation of MCD Subsidiary and the assignment and transfer of the Multi-Client Data from the Reorganized Debtors to MCD Subsidiary and (ii) the additional syndication of the Exit Credit Facilities (if any)), and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors and GGS Holdings in connection therewith, including the payment of all fees (including commitment fees, premiums, upfront fees, back-end fees, as applicable), expenses (including payment of legal fees and expenses of counsel to the lenders and the administrative agent), losses, damages, indemnities and other amounts provided for by the Exit Credit Facility Documents, and (b) authorization for the Reorganized Debtors, GGS Holdings, and MCD Subsidiary to enter into and perform their obligations under the Exit Credit Facility Documents. Upon their execution, the Exit Credit Facility Documents shall constitute legal, valid, binding and authorized obligations of the Reorganized Debtors, GGS Holdings, and MCD Subsidiary enforceable in accordance with their terms. The financial accommodations to be extended pursuant to the Exit Credit Facility Documents are being extended, and shall be deemed to have been extended, in good faith, for legitimate business purposes, are reasonable, shall not be subject to avoidance, recharacterization or subordination (including equitable subordination) for any purposes whatsoever, and shall not constitute preferential transfers, fraudulent conveyances or other voidable transfers under the Bankruptcy Code or any other applicable non-bankruptcy law.

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38.On the Effective Date, all of the liens and security interests to be granted in accordance with the Exit Credit Facility Documents, including the liens and security interests in the assets of MCD Subsidiary, (a) shall be deemed to be approved; (b) shall be legal, binding and enforceable liens on, and security interests in, the collateral granted under respective Exit Credit Facility Documents in accordance with the terms of the Exit Credit Facility Documents; (c) shall be deemed perfected on the Effective Date, subject only to such liens and security interests as may be permitted under the Exit Credit Facility Documents, and the priorities of such liens and security interests shall be as set forth in the respective Exit Credit Facility Documents; and (d) shall not be subject to avoidance, recharacterization, or subordination (including equitable subordination) for any purposes whatsoever and shall not constitute preferential transfers, fraudulent conveyances or other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors, GGS Holdings, MCD Subsidiary and the secured parties (and their designees and agents) under such Exit Credit Facility Documents are hereby authorized to make all filings and recordings, and to obtain all governmental approvals and consents to establish and perfect such liens and security interests under the provisions of the applicable state, provincial, federal or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection of the liens and security interests granted under the Exit Credit Facility Documents shall occur automatically on the Effective Date by virtue of the entry of the Confirmation Order and funding on or after the Effective Date, and any such filings, recordings, approvals and consents shall not be necessary or required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such liens and security interests to third parties. To the extent that any Holder of a Secured Claim that has been satisfied or discharged pursuant to the Plan, or any agent for such Holder, has filed or recorded any liens and/or security interests to secure such Holder’s Secured Claim, then as soon as practicable on or after the Effective Date, such Holder (or the agent for such Holder) shall take any and all steps requested by the Debtors, Reorganized GGS, GGS Holdings or any administrative agent under the Exit Credit Facility Documents that are necessary to cancel and/or extinguish such liens and/or security interests (it being understood that such liens and security interests held by Holders of Secured Claims that are satisfied on the Effective Date pursuant to the Plan shall be automatically canceled/or extinguished automatically on the Effective Date by virtue of the entry of the Confirmation Order).  The Debtors and Reorganized GGS are hereby appointed as attorneys-in-fact under the laws of the United States of America for each Holder whose liens and/or security interests are terminated pursuant to the Plan, with full power and authority to execute on behalf of such Holder any notices or other public statements as are necessary or appropriate to evidence the termination of such party’s liens and/or security interests and any financing statement relating to any and all liens and/or security interests in the Debtors’ assets, should such Holder (or the agent for such Holder) fail to take the steps requested by the Debtors, Reorganized GGS or any administrative agent under the Exit Credit Facility Documents necessary to cancel and/or extinguish such liens and/or security interests pursuant to this paragraph.

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39.Issuance of Securities and Exemption from Registration.  On the Effective Date, GGS Holdings shall be authorized to issue the New Common Units in accordance with the terms of the Plan without the need for any further corporate action, under applicable law, regulation, order, rule or otherwise.  The New Common Units shall be, upon execution and delivery, legal, valid, binding, and enforceable against GGS Holdings in accordance with the terms of the Amended and Restated Limited Liability Company Agreement.

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40.The offer, issuance, sale or distribution under the Plan of the (a) New Common Units to Holders of Class 4A and Class 4B Financial Claims (other than any Rights Offering Shares issued to such Holders of Class 4A Financial Claims), (b) Term B Loans Conversion Shares and Commitment Premium Shares, (c) Warrants, and (d) New Common Units issuable upon the exercise of the Warrants, shall all be exempt under section 1145(a) of the Bankruptcy Code from the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration of an offer or sale of securities, except with respect to any person that is deemed an “underwriter” under section 1145(b) of the Bankruptcy Code.

41.The Rights and the Rights Offering Shares, which were limited to Accredited Investors only, shall all be issued without registration in reliance upon the exemption set forth in section 4(a)(2) of the Securities Act, or Rule 506 under the Securities Act, and will be “restricted securities.”

42.The New Common Units or other securities underlying the New Emergence MIP and the New Long Term MIP will be issued pursuant to another available exemption from registration under the Securities Act and other applicable law.

43.All securities described above were (or are designated to be) offered, distributed and sold pursuant to the Plan.

44.Governmental Approvals Not Required.  This Confirmation Order shall constitute all approvals and consents required, if any, by the laws, rules, or regulations of any state, federal, or other governmental authority with respect to the dissemination, implementation, or consummation of the Plan and the Disclosure Statement, any certifications, documents, instruments or agreements, and any amendments or modifications thereto, and any other acts referred to in, or contemplated by, the Plan and the Disclosure Statement.

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45.Notice of Confirmation and the Effective Date. As soon as reasonably practicable after the Effective Date, the Reorganized Debtors shall file and serve a notice of Confirmation and the Effective Date (the “Effective Date Notice”) in accordance with Bankruptcy Rules 2002 and 3020(c) within ten (10) business days after the occurrence of the Effective Date.  Notwithstanding the above, no Effective Date Notice or service of any kind shall be required to be mailed or made upon any Person or Entity to whom the Debtors mailed notice of the Confirmation Hearing, but received such notice returned marked “undeliverable as addressed,” “moved, left no forwarding address” or “forwarding order expired,” or similar reason, unless the Debtors have been informed in writing by such Person or Entity, or are otherwise aware, of that Person or Entity's new address. The above-referenced notice is adequate under the particular circumstances of these chapter 11 cases and no other or further notice is necessary.

46.Compliance with Tax Requirements. In connection with the Plan, to the extent applicable, the Reorganized Debtors, the Creditor Representative and the Distribution Agent shall comply with all tax withholding and reporting requirements imposed on them by any tax law, and all Distributions pursuant hereto shall be subject to such withholding and reporting requirements. Notwithstanding any provision in the Plan or this Confirmation Order to the contrary, the Reorganized Debtors, the Creditor Representative and the Distribution Agent are authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements, including withholding in kind (including withholding New Common Units), liquidating a portion of the Distributions to be made under the Plan to generate sufficient funds to pay applicable withholdings taxes, withholding Distributions pending receipt of information necessary to facilitate such Distributions or establishing any other mechanisms they believe are reasonable and appropriate. For purposes of the Plan, any withheld amount (or property) shall be treated as if paid to the applicable Claimant. The Reorganized Debtors and the Creditor Representative, as applicable, may allocate all Distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support and other spousal awards, liens and encumbrances. Distributions in full or partial satisfaction of Allowed Claims shall be allocated first to trust fund-type taxes, then to other taxes and then to the principal amount of Allowed Claims, with any excess allocated to unpaid interest that has accrued on such Claims.  Notwithstanding anything to the contrary in the Plan or this Confirmation Order, nothing in the Plan shall alter the treatment of tax withholding and reporting requirements contemplated by the Backstop Conversion Commitment Agreement with respect to the transaction contemplated thereby.

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47.Exemption from Transfer Taxes.  Pursuant to, and to the fullest extent permitted by, section 1146(a) of the Bankruptcy Code, any transfers from the Debtors to the Reorganized Debtors, GGS Holdings or to any other Person, pursuant to, in contemplation of, or in connection with the Plan (including any transfer pursuant to: (a) the issuance, distribution, transfer, or exchange of any debt, equity security, or other interest in the Debtors, Reorganized Debtors, or GGS Holdings; (b) the creation, modification, consolidation, assumption, termination, refinancing, and/or recording of any mortgage, deed of trust or other security interest, or the securing of additional indebtedness by such or other means; (c) the making, assignment, or recording of any lease or sublease; (d) the grant of collateral as security for any or all of the Exit Credit Facilities; (e) the issuance, transfer or exchange under the Plan of New Common Units, the Rights, the Rights Offering Shares, Warrants, or the New MIP Common Units; (f) the Backstop Conversion Commitment Agreement (including the Internal Reorganization contemplated thereby); or (g) the making, delivery or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments or other instrument of transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan) shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, sales and use tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental assessment, and the appropriate state or local government officials or agents shall forgo the collection of any such tax recordation fee or government assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax, recordation fee, or government assessment.  This Court shall retain specific jurisdiction with respect to these matters.

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48.        Executory Contracts and Unexpired Leases.

(a)           Approval of Plan Provisions Regarding Executory Contracts and Unexpired Leases.  The Executory Contract and Unexpired Lease provisions of Article 8 of the Plan are specifically approved in all respects, are incorporated herein in their entirety and are so ordered. The Debtors and Reorganized Debtors are authorized to assume, assume and assign, or reject Executory Contracts and Unexpired Leases in accordance with Article 8 of the Plan.

(b)           Rejection of Executory Contracts and Unexpired Leases.  Except as otherwise provided in the Plan, in this Confirmation Order or another Order of this Court, including the Order approving the compromise and settlement with SEI-GPI, LLC, all Executory Contracts and Unexpired Leases are rejected by the Plan on the Effective Date pursuant to sections 365 and 1123 of the Bankruptcy Code, other than (i) Executory Contracts or Unexpired Leases previously assumed or rejected pursuant to an order of the Bankruptcy Court, (ii) Executory Contracts or Unexpired Leases that are the subject of a motion to assume that is pending on the Effective Date, and (iii) the Specified Contracts that GGS elected to assume pursuant to the Plan, which may be amended at any time prior to the Effective Date.  For the avoidance of doubt, the definition of “Specified Contracts” includes those contracts assumed under the terms of the Confirmation Order.  Rejection of such Executory Contracts and Unexpired Leases is supported by the Debtors’ sound  business judgment and is approved.  This Confirmation Order constitutes an order approving such rejections pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date.  Except as otherwise provided in this Confirmation Order, any and all objections or reservations of rights in connection with the rejection of an Executory Contract or Unexpired Lease under the Plan, if any, are overruled on their merits.

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(c)           Assumption and Cure Claims.  Except as otherwise provided in the Plan or in this Confirmation Order, on the Effective Date, each Debtor shall be deemed to have assumed and assigned to the Reorganized Debtors each Specified Contract (as may be amended by agreement of the parties) to which it is a party pursuant to section 365 of the Bankruptcy Code and in accordance with the terms and conditions of the Plan.  Except as otherwise provided in this Confirmation Order, any and all objections or reservations of rights in connection with the assumption of an Executory Contract or Unexpired Lease under the Plan, if any, are overruled on their merits.  At the election of the Debtors or the Reorganized Debtors, as applicable, any monetary defaults, other than a default which is not required to be cured under sections 365(b)(2) and 365(e), under each Specified Contract assumed under the Plan shall be satisfied pursuant to section 365(b)(1) of the Bankruptcy Code in one of the two following ways: (i) payment of the cure amount promptly after the Effective Date, or, if there is a dispute regarding the assumption or cure of such Specified Contract, the entry of a Final Order or orders resolving such dispute; or (ii) on such other terms as agreed to by the Debtors or Reorganized Debtors and the non-Debtor counterparty to such Specified Contract.

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(d)           Adequate Assurance of Future Performance.  The only adequate assurance of future performance required for each assumed Executory Contract or Unexpired Lease shall be the promise of the applicable Reorganized Debtor to perform all obligations under such Executory Contract or Unexpired Lease under this Plan. Sufficient adequate assurance of future performance has been provided for each assumed Executory Contract or Unexpired Lease.

(e)           Release Upon Assumption of Executory Contract or Unexpired Lease.  Subject only to payment of the cure amount, if any, assumption of any agreement, Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, and the deemed termination of any termination right or remedial provision arising under any such agreement, Executory Contract or Unexpired Lease at any time prior to the effective date of its assumption, or as a result of such assumption, the transactions contemplated by the Plan or any changes in control or ownership of any Debtors during the Chapter 11 Cases or as a result of implementation of the Plan.  For the avoidance of doubt, any clause or provision of any agreement between the Debtors and any other party (including any Holder of a Claim or Equity Interest under the Plan) that purports to modify the rights of such party based on the Plan, events relating to the Chapter 11 Cases, or any of the transactions contemplated by the Plan shall be ineffective.  Notwithstanding anything to the contrary herein, in the Plan or any other Order of this Court, any Proofs of Claim filed with respect to an Executory Contract or Unexpired Lease that has been assumed shall be deemed disallowed and expunged, without further notice to or action, order or approval of the Court.

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(f)           Bar Date for Rejection Damage Claims.  Any Claim arising from or relating to the rejection of an Executory Contract or Unexpired Lease (“Rejection Damage Claim”) must be filed with the Debtors’ notice and claims agent, Prime Clerk, no later than thirty (30) days after the Effective Date (the “Rejection Bar Date”), unless rejected at a later date as a result of a disputed assumption, assignment or cure amount as set forth in Article 8.5 of the Plan.  Rejection Damage Claims must be filed so as to be actually received by Prime Clerk by the Rejection Bar Date and be submitted in one of the following methods: (i) by hand delivery or overnight courier or (ii) by first class mail to:  SltnTrst LLC, c/o Peter Kravitz, Creditor Representative, 5915 Edmond Street, Suite 102, Las Vegas, Nevada 89118 and Greenberg Traurig, LLP, Attn: Shari L. Heyen and David R. Eastlake, 1000 Louisiana Street, Suite 1700, Houston, Texas 77002.    Rejection Damage Claims may not be delivered by facsimile, telecopy or electronic mail transmission.  The Debtors or Reorganized Debtors, as applicable, shall provide notice of the Rejection Bar Date and may include such notice in the Notice of Effective Date or in a separate notice.  For the avoidance of doubt, any Allowed Rejection Damage Claim shall be classified as a Class 5 Trade Claim and shall be treated in accordance with Article 4.4 of the Plan. Any Rejection Damage Claims that are not timely filed shall be automatically disallowed, forever barred from assertion, and shall not be enforceable against the Debtors, the Reorganized Debtor or any of their property or the Creditor Representative or its property without the need for any objection by the Reorganized Debtors and the Creditor Representative, as the case may be, or further notice to or action, order, or approval of the Court, and any Rejection Damage Claim shall be deemed fully satisfied, released and discharged, notwithstanding anything in the Schedules or a Proof of Claim to the contrary.

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49.Plan Distributions.  On and after the Effective Date, distributions on account of Allowed Claims and the resolution and treatment of Disputed Claims shall be effectuated pursuant to Article 9 of the Plan.

50.Preservation of Causes of Action.  In accordance with section 1123(b) of the Bankruptcy Code, except as otherwise expressly provided in the Plan or this Confirmation Order, each and every Cause of Action, right of setoff and other legal and equitable defenses of any Debtor or any Estate are preserved for the benefit of the Reorganized Debtors (and with respect to Avoidance Actions, the Creditor Representative) and, along with the exclusive right to enforce such Cause of Action (other than Avoidance Actions, which the Creditor Representative shall have the exclusive right to enforce to the extent set forth in the Plan) and rights, shall vest exclusively in Reorganized Debtors (and with respect to Avoidance Actions, the Creditor Representative) as of the Effective Date.  Unless a Cause of Action is expressly waived, relinquished, released or compromised in the Plan, this Confirmation Order or another order of the Court, the Reorganized Debtors expressly reserve such Cause of Action for later adjudication and, accordingly, no doctrine of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise), laches or other preclusion doctrine shall apply to such Cause of Action as a consequence of the Confirmation, the Plan, the vesting of such Cause of Action (other than Avoidance Actions, which shall vest in the Creditor Representative on the Effective Date) in Reorganized Debtors, any order of the Bankruptcy Court or these Chapter 11 Cases.  No Person or Entity may rely on the absence of a specific reference in the Plan or the Disclosure Statement to any Cause of Action against them as an indication that the Debtors or the Reorganized Debtors, as applicable, will not pursue such Cause of Action against them.  The Debtors or Reorganized Debtors, as applicable, instead expressly reserve all rights to prosecute any and all Causes of Action against any Entity or Person, in accordance with the Plan.

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51.Notwithstanding anything to the contrary herein or in the Plan, on the Effective Date of the Plan, all Avoidance Actions other than those released by the Plan or this Confirmation Order shall be transferred to and vest in the Creditor Representative.  The Creditor Representative shall have exclusive standing and be free to settle, pursue or otherwise address the Avoidance Actions in its sole discretion without further notice to, or action, order, or approval of the Court; provided, however, that the Creditor Representative may use any such retained Avoidance Actions solely for the purpose of setoff or recoupment against a Claim that would otherwise be Allowed, and in no event may such Avoidance Action result in an affirmative recovery from any actual or potential defendant.  The Debtors and the Reorganized Debtors, as the case may be, expressly reserve, on behalf of the Creditor Representative, all of the Creditor Representative’s rights to prosecute any and all Avoidance Actions against any Holder of a Claim to the extent set forth in the Plan.The Reorganized Debtors are deemed representatives of the Estates for the purpose of prosecuting any Claim or Cause of Action and any objections to Claims pursuant to 11 U.S.C. § 1123(b)(3)(B), except that the Creditor Representative is deemed the representative of the Estates for the purpose of prosecuting any Avoidance Actions (for the limited defensive purposes provide in the Plan) and any objections to Trade Claims pursuant to 11 U.S.C. § 1123(b)(3)(B).

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52.Professional Claims.  All requests for compensation or reimbursement of Professional Claims shall be filed and served on the Reorganized Debtors, counsel to the Reorganized Debtors, the U.S. Trustee, counsel for the Investors, and such other entities who are designated by the Bankruptcy Rules, the Confirmation Order or other order of the Court, no later than thirty (30) days after the Effective Date.  Holders of Professional Claims that are required to file and serve applications for final allowance of their Professional Claims and that do not file and serve such applications by the required deadline shall be forever barred from asserting such Professional Claims against the Debtors, Reorganized Debtors or their respective properties or assets, and such Professional Claims shall be deemed discharged as of the Effective Date. Objections to any Professional Claims must be filed and served on the Reorganized Debtors, counsel for the Reorganized Debtors, counsel for the Investors, and the requesting Professional no later than twenty (20) days after the filing of the final applications for compensation or reimbursement (unless otherwise agreed by the party requesting compensation of a Professional Claim).  Other than as set forth herein or in the Plan, the procedures set forth in the Agreed Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Case Professionals [Dkt. No. 246] shall remain in effect for services provided through the Effective Date.  Notwithstanding anything to the contrary in the  Plan or this Confirmation Order, (i) each Reorganized Debtor is authorized to pay the charges that it incurs on or after the Effective Date for Professionals’ fees, disbursements, expenses or related support services (including fees relating to the preparation of Professional fee applications) without application to the Court, and (ii) any Professional who may receive compensation or reimbursement of expenses pursuant to the Order Authorizing Employment and Compensation of Certain Professionals in the Ordinary Course of Business (the “Ordinary Course Professionals Order”) [Dkt No. 337] may continue to receive such compensation and reimbursement of expenses for services rendered before the Effective Date pursuant to the Ordinary Course Professionals Order without further Court review or approval (except as otherwise provided in the Ordinary Course Professionals Order).

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53.Statutory Fees.  Notwithstanding anything to the contrary contained in the Plan, on the Effective Date, the Debtors shall pay, in full, in Cash, any fees due and owing to the U.S. Trustee from any of the Debtors at the time of Confirmation. On and after the Effective Date, the Reorganized Debtors shall be responsible for filing required post-confirmation reports and paying quarterly fees due to the U.S. Trustee for each Reorganized Debtor until the entry of a final decree in such Debtor’s Chapter 11 Case or until such Chapter 11 Case is converted or dismissed.

54.Plan Implementation.

(a)           In accordance with section 1142 of the Bankruptcy Code and any provisions of the business corporation law of any applicable jurisdiction (including, without limitation, section 303 of the Delaware General Corporation Law) (collectively, the “Reorganization Effectuation Statutes”), without further action by the Court or the stockholders, members, managers or directors of any Debtor, Reorganized Debtor, or GGS Holdings, the Debtors, the Reorganized Debtors, GGS Holdings, as well as the officers of the appropriate Debtor, Reorganized Debtor, or GGS Holdings, are authorized to: (i) take any and all actions necessary or appropriate to implement, effectuate and consummate the Plan, this Confirmation Order and the transactions contemplated thereby or hereby, including, without limitation, the transactions identified in Article 5 of the Plan; and (ii) execute and deliver, adopt or amend, as the case may be, any contracts, instruments, releases, agreements and documents necessary to implement, effectuate and consummate the  Plan, including without limitation, those contracts, instruments, releases, agreements and documents identified in Articles 5 and 6 of the Plan (including, without limitation, the First Lien Credit Agreement, the Second Lien Credit Agreement, the Exit Credit Facility Documents, the organizational documents of each Reorganized Debtor and GGS Holdings, and the New Emergence MIP).

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(b)           Except as set forth in the Plan, all actions authorized to be taken pursuant to the Plan (including, without limitation, (i) the adoption or assumption, as appropriate, of any Executory Contracts or Unexpired Leases, (ii) selection of the managers, directors and officers, as appropriate, for the Reorganized Debtors and GGS Holdings, (iii) issuances and distributions of New Common Units and New Warrants, and (iv) entry into any contracts, instruments, releases, agreements, and documents necessary to implement, effectuate, and consummate the Plan, including, without limitation, those contracts, instruments, releases, agreements and documents identified in Articles 5 and 6 of the Plan, (including, without limitation, the First Lien Credit Agreement, the Second Lien Credit Agreement, the Exit Credit Facility Documents, the organizational documents of each Reorganized Debtor and GGS Holdings, and the New Emergence MIP) shall be effective prior to, on, or after the Effective Date pursuant to this Confirmation Order, without further application to, or order of this Court, or further action by the respective managers, officers, directors, members or stockholders of the Reorganized Debtors.

(c)           To the extent that, under applicable non-bankruptcy law, any of the foregoing actions would otherwise require the consent or approval of the stockholders or directors of any of the Debtors, Reorganized Debtors, or GGS Holdings, this Confirmation Order shall, pursuant to section 1142 of the Bankruptcy Code and the Reorganization Effectuation Statutes, constitute such consent or approval, and such actions are deemed to have been taken by unanimous action of the directors and stockholders of the appropriate Debtor, Reorganized Debtor, or GGS Holdings, as applicable; provided, however, (i) the allocation and terms of awards under the New Emergence MIP shall be determined post-Effective Date by the New Board of Managers of GGS Holdings (or a duly authorized committee thereof); (ii) all terms of the New Long Term MIP, including, without limitation, proposed recipients, vesting schedule and form of awards, shall be determined by the New Board of Managers of GGS Holdings (or a duly authorized committee thereof); and (iii) the implementation of the New Emergence MIP and New Long Term MIP shall be subject to the oversight of the New Board of Managers of GGS Holdings.

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(d)           Each Governmental Unit is hereby directed and authorized to accept any and all documents, mortgages, security agreements, financing statements, and instruments necessary or appropriate to effectuate, implement or consummate the transactions contemplated by the Plan, the Exit Credit Facilities, and this Confirmation Order.

(e)           All transactions effected by the Debtors during the pendency of the Chapter 11 Cases from the Petition Date through the Confirmation Date are approved and ratified, subject to the satisfaction of any applicable terms and conditions to effectiveness of such transactions.

55.Cancellation of Existing Agreements, Notes and Equity Interests.  On the Effective Date, except as otherwise specifically provided for in the Plan or this Confirmation Order, the obligations of the Debtors under the Indentures for the Senior Notes, and any other Certificate, Equity Interest, share, note, bond, indenture, purchase right, option, warrant or other instrument or document directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors or giving rise to any Claim or Equity Interest (except such Certificates, notes or other instruments or documents evidencing indebtedness or obligation of or ownership interest in the Debtors that are Reinstated or otherwise are continuing as modified pursuant to the Plan), shall be canceled solely as to the Debtors, and the Reorganized Debtors shall not have any obligations thereunder and shall be released and discharged therefrom; provided that (x) the Senior Notes Indentures shall remain in effect and govern the rights and obligations of the Indenture Trustee and the beneficial Holders of notes issued under such Indentures, including to effectuate any charging liens permitted under the Indentures, respectively and (y) any obligations of the Debtors and GGS Holdings in the Backstop Conversion Commitment Agreement that by their terms are to be satisfied after, or are otherwise stated to survive, the closing of the Backstop Conversion Commitment Agreement shall be the obligations of the Reorganized Debtors and GGS Holdings.

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56.Binding Effect of Prior Orders.  Pursuant to section 1141 of the Bankruptcy Code, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date and subject to the terms of the Plan and this Confirmation Order, all prior orders entered in the Chapter 11 Cases, all documents and agreements executed by the Debtors as authorized and directed thereunder and all motions or requests for relief by the Debtors pending before the Court as of the Effective Date shall be binding upon and shall inure to the benefit of the Debtors, the Reorganized Debtors and their respective successors and assigns.

57.Reversal.  If any or all of the provisions of this Confirmation Order are hereafter reversed, modified or vacated by subsequent order of this Court or any other court, such reversal, modification or vacatur shall not affect the validity of the acts or obligations incurred or undertaken under or in connection with the Plan prior to the Debtors’ receipt of written notice of such order. Notwithstanding any such reversal, modification or vacatur of this Confirmation Order, any such act or obligation incurred or undertaken pursuant to, and in reliance on, this Confirmation Order prior to the effective date of such reversal, modification or vacatur shall be governed in all respects by the provisions of this Confirmation Order and the Plan and all related documents or any amendments or modifications thereto.

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58.Effectiveness of All Actions.  All actions authorized to be taken under the Plan are effective on, prior to, or after the Effective Date, as applicable, under this Confirmation Order, without further application to, or order of the Court, or further action by the respective officers, directors, managers, members, or equity Holders of the Debtors, the Reorganized Debtors, or GGS Holdings and with the effect that such actions had been taken by unanimous action of such officers, directors, managers, members, or equity Holders.

59.Modification of the Plan.  Subject to the limitations contained in the Plan, and subject to the consent of the Investors as set forth in the Plan or the Backstop Conversion Commitment Agreement, as applicable, and in consultation with the Committee, the Debtors or the Reorganized Debtors, as the case may be, may, after entry of this Confirmation Order, amend or modify the Plan at any time prior to the substantial consummation of the Plan in accordance with its terms without further order of the Court, or if requested by the Debtors, pursuant to a subsequent order of the Court.  In addition, without the need for a further order or authorization of this Court, but subject to the express provisions of this Confirmation Order and the consent of the Investors, the Debtors shall be authorized and empowered to make non-material modifications to the documents filed with the Court, including the Plan Supplement, in their reasonable business judgment as may be necessary.

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60.Dissolution of the Committee.  After the Effective Date, the Committee shall be restricted to and shall not be heard on any issue except:  (a) applications filed pursuant to sections 330 and 331 of the Bankruptcy Code, including entry of a Final Order with respect to final fee applications filed by the Committee’s professionals, (b) motions or litigation seeking enforcement of the provisions of the Plan and the transactions contemplated hereunder or under the Confirmation Order, (c) any pending objections to Claims filed by the Committee prior to the Effective Date, and (d) pending appeals and related proceedings; provided that with respect to pending appeals and related proceedings, the Committee shall continue to comply with sections 327, 328, 329, 330, 331 and 1103 of the Bankruptcy Code and the Professional Fee Order in seeking compensation for services rendered.  Upon the resolution of all matters set forth in (a)-(c) in the prior sentence, the Committee shall dissolve, and the members thereof shall be released and discharged from all rights and duties arising from, or related to, the Chapter 11 Cases.

61.Governing Law.  Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of Texas, without giving effect to the principles of conflicts of laws shall govern the rights, obligations, construction and implementation of the Plan and any agreements, documents, instruments or contracts executed or entered into in connection with the Plan, unless otherwise specified.

62.Failure of Consummation.  If the Effective Date does not occur, then: (a) the Plan will be null and void in all respects; (b) any settlement or compromise embodied in the Plan, assumption or rejection of Executory Contracts or Unexpired Leases effected by the Plan, and any document or agreement executed pursuant to the Plan will be null and void in all respects; and (c) nothing contained in the Plan shall (i) constitute a waiver or release of any Claims, Equity Interests, or Causes of Action, (ii) prejudice in any manner the rights of any Debtor or any other Person or Entity, or (iii) constitute an admission, acknowledgement, offer, or undertaking of any sort by any Debtor or any other Person or Entity.

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63.Senior Management Employment Agreements. The employment agreements for Richard White, Sean Gore, James Brasher, Ross Peebles and Thomas Fleure (collectively, the “Senior Management”)  will remain in effect after the Effective Date, provided that: (a) to the extent the New Board of Managers deems it necessary, Senior Management and the New Board of Managers will negotiate new or amended employment agreements in good faith within sixty (60) days of the Effective Date that will reflect current “market” terms on severance and provide for incentive-based bonuses; (b) no change of control shall have occurred, or be deemed to have occurred, as a result of the filing of the chapter 11 cases, confirmation of the Plan, the occurrence of the Effective Date, or the consummation of the Plan; and (c) each member of Senior Management shall be deemed to have waived any rights or claims that may arise pursuant to the existing employment agreements in the event a “change of control” has occurred or may occur as a result of the filing of the chapter 11 cases, the confirmation or consummation of the Plan, or the occurrence of Effective Date.

64.Compromise of Objections of Texas Comptroller of Public Accounts.  Notwithstanding anything in the Plan or this Confirmation Order to the contrary:  (1) the setoff rights of the Texas Comptroller of Public Accounts, if any, are preserved to the extent provided under section 553 of the Bankruptcy Code; (2) each of the Comptroller’s Allowed Priority Tax Claims, including Disputed Claims which become Allowed Claims, if any, shall be paid with interest accruing from the Effective Date in accordance with § 1129(a)(9)(C) of the Bankruptcy Code and Section 3.5 of the Plan; and (3) the Texas Comptroller of Public Accounts is deemed to have elected not to grant and will not be subject to any non-debtor third party releases and injunctions under Articles 12.6 and 12.8 of the Plan.

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65.A failure by the Debtors or Reorganized Debtors to make a payment to the Texas Comptroller of Public Accounts on account of an Allowed Priority Tax Claim pursuant to the terms of the Plan shall be an event of default (“Event of Default”).  If the Reorganized Debtors, as applicable, fail to cure an Event of Default within fifteen (15) calendar days after service of a written notice of default, or upon a fifth Event of Default, which may not be cured, then the Texas Comptroller of Public Accounts may exercise any and all rights and remedies under applicable non-bankruptcy law to enforce any unpaid Allowed Priority Tax Claims, and seek such relief as may be appropriate in this Court after notice and a hearing.   The Debtors’ rights, claims and defenses, if any, are retained and preserved.

66.Compromise of Objection of Former STRM, LLC Members.  Upon occurrence of the Effective Date of the Plan, the Equity Purchase Agreement Among Global Geophysical Services, Inc., Global Microseismic Services, Inc., STRM, LLC and each of the Members Thereof Named Herein (the “STRM EPA”) dated as of January 25, 2011, executed by Global Geophysical Services, Inc., Global Microseismic Services, Inc., STRM, LLC, Peter Geiser, Robert Ratliff, Kurt Ranzinger, Louis Magnani, Michael Magnani, Robert Magnani, James Geiser and Fred Cannizzaro, shall be deemed assumed pursuant to 11 U.S.C. § 365. The aggregate cure amount of $18,222.00 is the only cure payment owed to Peter Geiser, Robert Ratliff, Kurt Ranzinger, Louis Magnani, Michael Magnani, Robert Magnani, James Geiser and Fred Cannizzaro (collectively the “Former STRM Members”) with respect to the EPA as of December 19, 2014 and there is no other default or amount required to be satisfied to assume the STRM EPA under 11 U.S.C. § 365.

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67.For the avoidance of doubt and notwithstanding Article 8.4 of the Plan or anything contained in this Order to the contrary, the Reorganized Debtors shall remain obligated to honor all obligations under the STRM EPA that become due after December 19, 2014 including, without limitation, to timely pay (1) the remaining unpaid balance of the Cash Purchase Price in the STRM EPA totaling $400,000.00 to the Former STRM Members by paying $200,000.00 to them in the aggregate on each of April 25, 2015 (modified by agreement) and January 25, 2016, respectively, pursuant to Article 3.2(b) of the STRM EPA; and (2) all royalty payments due for the year 2014 and subsequent years in accordance with Article 3.5 of the STRM EPA. All payments to the Former STRM Members shall be in accordance with the Former Members’ ownership percentages identified in “Exhibit A-Ownership Information” to the STRM EPA. Notwithstanding anything contained in the Plan or this Order to the contrary, the Creditor Representative nor the Reorganized Debtors shall demand or seek to recover from any Former STRM Member any amount previously paid by any Debtor to them under the STRM EPA.

68.Compromise of Objection of GE Capital Commercial Inc. GE Capital Commercial Inc. (“GECC”) is the current lessor under a Master Lease Agreement Number 21104 between First National Capital Corporation (“First National”) and GGS, dated April 29, 2011, assigned by First National to GECC on June 6, 2013 (the “Master Lease”) and Equipment Schedule No. 10180-02 between First National and GGS, dated December 21, 2012, assigned by First National to GECC on December 27, 2012 (the “Assumed and Extended Schedule” and together with the Master Lease, the “Lease Documents”).  In resolving GECC’s informal objections to the Plan, GECC and GGS entered into a Lease Modification Agreement, substantially in the form filed with the Plan Supplement, and as part of the compromise of GECC’s objections, the Debtors also have agreed to reimburse GECC for actual and documented fees and costs in an amount not to exceed $20,000.00 on or as soon as reasonably practicable after the Effective Date.  This is a reasonable compromise of GECC’s objections and it is approved.   GECC’s informal objections to the Plan are hereby withdrawn with prejudice and overruled. 

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69.Compromise of Objection of Amegy.   Paragraph 4.4.3 of the Plan is deleted in its entirety and replaced as follows:

4.4.3    Class 3A –Secured Amegy Claim.

(e) Classification:  Class 3A consists of the Holder of the Secured Amegy Claim.

(f) Treatment:  Except to the extent that a Holder of an Allowed Amegy Secured Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Secured Amegy Claim, the Allowed Secured Amegy Claim shall be reinstated and rendered Unimpaired in accordance with section 1124 of the Bankruptcy Code, including retention of all Liens.  If the letter of credit issued under the Amegy LC Facility is drawn, either in whole or in part,   by the beneficiary thereunder before such letter of credit expires, and such draw is honored and paid by Amegy according to its terms, Amegy may apply the cash collateral deposit in its possession to the Amegy Secured Claim in accordance with the Amegy LC Facility.  The Allowed Amegy Secured Claim will include post-petition interest at the non-default rate and reasonable attorneys’ fees and costs, in each case to the extent permitted under section 506(b) of the Bankruptcy Code and the applicable provisions of the Amegy LC Facility.  In the event the cash collateral deposit in Amegy’s possession is not sufficient to pay in full the Allowed Amegy Secured Claim, all such unpaid amounts will be treated as Class 5 Trade Claims under this Plan.

(g) Voting:  The Holder of the Allowed Amegy Secured Claim is conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.

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This is a reasonable compromise of Amegy’s objection and it is approved.   Amegy’s objection to the Plan [Dkt. No. 894] is hereby withdrawn with prejudice, and Amegy is hereby deemed to accept the Plan by agreement. 

70.Compromise of RDSeismic.  By agreement of the parties and notwithstanding any provision of the Plan or related document to the contrary, upon occurrence of the Effective Date of the Plan the Debtors shall be deemed to have assumed that certain Asset Purchase Agreement (the “RDSeismic APA”) by and among Global Geophysical Services, Inc., Autoseis Development Company, RDSeismic LLC, RDSeismic General Partnership, Ralph B. Muse, and each of the partners of RDSeimic General Partnership.  The parties have agreed to a negotiated Cure Amount of $300,000, payable ninety (90) days following the Effective Date.  This is a reasonable compromise of the cure amount associated with the RDSeismic agreements.

71.Compromise of Vercet.  Notwithstanding any provision of the Plan, Confirmation Order or related document to the contrary, (i) the Effective Date shall not cause an automatic assumption or rejection of the Agreement for Design and Feasibility Analysis of Removable Marine Seismic Recorder and its related amendments or any other agreement (the “Vercet Agreements”) involving the Debtors and Vercet LLC (“Vercet”), (ii) the time for the Debtors or Reorganized Debtors to assume, reject or come to a consensual agreement with Vercet concerning the Vercet Agreements shall be extended, without prejudice, as set forth below until 60 days after the Effective Date or such longer period as Vercet and the Debtors or Reorganized Debtors may agree in writing, and (iii) any claims, disputes or cause of action relating to the Vercet Agreements, and all rights of Vercet, the Debtors, the Reorganized Debtors, and the Creditor Representative/Committee, including those relating to the cure amount or rejection damages, if any, associated with the assumption or rejection of the Vercet Agreements, the presentation of facts and legal argument before any tribunal, jurisdiction, forum, procedure, defenses, and recoupment/setoff, shall be fully preserved.  In the event that the Debtors and Vercet are unable to come to a consensual agreement concerning the Vercet Agreements, the Debtors shall file a motion with the Bankruptcy Court to assume or reject the Vercet Agreements no later than 60 days after the Effective Date.  For the avoidance of doubt, the 60-day deadline shall apply only to the date by which the Debtors must file a motion to assume or reject the Vercet Agreements and not to the date by which the Bankruptcy Court must issue a ruling on the Debtors’ motion.

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72.Compromise with Richard A. Degner and Geophysical Technology, Inc.  The Debtors have resolved: (a) all objections to confirmation of the Plan asserted by Richard A. Degner (“Degner”) and/or Geophysical Technology, Inc. (“GTI”), and (b) all Proofs of Claim filed by Degner and/or GTI in these bankruptcy cases, through entry into an Assignment and Non-Disparagement Agreement and the inclusion of this section in this Order.  The Assignment and Non-Disparagement Agreement is hereby approved, and the Debtors are authorized to take all actions necessary to effectuate the Assignment and Non-Disparagement Agreement in accordance with its terms.  All of Degner’s and/or GTI’s objections to confirmation of the Plan, including the Objection of Richard A. Degner to the Confirmation of the Debtors’ Second Amended Plan of Reorganization as Reformed [Docket No. 898], are hereby withdrawn with prejudice and overruled.  All of Degner’s and/or GTI’s proofs of claim (including proofs of claim nos. 275, 276, 277, 278, 279, and 293) filed in these bankruptcy cases are hereby withdrawn with prejudice and expunged.

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73.Solely for purposes of Section 6.3 of the Plan only, Degner shall be treated under the Plan as if he served or was employed by a Debtor on or after the Petition Date; provided, however, that the Reorganized Debtors and GGS Holdings shall have no indemnification obligations to Degner or GTI with respect to those claims or causes of action that are not released pursuant to the following paragraph and which are brought by the Reorganized Debtors and/or GGS Holdings against Degner or GTI.

74.For the avoidance of doubt, the Settlement Agreement and Mutual Release, by and between Richard A. Degner and Global Geophysical Services, Inc., dated as of January 25, 2013 (the “January 2013 Agreement”), is non-executory and therefore is not subject to assumption or rejection under the Bankruptcy Code or the Plan.  The releases granted to Degner (and all of Degner’s obligations) under the January 2013 Agreement shall survive confirmation of the Plan, remain unaffected thereby, and shall not be discharged.  Other than as explicitly provided in the January 2013 Agreement, no additional releases are provided to Degner or GTI and all claims or causes of action, if any, not otherwise released under the January 2013 Agreement, that Debtors may have against Degner or GTI are preserved.  The ServiceMark License Agreement, dated January 10, 2006, by and between Degner and GGS, is terminated pursuant to the Assignment Agreement.  Degner and GTI dispute that there is any appropriate basis for the Debtor, its affiliates and/or Officers and Directors to assert any claim or cause(s) of action against them.  They further assert that they have acted appropriately from and after Degner’s separation from the Debtor and/or its affiliates.

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75.Compromise with Marathon Oil Company.  Notwithstanding any provision of the Plan, Confirmation Order or related document to the contrary, (i) the Effective Date shall not cause an automatic assumption or rejection of the Master Onshore Seismic Data Acquisition and Processing and its related agreements or any other agreement (the “Marathon Agreements”) involving the Debtors and Marathon Oil Company and its affiliates (“Marathon”), (ii) the time for the Debtors or Reorganized Debtors to assume, reject or come to a consensual agreement with Marathon concerning the Marathon Agreements shall be extended, without prejudice, until sixty (60) days after the Effective Date or such longer period as Marathon and the Debtors or Reorganized Debtors may agree in writing, (iii) the deadline for filing a responsive pleading and any hearing on the Objection of Marathon Oil KDV B.V. and Marathon Oil Company to Proposed Cure Amount and to Plan Materials Impacting Its Rights, and Motion to Compel Arbitration [Docket No. 877] shall be adjourned until no earlier than sixty (60) days after the Effective Date or such longer period as Marathon and the Debtors or Reorganized Debtors may agree in writing, and (iv) any claims, disputes or cause of action relating to the Marathon Agreements, and all rights of Marathon, the Debtors, the Reorganized Debtors, and the Creditor Representative/Committee, including those relating to the cure amount, if any, associated with the assumption of the Marathon Agreement, the presentation of facts and legal argument before any tribunal, jurisdiction, forum, procedure, defenses, and recoupment/setoff, shall be fully preserved.

76.Compromise with Federal Communications Commission.  No provision in the Plan or this Order relieves GGS or Reorganized GGS from their obligations to comply with the Communications Act of 1934, as amended, and the rules, regulations and orders promulgated thereunder by the Federal Communications Commission (“FCC”).  The FCC’s rights and powers to take any action pursuant to its regulatory authority over GGS or Reorganized GGS, as the case may be, are fully preserved, and nothing herein shall proscribe or constrain the FCC’s exercise of such power or authority, to the extent permitted by law.

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77.National Union Fire Insurance Company.  Exhibit J to the Plan Supplement provided notice that the following insurance policies in which National Union First Insurance Company or its affiliate (“National Union”) is a party would be assumed by the Debtors, with a cure amount of $0:  Insurance Policy 01-947-72-05, Insurance Policy 01-957-06-93 and Insurance Policy 04-766-58-67 (including all endorsements, exhibits and attachments, collectively, the “Subject Policies”).   National Union has submitted an informal objection, asserting that the total cure amount is instead $207,500.35, and provided supporting documentation for its number.  The Debtors and National Union have agreed that the cure amount for assuming the Subject Policies is $207,500.35 and that such amount will be paid by the Reorganized Debtors to National Union (or its appropriate designee in writing) in three monthly installments of $$69,166.78, with (a) the first installment payment being due sixty (60) days after the Effective Date, (b)  the second installment being due ninety (90) days after the Effective Date and (c) the final installment payment being due 120 days after the Effective Date.  If any of the foregoing payment dates is not a Business Day, the payment date will be the next Business Day thereafter.   National Union’s informal objection to the assumption of the Subject Policies and confirmation of the Plan is withdrawn with prejudice by agreement and National Union consents to the assumption of the Subject Policies under the Plan.  Both parties reserve all rights under the Subject Policies.

78

78.Compromise with Landmark.  Notwithstanding any provision of the Plan, Confirmation Order or related document to the contrary, (i) the Effective Date shall not  cause an automatic assumption or rejection of the Framework Agreement by and among Halliburton Energy Services, Inc., Landmark Graphics Corporation, and Global Geophysical Services. Inc. dated as of March 31, 2012, or any other contract or agreement (collectively the “Framework Agreement”) involving the Debtors and Halliburton Energy Services, Inc. (“HESI”), Landmark Graphics Corporation (“Landmark”), some combination thereof or any of their subsidiaries (collectively, with HESI and Landmark, “Halliburton”), (ii) the time for the Debtors or Reorganized Debtors to assume, reject or come to a consensual agreement with HESI and Landmark concerning the Framework Agreement shall be extended, without prejudice, for 45 days after the Effective Date of the Debtor’s Plan (but, in any event, not more than 60 days after the entry of this Confirmation Order), and may be extended longer as HESI, Landmark and the Debtors or Reorganized Debtors may subsequently agree in writing, (iii) any claims, disputes or cause of action relating to the Framework Agreement, all claims and rights of HESI, Landmark and either the Debtors or the Reorganized Debtors, as the case may be, and the Official Committee of Unsecured Creditors, including those relating to the cure amount, if any, associated with the assumption of the Framework Agreement, the presentation of facts and legal argument before any tribunal, jurisdiction, forum, claims (including those permitted under Sections 503 and 507 of the Bankruptcy Code), procedure, defenses, and recoupment/setoff, shall be fully preserved.

79

79.Compromise with Louisiana Department of Revenue. Notwithstanding anything in the Plan or this Confirmation Order to the contrary, the following terms and definitions6 shall apply only to the Louisiana Department of Revenue (“LDR”):

80.The Reorganized Debtors shall provide LDR with written notice of the Effective Date upon its occurrence and, upon written request by LDR after the Effective Date, shall identify by name(s) and address(es) for the Distribution Agent for (a) Claims other than Trade Claims and (b) for Trade Claims, if different. A failure by (1) the Distribution Agent to make any Distribution due to LDR under the Plan; (2) the failure of any of the Debtors or the Reorganized Debtors to (a) file any return or report required to be filed with LDR by the due date or any statutorily-permitted extended due date, or (b) the failure of any one of the Debtors or Reorganized Debtors to make any payment due for any post-Effective Date tax period before all semi-annual Distributions to LDR required under the Plan have been made by the Distribution Agent and received by LDR, shall each be a separate Event of Default by the Debtors and/or Reorganized Debtors as to LDR.  LDR shall mail written notice of any Event of Default and/or demand for the defaulted payment (“Notice of Default”) to the respective Distribution Agent when applicable to Priority Tax Claim Distributions; and regardless of whether the Notice of Default is applicable to either the Priority Tax Claim or any post-Effective Date tax period LDR may mail Notice of Default to the respective defaulting Debtor or Reorganized Debtor at the address on the most recent Louisiana tax return filed by the defaulting Debtor or Reorganized Debtor, if any, but shall mail Notice of Default to the Debtors or Reorganized Debtors and their counsel at the addresses listed for each in the Section entitled “Notices” at Section 15.16(a) of the Plan.  Failure of the LDR to declare an Event of Default and send Notice of Default upon occurrence does not constitute a waiver by LDR of its rights to declare that the Distribution Agent, the Debtors and/or the Reorganized Debtors are in default.

____________________________

6 Each capitalized term used in paragraphs 79-82 of this order shall apply only to the Louisiana Department of Revenue and shall have (a) the meaning set forth in Article 2.2. of the Plan or (b) if such term is not defined in Article 2.2, but such term is defined in the Bankruptcy Code, the meaning shall be the meaning ascribed to such term in the Bankruptcy Code.

80

81.The Distribution Agent, the Debtors or the Reorganized Debtors may cure an Event of Default within thirty (30) days from the date of receipt of the Notice of Default (“Notice Date”) at the addresses listed in the Section entitled “Notices” at Section 15.16(a) of the Plan.  If the default is not cured within thirty (30) days of the Notice Date, LDR may (a) enforce the entire amount of its unpaid Allowed Priority Tax Claim against any Person who might be legally responsible (regardless of whether or not they are included in the definition of the Released Parties), the Debtors and/or the Reorganized Debtors; (b) exercise any and all rights and remedies LDR may have against any or all of the aforesaid under applicable Louisiana law, other applicable non-bankruptcy law, and/or bankruptcy law; and/or (c) seek such other relief as may be available from any court, state or federal, of competent jurisdiction.

81

82.LDR’s unpaid Allowed Priority Tax Claims shall remain non-dischargeable pursuant to 11 U.S.C. §1141(d)(2) with respect to the Debtors and Reorganized Debtors until the final distribution to LDR required under the Plan is received by LDR.  No person who might be held legally responsible for any Debtors’ taxes owed to LDR(regardless of whether or not they are included in the definition of the Released Parties) is released from any liability they may have to LDR in relation to the Allowed Priority Tax Claims post-Confirmation; they shall remain liable for any unpaid amounts to the same extent to which Louisiana law may impose personal liability upon them until the last Distribution to LDR required under the Plan is received by LDR.  LDR shall have the right to enforce collection of its unpaid Allowed Priority Tax Claims and post-Effective Date taxes when an Event of Default is not cured; provided that, so long as the Reorganized Debtors are performing under the Plan as to LDR and no Event of Default as to LDR remains uncured 30 days after an applicable Notice Date, LDR shall not engage in any collection activities against any potentially responsible Person.    The prescriptive period under Louisiana law (i.e., statute of limitations) for collection from any Person who might be legally responsible (regardless of whether or not they are included in the definition of the Released Parties) shall be suspended to the same extent the filing of a case under title 11 would suspend prescription for collection actions as to the respective Debtors and/or Reorganized Debtors.

82

83.Resolution of Limited Objection of Billy Rinn and Daniel J. Mancuso to the Second Amended Joint Plan of Reorganization of Global Geophysical Services, Inc. and its Debtor Affiliates [Docket No. 896].Notwithstanding anything in the Bankruptcy Code, the Plan or the Confirmation Order to the contrary, including the releases, discharge, and injunctions set forth in Article 12 of the Plan, nothing in the Plan or the Confirmation Order shall preclude or otherwise impair Representative Plaintiffs7, on behalf of themselves and the Securities Plaintiffs (provided a class is certified)8, from pursuing their Claims against GGS as nominal defendant in the consolidated securities putative class action entitled Miller v. Global Geophysical Services, Inc., Civil Action No. H-14-0708 the (“Securities Lawsuit”); provided that (a) any recovery or settlement in such action or on account of such Claims is limited solely to amounts recoverable under Primary Management Liability Insurance Policy issued by National Union Fire Insurance Company of Pittsburgh, Pa., Policy No. 01-947-72-05 (“Primary Policy”), the Excess Directors and Officers Liability Policy issued by AXIS Insurance Company, Policy No. MHN752156/01/2013 (“AXIS Policy”), and the Excess Directors and Officers Liability Policy issued by Travelers Casualty and Surety Company of America, Policy No. 105774060 (“Travelers Policy”) (collectively, the “Policies” issued by the “Insurers”), if any, and Representative Plaintiffs, on behalf of themselves and the Securities Plaintiffs, shall be deemed to have waived any portion of any judgment that would otherwise have to be satisfied by an unexhausted self-insured retention or deductible payable by the Debtors or otherwise not covered by the Policies; (b) the Representative Plaintiffs and the Securities Plaintiffs shall not seek, and shall not be entitled to, any recovery from the Debtors, the Debtors’ Estates, the Reorganized Debtors, GGS Holdings and/or the assets of any of the foregoing other than the Policies; (c) neither the Representative Plaintiffs nor the Securities Plaintiffs shall assert or prosecute any derivative claims on behalf of the Debtors or Reorganized Debtors; and (d) all proofs of claim filed by Representative Plaintiffs, Securities Plaintiffs or their counsel, including, without limitation, Proof of Claim No. 360, filed in the name of “Billy Rinn, Individually and on Behalf of Others Similarly Situated,” are hereby deemed withdrawn with prejudice, except as provided for in the first sentence of this paragraph.  For the avoidance of doubt, nothing in the Plan or Confirmation Order shall be deemed to release, enjoin, bar, or otherwise impair the Representative Plaintiffs’ or Securities Plaintiffs’ Claims against any person or Entity other than the Debtors, the Debtors’ Estates, the Reorganized Debtors, GGS Holdings and/or the assets of any of the foregoing Entities. The Representative Plaintiffs will dismiss the underwriters from the Securities Lawsuit with prejudice.   All of GGS’ rights, claims and defenses in the Securities Lawsuit are preserved.  The inclusion of this paragraph in this Confirmation Order is not a determination of any issues or controversies in the Securities Lawsuit.

___________________________

7 “Representative Plaintiffs” shall mean Billy Rinn, Bret Gould, David Norris,Walter Rink, Bryan Stanley, and Daniel J. Mancuso, or any other person the Court shall designate, in their capacity as lead plaintiff and/or representative plaintiffs in the consolidated securities class action styled Miller v. Global Geophysical Services, Inc., Civil Action No. H-14-0708 filed in the United States District Court for the Southern District of Texas on behalf of the Securities Plaintiffs.

8 “Securities Plaintiffs” shall mean all persons who (a) purchased or otherwise acquired the common stock of the Debtor between February 22, 2012, and March 26, 2014, and/or (b) purchased or otherwise acquired GGS Series A preferred stock and who are represented by the Representative Plaintiffs in the consolidated securities class action currently styled Miller v. Global Geophysical Services, Inc., Civil Action No. H-14-0708.

83

84.Assumption of ACE Programs. Notwithstanding anything to the contrary in the Disclosure Statement, Plan, the Confirmation Order or any other order of the Bankruptcy Court (including, without limitation, any other provision that purports to be preemptory or supervening or grants an injunction or release): (a) as of the Effective Date, the ACE Insurance and Bond Programs (as individually defined below and collectively, the “ACE Programs”) are assumed in their entirety; (b) the ACE Programs  (including, but not limited to, any collateral or security provided to ACE, Westchester Fire, or any of their affiliates pursuant to the ACE Programs) and the debts, obligations, and liabilities of Debtors and the Reorganized Debtors  thereunder shall survive and shall not be amended, modified, waived or impaired in any respect by the Plan, the Confirmation Order or otherwise without the prior written agreement of ACE or Westchester Fire; (c) as of the Effective Date, the Debtors and/or the Reorganized Debtors shall be liable for all of the Debtors’ obligations and liabilities, whether now existing or hereafter arising, under the ACE Programs including, without limitation, any and all retentions and deductibles and any duty to continue to provide collateral and security as may be required by the ACE Programs; (d) nothing in the Plan or the Confirmation Order shall be construed as, or is, a determination as to coverage under the ACE Programs; and (e) nothing in the Disclosure Statement, Plan or the Confirmation Order in any way: (i) alters, modifies or amends the terms of the ACE Programs including, but not limited to, the provisions prohibiting the assignment of the policy and agreements, (ii) precludes or limits the rights of ACE or Westchester Fire to contest and/or litigate with any party, including, without limitation, the Debtors or the Reorganized Debtors, regarding the existence, primacy and/or scope of available coverage under any alleged applicable policy; (iii) alters ACE or Westchester Fire's rights and obligations under the ACE Programs or modifies the coverage provided thereunder; (iv) alters the rights and obligations of the Debtors or the Reorganized Debtors under the ACE Programs, including, without limitation, any duty of the Debtors’ or Reorganized Debtors to defend, at their own expense, against claims asserted under the ACE Programs; (v) discharges, releases or relieves the Debtors or the Reorganized Debtors from any debt, obligation or other liability under the ACE Programs; or (vi) limits, diminishes, or otherwise alters or impairs the Debtors’, the Reorganized Debtors’ and/or ACE’s or Westchester Fire’s defenses, claims, causes of action, or other rights under applicable non-bankruptcy law with respect to the ACE Programs.

84

85.For purposes of this and the immediately prior provision: “ACE” means, collectively, ACE American Insurance Company, Indemnity Insurance Company of North America and each of their respective affiliates; “ACE Policies” means that certain foreign, casualty insurance policy (No. CXCD38467256, renewed at CXC D38467591, as renewed, amended, modified, endorsed or supplemented from time to time, that have been issued or entered into by the ACE Companies (or any of them) to or with one or more of the Debtors and their respective predecessors and/or affiliates; “Insurance Agreements” means  those certain written agreements entered into between and/or among ACE and the Debtors and/or the Debtors’ non-debtor affiliates related to the ACE Policies, (together, with the ACE Policies, the “ACE Insurance Program”); “Westchester Fire” means Westchester Fire Insurance Company and its affiliated entities; “Bonds” means, those certain bonds issued on behalf of one or more of the Debtors for license and permit and other miscellaneous bonds in the aggregate face amount of $690,000.00; “Agreement of Indemnity” means that certain Agreement of Indemnity dated June 20, 2013, executed on behalf of one or more of the Debtors and Westchester Fire related to the Bonds (the Agreement of Indemnity, together with all other written agreements executed in connection with the Bonds, referred to herein as the “ACE Bond Program”).

85

86.Secured Kubota Claim.  Paragraph 4.4.5 of the Plan is deleted in its entirety and replaced as follows:

4.4.5      Class 3C –Secured Kubota Claim.

(a) Classification:  Class 3C consists of the Holder of the Secured Kubota Claim.

(b) Treatment:  Except to the extent that the Holder of the Allowed Secured Kubota Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Secured Kubota Claim, the Allowed Secured Kubota Claim shall be reinstated and rendered Unimpaired in accordance with section 1124 of the Bankruptcy Code, including retention of all Liens.

86

(c) Voting:  The Holder of the Allowed Secured Kubota Claim is conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.

87.SEI-GPI Agreement.  Notwithstanding anything anywhere to the contrary, the rights and benefit of all parties under the SEI-GPI Agreement are fully preserved.  Without limitation, none of the rights or benefits granted to SEI-GPI JV, LLC and the Licensee Related Parties (as defined in the SEI-GPI Agreement) in the Order Granting Debtors’ Motion for An Order Under 11 U.S.C. §365 and Federal Rule of Bankruptcy Procedure 9019(a) Authorizing Entry Into and Assumption of an Amended and Restated Licensing Agreement with SEI-GPI JV, LLC (Docket No. 917) and in connection with the SEI-GPI Agreement may be eliminated, altered, delayed or limited in any way without the prior written consent of SEI-GPI JV, LLC, except to the extent, if any, otherwise specifically provided in the SEI-GPI Agreement.

88.Miscellaneous Provisions.

(a)           Except as otherwise provided in the Plan and this Confirmation Order, all service of pleadings in the Chapter 11 Cases filed after the Effective Date shall be limited to counsel to the Debtors, counsel to the Investors, counsel to the Committee, if the Committee has not dissolved by such date, the U.S. Trustee and any party known to be directly affected by the relief sought.

(b)           On or before the Effective Date, the Debtors may, but shall not be required to, file with the Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan, subject to the consent rights of the Investors under the Backstop Conversion Commitment Agreement, as applicable.  The Debtors, Reorganized Debtors, or GGS Holdings, as applicable, and all Holders of Claims or Equity Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from time to time, prepare, execute and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.

87

(c)           Without intending to modify any prior order of this Court (or any agreement, instrument or document addressed by any prior order), in the event of an inconsistency between the Plan, on the one hand, and any other agreement, instrument, or document intended to implement the provisions of the Plan, on the other, the provisions of the Plan shall govern (unless otherwise expressly provided for in such agreement, instrument, or document).  In the event of any inconsistency between the Plan or any agreement, instrument, or document intended to implement the Plan, on the one hand, and this Confirmation Order, on the other, the provisions of this Confirmation Order shall govern, with the exception of the Exit Credit Facility Documents.

(d)           The provisions of the Plan and this Confirmation Order, including the findings of fact and conclusions of law set forth herein, are nonseverable and mutually dependent.

(e)           Each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is (a) valid and enforceable pursuant to its terms and (b) integral to the Plan and may not be deleted or modified without the consent of the Debtors and the Investors.

89.Retention of Jurisdiction.  Upon the Effective Date, the Court shall retain exclusive jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases, including but  not limited to the matters set forth in Articles 12 and 14 of the Plan and section 1142 of the Bankruptcy Code; provided that, except as otherwise consented to by the administrative agent and lenders under the Exit Credit Facilities (with such consent not to be unreasonably withheld or delayed), any dispute arising after the Effective Date under, or directly with respect to, the Exit Credit Facility Documents and any intercreditor agreement shall be adjudicated in accordance with the terms of such agreements.  In addition to the protections afforded in Section 12.7 of the Plan to the Exculpated Parties and Solicitation Parties, and not in any way reducing or limiting the application of such protections, the Court retains exclusive jurisdiction over any and all Causes of Action asserted against any Solicitation Party for any Bankruptcy-Related Action that are not otherwise exculpated or enjoined by the Plan.

88

90.Substantial Consummation.  On the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101 and 1127 of the Bankruptcy Code.

91.Effect of Conflict.  This Confirmation Order supersedes any Bankruptcy Court order issued prior to the date hereof that may be inconsistent with this Confirmation Order, except as set forth in this paragraph.  If there is any inconsistency between the terms of this Confirmation Order and the Plan (including any amendments thereto), the terms of this Confirmation Order shall govern and control.  If there is any inconsistency between the terms of the Plan (including any amendments thereto), the terms of the Plan Supplement and the terms of this Confirmation Order, the terms of the Confirmation Order shall govern and control.

92.Applicable Non-Bankruptcy Law.  Pursuant to sections 1123(a) and 1124(a) of the Bankruptcy Code, the provisions of the Confirmation Order, the Plan and related documents, or any amendments or modifications thereto shall apply and be enforceable notwithstanding any otherwise applicable non-bankruptcy law.

93.Order Effective Immediately.  Notwithstanding Bankruptcy Rules 3020(e) or 7062 or otherwise, the stay provided for under Bankruptcy Rule 3020(e) shall be waived and this Confirmation Order shall be effective and enforceable immediately upon entry. The Debtors are authorized to consummate the Plan and the transactions contemplated thereby immediately after entry of this Confirmation Order and upon, or concurrently with, satisfaction of the conditions set forth in the Plan.

89

94.Final Order.  This Confirmation Order is a Final Order and the period in which an appeal must be filed shall commence upon the entry hereof. All interim orders entered by the Court in these chapter 11 cases that are in effect are deemed final by operation of this Confirmation Order.

Dated:	February 6, 2015
	Corpus Christi, Texas
		/s/ Richard S. Schmidt
		THE HONORABLE RICHARD S. SCHMIDT
		UNITED STATES BANKRUPTCY JUDGE

90

Exhibit A

[See Exhibit 2.2]

91

EX-2.2

Exhibit 2.2

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

CORPUS CHRISTI DIVISION

	§
In re	§	Chapter 11
	§
AUTOSEIS, INC., et al.,1	§	Case No. 14-20130
	§
Debtors.	§	Jointly Administered
­	§

SECOND AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF

GLOBAL GEOPHYSICAL SERVICES, INC. AND ITS DEBTOR AFFILIATES, AS REFORMED

Co-Counsel to the Debtors:

BAKER BOTTS L.L.P. James R. Prince C. Luckey McDowell Omar Alaniz Meggie Gilstrap 2001 Ross Avenue Dallas, Texas 75201-2980 Telephone: 214.953.6500 Facsimile: 214.953.6503   JORDAN, HYDEN, WOMBLE, CULBRETH & HOLZER, P.C. Shelby A. Jordan Nathaniel Peter Holzer Suite 900, Bank of America 500 North Shoreline Corpus Christi, Texas 78471 Telephone: 361.884.5678 Facsimile: 361.888.5555

Dated: October 31, 2014

_____________________ 

1 The Debtors in these chapter 11 cases are:  Autoseis, Inc. (5224); Global Geophysical Services, Inc. (4281); Global Geophysical EAME, Inc. (2130); GGS International Holdings, Inc. (2420); Accrete Monitoring, Inc. (2256); and Autoseis Development Company (9066).

TABLE OF CONTENTS

Page

1.	INTRODUCTION	5
2.	DEFINITIONS AND RULES OF INTERPRETATION	5
2.1	Scope of Defined Terms	5
2.2	Defined Terms	5
2.3	Rules of Interpretation	34
2.4	Governing Law	34
2.5	Computation of Time	35
3.	GENERAL  ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS, DIP LOAN CLAIMS, PROFESSIONAL CLAIMS AND UNITED STATES TRUSTEE STATUTORY FEES	35
3.1	Administrative Claim Bar Date	35
3.2	General Administrative Claims	36
3.3	DIP Loan Claims	36
3.4	Professional Claims	37
3.5	Priority Tax Claims	38
3.6	Statutory Fees Payable Pursuant to 28 U.S.C. § 1930	38
3.7	Commitment Premium and Expense Reimbursement	38
3.8	Termination Payment	39
4.	CLASSIFICATION, TREATMENT AND VOTING OF CLAIMS AND EQUITY INTERESTS	39
4.1	Classification of Claims and Equity Interests	39
4.2	Deemed Substantive Consolidation and Use of Sub-classification	39
4.3	Summary of Classification and Treatment.	40
4.4	Treatment of Claims and Equity Interests	41
4.5	Intercompany Claims and Equity Interests	52
4.6	Special Provision Governing Unimpaired Claims	52
4.7	Confirmation Pursuant to Sections 1129(a) and 1129(b) of the Bankruptcy Code	52
4.8	Subordinated Claims	52
5.	IMPLEMENTATION OF THE PLAN	53
5.1	Operations Between the Confirmation Date and Effective Date	53
5.2	Other Restructuring Transactions	53
5.3	Vesting of Assets in the Reorganized Debtors	53
5.4	Appointment of Creditor Representative	54
5.5	Formation of Global Geophysical Services, LLC	55
5.6	Cancellation of Existing Agreements, Notes and Equity Interests	56
5.7	New Common Units	56
5.8	Rights Offering	58
5.9	The Warrants	65

i

5.10	Exemption from Registration	66
5.11	Exit Financing	67
5.12	Deregistration	68
5.13	Section 1146 Exemption from Certain Transfer Taxes and Recording Fees	68
5.14	Preservation of Causes of Action	69
5.15	Effectuating Documents and Further Transactions	70
5.16	Reinstatement of Interests in Debtor Subsidiaries	70
5.17	Intercompany Account Settlement	71
5.18	Fees and Expenses of the Indenture Trustee	71
6.	CORPORATE GOVERNANCE AND MANAGEMENT	71
6.1	Organizational Documents	71
6.2	Amended and Restated Limited Liability Company Agreement	71
6.3	Indemnification Provisions in Organizational Documents	72
6.4	Directors and Officers of the Reorganized Debtors	73
6.5	Powers of Officers	73
7.	COMPENSATION AND BENEFITS PROGRAMS	73
7.1	New Compensation and Benefits Programs	73
7.2	Compensation and Benefits Programs	75
7.3	Workers’ Compensation Program	75
8.	TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES	76
8.1	Rejection of Executory Contracts and Unexpired Leases	76
8.2	Claims Against the Debtors Upon Rejection	76
8.3	Cure and Assumption of Specified Contracts	77
8.4	Effect of Assumption	77
8.5	Assumption or Rejection of Disputed Contracts	78
8.6	Modification, Amendments, Supplements, Restatements or Other Agreements	78
8.7	Reservation of Rights	78
8.8	Contracts and Leases Entered Into After the Petition Date	78
8.9	Directors and Officers Insurance Policies and Agreements	79
8.10	Indemnification and Reimbursement Obligations	79
9.	PROVISIONS  GOVERNING  DISTRIBUTIONS	79
9.1	Initial Distributions	79
9.2	Subsequent Distributions	79
9.3	Record Date and Delivery of Distributions	80
9.4	Distribution Agents	81
9.5	Delivery of Distributions to DIP Loan Claims	81
9.6	Fractional and De Minimis Distributions	82
9.7	Undeliverable Distributions	82
9.8	Reversion	82
9.9	Surrender of Cancelled Instruments or Securities	83
9.10	Compliance with Tax Requirements and Allocations to Principal and Interest	83
9.11	Setoffs	84
9.12	No Postpetition Interest on Claims	84

ii

9.13	No Payment Over the Full Amount	84
9.14	Claims Paid or Payable by Third Parties	85
10.	PROCEDURES FOR RESOLVING  CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS	85
10.1	Objections to Claims	85
10.2	Estimation of Claims	86
10.3	Expungement and Disallowance of Claims	86
10.4	Amendments to Proofs of Claim	87
10.5	No Distributions Pending Allowance	87
10.6	Distributions After Allowance	87
10.7	Administration Responsibilities	87
10.8	Claims Reserve	88
11.	CONDITIONS PRECEDENT TO EFFECTIVENESS OF THE PLAN	88
11.1	Conditions Precedent to the Effective Date	88
11.2	Waiver of Conditions	94
11.3	Simultaneous Transactions	94
11.4	Effect of Non-Occurrence of the Effective Date	94
12.	SETTLEMENT, RELEASE, INJUNCTION AND RELATED PROVISIONS	94
12.1	Compromise and Settlement	94
12.2	Subordinated Claims	95
12.3	Discharge of the Debtors	95
12.4	Release of Liens	96
12.5	Release by the Debtors	96
12.6	Voluntary Release by Holders of Claims	97
12.7	Exculpation	98
12.8	Injunction	99
12.9	Limitations on Exculpations and Releases	99
12.10	Preservation of Insurance	99
13.	MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN	100
13.1	Modification of Plan	100
13.2	Effect of Confirmation on Modification	100
13.3	Revocation of Plan	100
14.	RETENTION OF JURISDICTION	100
14.1	Retention of Jurisdiction	100
15.	MISCELLANEOUS PROVISIONS	103
15.1	Immediate Binding Effect	103
15.2	Additional Documents	103
15.3	Reservation of Rights	104
15.4	Successors and Assigns	104
15.5	Term of Injunction or Stays	104
15.6	Entire Agreement	104

iii

15.7	Exhibits	104
15.8	Severability	104
15.9	Dissolution of Committees	105
15.10	Closing of Chapter 11 Cases	105
15.11	Conflicts	105
15.12	Further Assurances	106
15.13	No Stay of Confirmation Order	106
15.14	Waiver or Estoppel	106
15.15	Post-Effective Date Service	106
15.16	Notices	106

iv

1.   INTRODUCTION

Global Geophysical Services, Inc. (“GGS” or the “Company”) and its debtor affiliates, as debtors-in- possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), propose the following second amended joint plan of reorganization (including the Plan Supplement and all other exhibits and schedules thereto, as amended or modified from time to time in accordance with its terms, the “Plan”) pursuant to section 1121(a) of the Bankruptcy Code.  The Chapter 11 Cases are being jointly administered pursuant to an order of the Bankruptcy Court.  Each Debtor is a proponent of the Plan for purposes of section 1129 of the Bankruptcy Code.  The Committee, pursuant to the terms set forth in the Committee Support Letter, and the Ad Hoc Group support confirmation of the Plan.

2.   DEFINITIONS AND RULES OF INTERPRETATION

2.1 Scope of Defined Terms

Except as expressly provided herein or unless the context otherwise requires, each capitalized term used in this Plan shall either have (a) the meaning set forth in Article 2.2 or (b) if such term is not defined in Article 2.2, but such term is defined in the Bankruptcy Code, the meaning ascribed to such term in the Bankruptcy Code.

2.2 Defined Terms

2.2.1“200MM Senior Notes” means the 10.5% senior unsecured notes due May 1, 2017 issued by the Company under that certain Indenture dated as of April 27, 2010, by and among the Company, the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee, in the original amount of two hundred million dollars ($200,000,000), as supplemented by the First Supplemental Indenture, dated as of September 10, 2010, among Global Microseismic, Inc. (n/k/a Accrete Monitoring, Inc.), Global Geophysical Services, Inc., the other guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee; the Second Supplemental Indenture, dated as of November 10, 2010, among Paisano Lease Co., Inc. and Global Eurasia, LLC, Global Geophysical Services, Inc., the other guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee; the Third Supplemental Indenture, dated as of December 9, 2010, among AutoSeis Development Company, Global Geophysical Services, Inc., the other guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee; and the Fourth Supplemental Indenture, dated as of March 16, 2012, among STRM, LLC, an indirect subsidiary of Global Geophysical Services, Inc., Global Geophysical Services, Inc., the other guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee.

2.2.2“50MM Senior Notes” means the 10.5% senior unsecured notes due May 1, 2017 issued by the Company under that certain Indenture dated as of March 28, 2012, by and among the Company, the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee, in the original amount of fifty million dollars ($50,000,000).

2.2.3“503(b)(9) Claim” means a Claim asserted pursuant to section 503(b)(9) of the Bankruptcy Code.

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2.2.4     “Accredited Investor” means an investor that is an “accredited investor” as defined in 17 C.F.R. § 230.501(a).

2.2.5“Active Employee” means any active employee of the Reorganized Debtors immediately following the Effective Date.

2.2.6“Ad Hoc Group” means the informal committee of Holders of Senior Notes of the Company comprised of those DIP Lenders party to the Backstop Conversion Commitment Agreement, as Investors.

2.2.7“Ad Hoc Counsel” means Akin Gump Strauss Hauer & Feld LLP, acting in its capacity as counsel to the Ad Hoc Group.

2.2.8 “Administrative Claim” means a Claim arising under sections 503(b), 507(b) or, to the extent applicable, 1114(e)(2) of the Bankruptcy Code, including:  (a) the actual and necessary costs and expenses incurred after the Petition Date and through the Effective Date of preserving the Estates and operating the businesses of the Debtors; (b) Professional Claims; and (c) all fees and charges assessed against the Estates under chapter 123 of title 28 of the United States Code and 28 U.S.C. § 1911 and § 1930.

2.2.9“Administrative Claim Bar Date” means the date that is the 60th day after the Effective Date or such other date as may be fixed by an order of the Bankruptcy Court.

2.2.10 “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code.

2.2.11“Aggregate Rights Offering Subscription Price” has the meaning given in the Rights Offering Procedures.

2.2.12“Allowed” means, with respect to any Claim, that (a) such Claim has been allowed by the Plan or an order of the Bankruptcy Court, (b) such Claim has been allowed, compromised or settled in writing (i) prior to the Effective Date, by the Debtors in accordance with authority granted by an order of the Bankruptcy Court; provided, that after delivery of the Committee Support Letter the allowance, compromise or settlement of Trade Claims shall require the consent of the Committee, or (ii) on or after the Effective Date, by the Reorganized Debtors or the Creditor Representative, as applicable, (c) such Claim is listed in the Schedules as not disputed, not contingent and not unliquidated and (i) no Proof of Claim has been filed, (ii) no objection to allowance, request for estimation, motion to deem the Schedules amended or other challenge has been filed prior to the Claims Objection Bar Date and (iii) such Claim is not otherwise subject to disallowance under section 502(d) of the Bankruptcy Code, or (d) such Claim is evidenced by a valid and timely filed Proof of Claim or request for payment of an Administrative Claim, as applicable, and (i) as to which no objection to allowance, request for estimation, or other challenge has been filed prior to the Claims Objection Bar Date and (ii) that is not otherwise subject to disallowance under section 502(d) of the Bankruptcy Code.   For the avoidance of doubt, any Claim that was required to be filed by the Claims Bar Date, but was not timely filed, shall not be Allowed, shall be deemed disallowed, and the party asserting such Claim shall be forever barred, estopped and enjoined from asserting such Claim against the Debtors, the Reorganized Debtors, the Creditor Representative or their respective property, and such Claim shall be deemed discharged as of the Effective Date, unless otherwise ordered by a Final Order of the Bankruptcy Court.

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2.2.13“Alternate Transaction” has the meaning given in the Backstop Conversion Commitment Agreement; provided that any amendments or modifications to such definition that both (a) are inconsistent with the terms of the Backstop Conversion Commitment Agreement as approved in the BCA Approval Order and (b) materially and adversely impact or affect the rights or recoveries of the holders of Trade Claims or Financial Claims, shall be acceptable to the Committee.

2.2.14“Amegy LC Facility” means that certain Letter of Credit Agreement, dated as of February 5, 2007, by and between GGS and Amegy Bank, N.A. for revolving commitments in an aggregate principal amount of up to $10 million, as amended or supplemented from time to time.

2.2.15“Amegy LC Facility Debt” means outstanding indebtedness under the Amegy LC Facility, representing contingent reimbursement obligations owing to Amegy Bank, N.A. on account of issued and outstanding letters of credit in the approximate principal amount of $424,756 as of June 15, 2014, which amounts are fully cash collateralized by Cash in accounts maintained with Amegy Bank, N.A.

2.2.16“Amended and Restated Certificate of Formation” means the certificate of formation of GGS Holdings as in effect on the Effective Date, including any amended and restated certification of formation of GGS Holdings filed with the Delaware Secretary of State prior to the Effective Date and as in effect as of the Effective Date, which certificate of formation, whether or not amended or restated, shall be in form and substance satisfactory to the Company, the Committee and the Requisite Investors.

2.2.17“Amended and Restated Limited Liability Company Agreement” means the amended and restated limited liability company agreement of GGS Holdings amending and restating the Initial Limited Liability Company Agreement, effective as of the Effective Date to be entered into (x) by the Company and the Investors as of the Effective Date, (y) certain other holders of New Common Units (as determined in accordance with the Backstop Conversion Commitment Agreement and this Plan) upon issuance of New Common Units to such holders on or following the Effective Date in accordance with the Plan and the Rights Offering Procedures and (z) to the extent provided in the Warrant Agreement or the Amended and Restated Limited Liability Company Agreement, the holders of the New Warrants upon exercise of such New Warrants, which amended and restated limited liability company agreement shall be in form and substance satisfactory to the Company, the Committee and the Requisite Investors, with only such amendments, supplements, changes and modifications prior to the Effective Date that are satisfactory to the Company, the Committee and the Requisite Investors.

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2.2.18“Amended SEI-GPI Agreement” means the SEI-GPI Agreement as may be modified, restated or amended after the date hereof; provided that the consent of the Requisite Investors and the Committee shall be required for any such modification, restatement or amendment that occurs on or before the Effective Date.

2.2.19“Avoidance Actions” means any and all actual or potential claims and causes of action to avoid a transfer of property or an obligation incurred by any of the Debtors pursuant to any applicable section of the Bankruptcy Code, including sections 544, 545, 547, 548, 549, 550, 551, 553(b) and 724(a) of the Bankruptcy Code, or under similar or related state or federal statutes and common law.  For the avoidance of doubt, and without limiting the foregoing definition, Avoidance Actions include but are not limited to actual or potential claims and causes of action to avoid or claw-back a payment or a transfer of property, a setoff, or an obligation incurred by any of the Debtors, as reflected in the Schedules and/or the Disclosure Statement.  Notwithstanding anything to the contrary, “Avoidance Actions” shall not include any SEI-GPI Cause of Action.

2.2.20“Backstop Approval Order” or “BCA Approval Order” means the Order of the Bankruptcy Court entered on October 15, 2014 approving and authorizing the Debtors to enter into the Backstop Conversion Commitment Agreement, approving the bidding procedures and authorizing the Debtors’ performance of obligations under the Backstop Conversion Commitment Agreement and related transactions, with only such amendments, supplements, changes and modifications that are satisfactory to the Debtors, the Requisite Investors and the Committee.

2.2.21“Backstop Conversion Commitment Agreement” or “Backstop Agreement” means the Backstop Conversion Commitment Agreement by and among GGS, GGS Holdings, the other Debtors, and the Investors party thereto (and their permitted successors and assignees), which Backstop Conversion Commitment Agreement shall be in form and substance as approved in the BCA Approval Order or as amended or modified since the date thereof; provided that any amendments or modifications to such agreement that both (a) are inconsistent with the terms of the Backstop Conversion Commitment Agreement as approved in the BCA Approval Order and (b) materially and adversely impact or affect the rights or recoveries of the holders of Trade Claims or Financial Claims, shall be acceptable to the Committee.

2.2.22“Ballots” means the ballots accompanying the Disclosure Statement upon which certain Holders of Impaired Claims entitled to vote shall, among other things, indicate their acceptance or rejection of the Plan in accordance with the Plan and the procedures governing the solicitation process, and which must be actually received on or before the Voting Deadline.

2.2.23    “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101 – 1532.

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2.2.24“Bankruptcy Court” or “Court” means the United States Bankruptcy Court for the Southern District of Texas, Corpus Christi Division.

2.2.25“Bankruptcy-Related Action” means any act taken or omitted to be taken in connection with, or arising from or relating in any way to, the Chapter 11 Cases, including but not limited to, (a) the management and operation of the Debtors’ businesses and the discharge of their duties under the Bankruptcy Code during the pendency of these Chapter 11 Cases; (b) implementation of any of the transactions provided for, or contemplated in, this Plan or the Plan Supplement; (c) any action taken in the negotiation, formulation, development, proposal, solicitation, disclosure, Confirmation, or implementation of the Plan or Plan Supplement; (d) formulating, negotiating,  preparing, disseminating, implementing, administering, confirming and/or effecting the DIP Loan and Exit Credit Facility Documents, the Disclosure Statement and the Plan, the Plan Supplement, the New MIPs, the Rights Offerings and the issuance of Rights Offerings Shares, the Rights Offerings Procedures, the DIP Conversion, the Commitment Premium, the Termination Payments, the issuance of  Warrants and New Common Units in connection with the Plan, and any related contract, instrument, release or other agreement or document  created or entered into in connection therewith (including the solicitation of votes for the Plan and other actions taken in furtherance of Confirmation and Consummation of the Plan); (e) the offer and issuance of any securities under or in connection with the Plan, including pursuant to the Rights Offerings and the Backstop Conversion Commitment Agreement; (f) the administration of this Plan or the assets and property to be distributed pursuant to this Plan; (g) any other Prepetition or postpetition act taken or omitted to be taken in connection with or in contemplation of the bankruptcy restructuring of the Debtors; and (h) the preparation and filing of the Chapter 11 Cases.

2.2.26“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, 28 U.S.C. § 2075, as applicable to the Chapter 11 Cases, and the general, local and chambers rules of the Bankruptcy Court.

2.2.27“Base Projected Cash Balance” means negative $6 million.

2.2.28     “Black-Scholes Value” means an aggregate value, as of the Effective Date, of the Warrants of approximately $1.54 million, using the Black-Scholes model, pre-dilution for the New MIP Common Units.   Black-Scholes inputs include (a) a warrant term of 4 years; (b) volatility of 35%; (c) current enterprise value of $190 million; (d) a strike price reflecting a total implied enterprise value of $235 million; and (e) the three-year Daily Treasury Yield Curve Rate as of the Effective Date published by the U.S. Department of Treasury.

2.2.29“Business Day” means any day, other than a Saturday, Sunday or “legal holiday” (within the meaning of Bankruptcy Rule 9006(a)).

2.2.30“Bylaws” means the amended and restated bylaws of Reorganized GGS as of the Effective Date, which shall be in form and substance satisfactory to the Company and the Requisite Investors and the Committee.

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2.2.31“Cal First Capital Lease Debt” means outstanding indebtedness under the Lease Agreement dated September 20, 2011 by and among California First National Bank and the Company and their successors in interest.

2.2.32“Cash” means the legal tender of the United States of America or the equivalent thereof.

2.2.33“Capital Leases” means capital leases entered into by the Debtors from time to time prior to the Petition Date to acquire seismic equipment, computers, and vehicles, as more fully described in the Disclosure Statement.

2.2.34“Capital Leases Debt” means all outstanding indebtedness under the Capital Leases.   The aggregate balance outstanding under the Capital Leases as of the Petition Date was approximately $4.4 million, but such amount has been reduced since the Petition Date by payments in the ordinary course, as described in the Disclosure Statement.

2.2.35“Capital Lease Documents” means the leases, agreements and other documents underlying and providing for the Capital Leases.

2.2.36“Cause of Action” means any action, claim, right, litigation, proceeding, cause of action, controversy, demand, right, action, Lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, recoupment, counterclaim, cross-claim, power, privilege, license and franchise of any kind or character whatsoever, known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, whether scheduled in the Schedules or not scheduled in the Schedules, whether arising under the Bankruptcy Code or other applicable law, in contract or in tort, in law or in equity or pursuant to any other theory of law.  Causes of Action also include:  (a) any right of setoff, counterclaim or recoupment and any claim on contracts or for breaches of duties imposed by law or in equity; (b) the right to object to Claims or interests; (c) any claim pursuant to section 362 of the Bankruptcy Code; (d) any Avoidance Action; (e) any SEI-GPI Cause of Action; (f) any claim or defense, including fraud, mistake, duress and usury and any other defenses set forth in section 558 of the Bankruptcy Code; and (g) any claim based on non-bankruptcy law, including but not limited to, any state law fraudulent transfer  or creditors’ rights claim.

2.2.37“Certificate” means any instrument evidencing a Claim or an Equity Interest.

2.2.38“Certificate of Incorporation” means the amended and restated certificate of incorporation of Reorganized GGS as of the Effective Date, which shall be in form and substance satisfactory to the Company, the Requisite Investors and the Committee.

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2.2.39“Certification Deadline” has the meaning given in the Rights Offering Procedures.

2.2.40“Certification Form” means the certification form to be executed by a holder of Financial Claims to determine if such holder is an Eligible Participant, in the form attached as an exhibit to the Rights Offering Procedures.

2.2.41“Change of Control” has the meaning given in the Warrant Agreement.

2.2.42“Chapter 11 Cases” means (a) when used with reference to a particular Debtor, the chapter 11 case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court and (b) when used with reference to all Debtors, the jointly administered chapter 11 cases pending for the Debtors in the Bankruptcy Court.

2.2.43“Claim” means any claim against a Debtor as defined in section 101(5) of the Bankruptcy Code.

2.2.44“Claims Bar Date” means (a) 5:00 p.m. (Central Time) on June 30, 2014, (b) with respect to claims filed by Governmental Units, 5:00 p.m. (Central Time) on September 22, 2014, or (c) such other date established by order of the Bankruptcy Court by which Proofs of Claim must have been filed, including the Administrative Claim Bar Date.

2.2.45“Claims Objection Bar Date” means (a) the date that is the later of (i) 180 days after the Effective Date, or (ii) as to Proofs of Claim filed after the applicable Claims Bar Date, the 60th day after a Final Order is entered by the Bankruptcy Court deeming the late-filed Proof of Claim to be treated as timely filed; or (b) such later date as may be established by order of the Bankruptcy Court upon a motion by the Reorganized Debtors or the Creditor Representative, as applicable, with notice only to those parties entitled to receive notice pursuant to Bankruptcy Rule 2002.

2.2.46“Claims Register” means the official register of Claims maintained by the Notice and Claims Agent.

2.2.47“Class” means a class of Claims or Equity Interests as set forth in Article 4 pursuant to section 1122(a) of the Bankruptcy Code.

2.2.48“Class 4 New Common Units” means a pool of New Common Units with an amount of units equal to the (a) amount of the Pre-MIP Share Amount less (b) the sum of the amount of the (i) Term B Loans Conversion Shares, (ii) the Commitment Premium Shares and (iii) Rights Offering Subscribed Shares, in each case as determined in accordance with the Backstop Conversion Commitment Agreement, representing between approximately 11.95% and approximately 32.71% of the New Common Units, subject to dilution by the Warrants and the New MIP Common Units, to be distributed,  Pro Rata, to Holders of Allowed Financial Claims in Class 4A and Holders of Allowed Financial Claims in Class 4B in accordance with the terms of this Plan.

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2.2.49“Commitment Premium” has the meaning given in the Backstop Conversion Commitment Agreement, representing a fully earned, nonrefundable and non-avoidable aggregate premium, approved by the Bankruptcy Court under the Backstop Approval Order, and payable in New Common Units, subject to dilution by the Warrants and the New MIP Common Units, in accordance with the Backstop Conversion Commitment Agreement without giving effect to any amendments or modifications to such provisions in the Backstop Conversion Commitment Agreement that have not been agreed to by the Committee.

2.2.50“Commitment Premium Shares” has the meaning given in the Backstop Conversion Commitment Agreement without giving effect to any amendments or modifications to such definition that have not been agreed to by the Committee.

2.2.51“Committee” means the official committee of unsecured creditors of the Debtors appointed by the U.S. Trustee in the Chapter 11 Cases, pursuant to section 1102 of the Bankruptcy Code, as may be reconstituted from time to time.

2.2.52“Committee Support Letter” means a letter, in form and substance satisfactory to the Debtors and the Investors, from the Committee supporting the Plan, which letter is provided by the Committee for inclusion in the Solicitation Materials, and which was provided to the Debtors (with a copy to the Investors) at least five (5) calendar days prior to the hearing approving the Backstop Conversion Commitment Agreement.

2.2.53 “Compensation and Benefits Programs” means all contracts, plans, policies, agreements, programs and other arrangements (and all amendments and modifications thereto) for compensation or benefits, in each case in place as of the Effective Date, applicable to the Debtors’ directors, officers or employees who served in such capacity at any time, including all savings plans, retirement plans, health care plans, travel benefits, vacation benefits, welfare benefits, disability plans, severance benefit plans, incentive or retention plans and life, accidental death and dismemberment insurance plans, that are not (a) rejected or terminated prior to the Effective Date; (b) listed in the Plan Supplement to be rejected or terminated as of the Effective Date; or  (c) as of the Effective Date, the subject of a pending motion to reject or terminate; provided, however, that this definition shall not include the Global Geophysical Amended and Restated 2006 Incentive Compensation Plan.

2.2.54“Confirmation” means the entry of the Confirmation Order on the docket of the Chapter 11 Cases.

2.2.55“Confirmation Date” means the date upon which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases.

2.2.56“Confirmation Hearing” means the hearing held by the Bankruptcy Court to consider Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code.

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2.2.57“Confirmation Order” means the order entered by the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code, which shall be in form and substance satisfactory to the Company, the Requisite Investors and the Committee.

2.2.58“Consummation” means the occurrence of the Effective Date.

2.2.59“Creditor Representative” has the meaning set forth in Section 5.4 hereof.

2.2.60“Creditor Representative Agreement” means the agreement between the Debtors or Reorganized Debtors (or GGS Holdings) and the Creditor Representative pursuant to which the Creditor Representative shall operate, which agreement shall be acceptable in form and substance to the Requisite Investors and the Committee.

2.2.61“Creditor Representative Budget” means the budget agreed to by the Committee and the Requisite Investors which shall fund the activities of the Creditor Representative and its counsel and advisors as set forth herein and in the Creditor Representative Agreement, which may be amended or modified after the Effective Date by agreement of the Board of GGS Holdings and the Creditor Representative.

2.2.62“D&O Liability Insurance Policies” means all insurance policies for directors’ and officers’ liability maintained by the Debtors issued prior to the Effective Date entered into in the ordinary course of business, including any such “tail” policies, in each case with any amendments, supplements or modifications after September 23, 2014 satisfactory to the Requisite Investors.

2.2.63“Debtors” has the meaning set forth in the Introduction hereto.

2.2.64“DIP Conversion” has the meaning ascribed to such term in the Backstop Conversion Commitment Agreement without giving effect to any amendments or modifications to such definition that have not been agreed to by the Committee.   The allocation of the DIP Conversion among the Investors shall be based upon the respective allocations of the principal amount of Term B Loans held by each Investor on the Effective Date as further set forth in the Backstop Conversion Commitment Agreement.

2.2.65“DIP Credit Agreement” means the Financing Agreement, dated as of April 14, 2014, entered into by and among GGS, as a debtor and debtor-in-possession, as borrower, and certain subsidiaries of GGS, each as a debtor and debtor-in-possession, as guarantors, the DIP Lenders from time to time party thereto, and Wilmington Trust, National Association, as administrative agent and as collateral agent for the DIP Lenders, as amended on August 15, 2014, and as such agreement may be further amended, modified, supplement or replaced from time to time.

2.2.66     “DIP Lenders” means the lenders from time to time party to the DIP Credit Agreement.

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2.2.67 “DIP Loan Agent” means Wilmington Trust National Association, as administrative agent and collateral agent for the DIP Lenders pursuant to the DIP Credit Agreement.

2.2.68“DIP Loan Claim” means all Claims on account of or relating to Obligations (as defined in the DIP Credit Agreement), including the payment of the advisors to the DIP Lenders, as included therein.

2.2.69“DIP Loan Documents” means the DIP Credit Agreement, the DIP Order, and all other loan and security documents relating to the DIP Credit Agreement, in each case, as the same may be modified, supplemented or replaced from time to time.

2.2.70 “DIP Order” means that certain Final Order (I) Authorizing Debtors to (A) Obtain Superpriority Postpetition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), and 364(e) and Grant Adequate Protection Pursuant to 11 U.S.C. §§ 361, 362, and 364 and (B) Use Cash Collateral Pursuant to 11 U.S.C. § 363 and (II) Authorizing Debtors to Enter Into a Settlement Under Bankruptcy Rule 9019 and Use Estate Assets in Connection Therewith with Proceeds of Postpetition Financing Under § 363, entered by the Bankruptcy Court on April 25, 2014 [Docket No. 234], as corrected by the order correcting the DIP Order, entered by the Bankruptcy Court on July 1, 2014 [Docket No. 459] and as corrected, amended, modified or supplemented by the Bankruptcy Court from time to time.

2.2.71“Disclosure Statement” means the Disclosure Statement for the Debtors’ Joint Plan of Reorganization, as approved by the Bankruptcy Court pursuant to the Solicitation Procedures Order, including all exhibits and schedules thereto and references therein that relate to the Plan, in each case in form and substance satisfactory to the Requisite Investors, with only such amendments, supplements, changes and modifications that are satisfactory to the Debtors, the Requisite Investors and the Committee; provided that the consent of the Committee shall only be required for any amendments, supplements, changes or modifications to the form of Disclosure Statement filed on October 9, 2014 if such amendments, supplements, changes or modifications both (a) are inconsistent with the terms of the Plan agreed to as of the date of the Committee Support Letter and (b) materially and adversely impact or affect the rights or recoveries of the holders of Trade Claims or Financial Claims.

2.2.72“Disputed Claim” means any Claim that has not been Allowed.

2.2.73“Distribution” means a distribution of property pursuant to the Plan, to take place as provided for herein.

2.2.74“Distribution Agent” means (a) as to all Claims other than the Trade Claims, the Reorganized Debtors or any Entity or Entities chosen by the Reorganized Debtors, and may include the Notice and Claims Agent, or the Transfer Agent and (b) as to the Trade Claims, the Creditor Representative or any Entity or Entities chosen by the Reorganized Debtors, and may include the Notice and Claims Agent, the Transfer Agent or the Creditor Representative.

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2.2.75“Distribution Date” means the Initial Distribution Date and each Subsequent Distribution Date.

2.2.76“Distributions Record Date” means, for the purpose of making Distributions hereunder, the Confirmation Date.

2.2.77“Effective Date” means, following the Confirmation Date, 12:01 a.m. prevailing Central Time on a Business Day agreed to by the Debtors and the Requisite Investors, on which all conditions to the occurrence of the Effective Date set forth in Article 11.1 hereof are satisfied or waived.

2.2.78“Eligible Participants” means any Holder of a Financial Claim as of the Rights Offering Record Date that is an Accredited Investor and that duly completes, executes and timely delivers a Certification Form to the Rights Offering Subscription Agent reasonably satisfactory to the Company and the Requisite Investors certifying to that effect in accordance with the Rights Offering Procedures; provided that the term Eligible Participant expressly excludes the Investors and any of their Permitted Claim Transferees with respect to Excluded Financial Claims; provided, further, that the Investors shall be considered Eligible Participants with respect to Financial Claims that the Investors acquire after September 23, 2014 and any Permitted Claim Transferees shall be considered Eligible Participants with respect to Financial Claims other than Excluded Financial Claims.

2.2.79“Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code.

2.2.80 “Equity Interest” means any equity security (as defined in section 101(16) of the Bankruptcy Code), including any issued or unissued share of common stock, preferred stock, or other instrument evidencing an ownership interest in a Debtor, whether or not transferable, and any option, warrant or right, contractual or otherwise, to acquire any such interest in a Debtor that existed immediately prior to the Effective Date and any phantom stock or similar stock unit provided pursuant to the Debtors’ Prepetition employee compensation program.  For the avoidance of doubt, the term Equity Interest includes that certain 11.5% Series A Cumulative Preferred Stock and interests in 347,827 depository shares of the same.

2.2.81“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.2.82“Escrow Account” has the meaning set forth in Article 4.4.14(c) herein.

2.2.83“Estate” means, as to each Debtor, the estate created for the Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code.

2.2.84“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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2.2.85“Excluded Financial Claims” means Financial Claims held by the Investors on September 23, 2014; provided that Financial Claims that the Investors acquire after September 23, 2014 are not Excluded Financial Claims and the determination of whether a Financial Claim that is Transferred (as defined in the Backstop Conversion Commitment Agreement) by an Investor in accordance with Section 7.13(d) of the Backstop Conversion Commitment Agreement is an Excluded Financial Claim will be definitively determined by the designation included in the applicable Plan Support Joinder Agreement (as defined in the Backstop Conversion Commitment Agreement).

2.2.86 “Exculpated Parties” means each of the following in its capacity as such:  (a) the Debtors and the Reorganized Debtors, (b) the Committee and its current and former members (other than its current or former ex officio members) and (c) the Professionals of the Committee.

2.2.87“Executory Contract” means a contract that a Debtor may assume or reject under section 365 or 1123 of the Bankruptcy Code.

2.2.88 “Exit Credit Facilities” means the Exit Term Credit Agreement, the Exit Revolver Credit Agreement, and any alternative exit financing, the material terms of which are set forth in the Plan Supplement. in amounts and on terms (including all documentation) acceptable to the Debtors and the Requisite Investors in consultation with the Committee.

2.2.89“Exit Credit Facility Documents” means all loan and security documents, and other documents and filings related to the facility, in each case related to the Exit Credit Facilities and as the same may be modified, supplemented or replaced from time to time and in form and substance reasonably satisfactory to the Debtors, the Requisite Investors, the administrative and collateral agents under such Exit Credit Facilities and the lenders thereunder.

2.2.90“Exit Credit Facility Parties” means the banks, financial institutions and other lenders party to the Exit Credit Facilities from time to time, including the administrative agents, arrangers and bookrunners under the Exit Credit Facility Documents and the lenders thereunder.

2.2.91“Exit Revolver Credit Agreement” means a revolving credit facility the material terms of which are set forth in the Plan Supplement, in form and substance reasonably acceptable to the Requisite Investors in consultation with the Committee, the proceeds of which will be used to fund operating expenses and for general corporate purposes on and after the Effective Date.

2.2.92“Exit Term Credit Agreement” means a term loan credit facility the material terms of which are set forth in the Plan Supplement, in form and substance reasonably acceptable to the Requisite Investors in consultation with the Committee, the proceeds of which will be used, among other things, to pay a portion of the DIP Loan Claims.

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2.2.93“Expense Reimbursement” has the meaning given in the Backstop Conversion Commitment Agreement without giving effect to any amendments or modifications to such definition that have not been agreed to by the Committee.

2.2.94“Federal Judgment Rate” means the interest rate set forth in 28 U.S.C. § 1961 that was in effect on the Petition Date.

2.2.95“Fee Capped Months” means the months of October, November, and December 2014.

2.2.96      “Final Order” means, as applicable, an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter, which has not been reversed, stayed, modified or amended, and as to which the time to appeal, seek certiorari or move for a new trial, re-argument or rehearing has expired and no appeal, petition for certiorari or motion for a new trial, re-argument or rehearing has been timely filed, or as to which any appeal that has been taken, any petition for certiorari, or motion for a new trial, review, re-argument, or rehearing that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought; provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, as made applicable by Rule 9024 of the Federal Rules of Bankruptcy Procedure, may be filed relating to such order shall not cause such order to not be a Final Order; provided, further, that the Requisite Investors may waive any appeal period.

2.2.97“Final Wages Order” means the Final Order Authorizing, but not Directing, the Debtors to (I) Pay Prepetition Wages, Salaries and Other Compensation, (II) Pay Prepetition Payroll Taxes and Benefits and Continue Benefit Programs in the Ordinary Course, and (III) Direct Banks to Honor Checks for Payment of Prepetition Employee Payment and Program Obligations, dated April 25, 2014 [Docket No. 244] and as may be amended, modified or supplemented by the Bankruptcy Court from time to time.

2.2.98“Financial Claim” means an Unsecured Claim that is a Senior Note Claim or a Promissory Note Claim.

2.2.99“First National-2 Capital Lease Debt” means outstanding indebtedness under the Master Lease Agreement dated April 29, 2011 by and among First National Capital Corporation and the Company, and their successors in interest, including General Electric Capital Corporation, Inc.

2.2.100“First National-3 Capital Lease Debt” means outstanding indebtedness under the Master Equipment Lease Agreement dated May 2, 2013 by and among First National Capital, LLC and the Company, and their successors in interest.

2.2.101“General Administrative Claim” means an Administrative Claim other than a DIP Loan Claim or a Professional Claim.

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2.2.102“GGS Holdings” means Global Geophysical Services, LLC, a Delaware limited liability company.

2.2.103      “Governmental Unit” means a governmental unit as defined in section 101(27) of the Bankruptcy Code.

2.2.104      “Holder” means an Entity holding a Claim against or an Equity Interest in any of the Debtors.

2.2.105“HP Capital Lease Debt” means outstanding indebtedness under the Global Master Lease and Financing Agreement Schedule dated July 31, 2012 by and among Hewlett-Packard Financial Services Company and the Company, and their successors in interest.

2.2.106“HP-5 Capital Lease Debt” means outstanding indebtedness under the Schedule dated August 1, 2013 to the Master Computer Equipment Lease Agreement by and among Hewlett-Packard Financial Services Company and the Company, and their successors in interest.

2.2.107“HP-6 Capital Lease Debt” means outstanding indebtedness under the Schedule dated July 19, 2013 to the Master Computer Equipment Lease Agreement by and among Hewlett-Packard Financial Services Company and the Company, and their successors in interest

2.2.108“Impaired” means, with respect to any Claim or Equity Interest, a Claim or Equity Interest that is in a Class that is “impaired” within the meaning of section 1124 of the Bankruptcy Code.

2.2.109“Indemnified Parties” means any current and former directors, officers, managers, employees, attorneys, restructuring advisors, other professionals, representatives and agents of the Debtors in such capacity on or after the Petition Date.

2.2.110“Indenture Trustee” means The Bank of New York Mellon Trust Company, N.A.

2.2.111“Initial Certificate of Formation” means the certification of formation of GGS Holdings to be filed with the Delaware Secretary of State on or prior to November 4, 2014 and which shall be in form and substance satisfactory to the Company, the Committee and the Requisite Investors.

2.2.112“Initial Distribution Date” means the Business Day that is as soon as practicable after the Effective Date when Distributions under the Plan shall commence.

2.2.113“Initial Limited Liability Company Agreement” means the limited liability company agreement of GGS Holdings that will be in effect upon filing of the Initial Certificate of Formation with the Delaware Secretary of State, and which shall be in form and substance satisfactory to the Company, the Committee and the Requisite Investors.

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2.2.114“Insurance Financing Claims” means all indebtedness, if any, arising under: (i) a Premium Finance Agreement with Talbot Premium Financing, LLC, dated May 20, 2013; (ii) a Commercial Insurance Premium Finance and Security Agreement, dated as of April 8, 2013, with BankDirect Capital Finance, a division of Texas Capital Bank, N.A; and (iii) the Premium Finance Agreement with AFCO Premium Credit LLC, dated as of April 27, 2014.

2.2.115“Intercompany Claim” means any Claim held by a Debtor against another Debtor or a subsidiary of a Debtor or any Claim held by a subsidiary of a Debtor against a Debtor.

2.2.116“Intercompany Interest” means any equity security (as defined in section 101(16) of the Bankruptcy Code), including any issued or unissued share of common stock, preferred stock, or other instrument, evidencing an ownership interest in a Debtor (other than GGS) or a subsidiary held by another Debtor, other than GGS’s interest in GGS Holdings.

2.2.117“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the U.S. Department of Treasury regulations promulgated thereunder.

2.2.118“Investors” has the meaning given in the Backstop Conversion Commitment Agreement.

2.2.119“Investor Shares” means the Term B Loans Conversion Shares and the Commitment Premium Shares.

2.2.120“KEIP” means the Key Employee Incentive Plan established by the Debtors pursuant to the KEIP Approval Order, with only such amendments, supplements, changes and modifications that are satisfactory to the Debtors, the Requisite Investors and the Committee; provided that the consent of the Committee shall only be required if the KEIP, as amended, supplemented, changed, or modified, is inconsistent with the incentive plan approved by the Bankruptcy Court pursuant to the KEIP Approval Order.

2.2.121“KEIP Approval Order” means the Order Authorizing and Approving Key Employee Incentive Plan [Docket No. 661] entered by the Bankruptcy Court on October 15, 2014.

2.2.122“KERP” means the Key Employee Retention Plan, in the form approved by the Bankruptcy Court on June 5, 2014, with only such amendments, supplements, changes and modifications that are satisfactory to the Debtors, the Requisite Investors and the Committee.

2.2.123“Kubota Capital Lease Debt” means the outstanding indebtedness under the Retail Installment Agreement dated June 4, 2012 by and among Lansdowne-Moody Company and the Company and their successors in interest, including Kubota Credit Corporation, U.S.A.

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2.2.124“Library Improvement” means, in the event there is an Amended SEI-GPI Agreement, the lesser of (I) $250,000 and (II) ten percent of an amount equal to (x) the aggregate dollar amount of receipts actually received by the Debtors between January 1, 2015 and January 31, 2016 that are received pursuant to the Amended SEI-GPI Agreement less (y) the aggregate dollar amount of receipts that would have been actually received by the Debtors between January 1, 2015 and January 31, 2016 pursuant to the terms of the SEI-GPI Agreement as that agreement existed as of the Petition Date.  For the avoidance of doubt, the Library Improvement payment, if any, will be made on or before March 1, 2016, and will be determined by the Board of Directors of Reorganized GGS, the Board of GGS Holdings and the Creditor Representative.  All documentation regarding the Library Improvement will be included in the Plan Supplement.  The Creditor Representative shall be provided all information reasonably requested by it in connection with the SEI-GPI Agreement and the Amended SEI-GPI Agreement, and all payments received thereunder.

2.2.125“Lien” means a lien as defined in section 101(37) of the Bankruptcy Code.

2.2.126      “Maximum Rights Offering Share Amount” has the meaning given in the Rights Offering Procedures.

2.2.127“New Board of Directors” means the initial board of directors of Reorganized GGS, which will be appointed in accordance with Article 6.4 herein.

2.2.128“New Board of Managers” means the initial board of managers of GGS Holdings, which will be appointed in accordance with Article 6.4 herein.

2.2.129“New Common Stock” means the common stock of the Company as a reorganized Debtor.

2.2.130“New Common Units” means the common units of GGS Holdings representing limited liability company interests in GGS Holdings and having the terms and conditions as set forth in the Amended and Restated Limited Liability Company Agreement.

2.2.131“New Emergence MIP” means a management incentive plan that will provide equity or equity-based awards, effective as of the Effective Date with respect to approximately 5.2% of the New Common Units, the material terms of which are described in this Plan.   A copy of the New Emergence MIP, which will be in form and substance reasonably satisfactory to the Debtors, Requisite Investors and Committee, will be provided in the Plan Supplement and otherwise in form and substance satisfactory to the Company, the Requisite Investors and the Committee, with only such pre-Effective Date amendments, supplements, changes and modifications that are satisfactory to the Company, the Requisite Investors and the Committee.

2.2.132“New Long Term MIP” means a second management incentive plan to be adopted by the New Board of Managers after the Effective Date, under which equity or equity-based awards may be awarded.  The terms of the New Long Term MIP, including proposed recipients, vesting schedule and conditions and form of awards, will be determined by the Board of Managers of GGS Holdings or a duly authorized committee thereof.

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2.2.133“New Management Agreements” means employment agreements, in form and substance reasonably satisfactory to the Requisite Investors and in consultation with the Committee, between certain individuals in senior management and Reorganized GGS or GGS Holdings.

2.2.134“New MIPs” means collectively the New Emergence MIP and the New Long Term MIP.

2.2.135“New MIP Common Units” means the New Common Units that will be issued by  GGS Holdings in accordance with the terms of the New MIPs of which (i) up to 520,000 New Common Units will be awarded as of the Effective Date pursuant to the New Emergence MIP representing approximately 5.2% of the New Common Units as of the Effective Date and (ii) New Common Units that may be awarded following the Effective Date pursuant to the New Long Term MIP on such terms as the Board of Managers of GGS Holdings or a duly authorized committee thereof determines in its discretion.

2.2.136“Notice and Claims Agent” means Prime Clerk LLC, located at 830 3rd Avenue, 9th Floor, New York, NY 10022, retained and approved by the Bankruptcy Court as the Debtors’ notice and claims agent.

2.2.137     “Ordinary Course General Administrative Claim” means a General Administrative Claim that is a monetary obligation for (a) goods or services incurred by the Debtors in the ordinary course of the Debtors’ businesses or (b) Compensation and Benefits Programs.

2.2.138“Other Priority Claim” means any Claim accorded priority in right of payment under section 507(a) of the Bankruptcy Code, other than an Administrative Claim, DIP Loan Claim or Priority Tax Claim.

2.2.139“Other Secured Claim” means any Secured Claim other than the DIP Loan Claims, the Secured Tax Claims, the Secured Amegy Claim and the Secured Capital Lease Claims.  Other Secured Claims include (i) the Insurance Financing Claims and (ii) any other secured claim not expressly addressed or provided for in the Plan.

2.2.140“Permitted Claim Transferee” has the meaning given in the Backstop Conversion Commitment Agreement.

2.2.141     “Person” has the meaning set forth in section 101(41) of the Bankruptcy Code.

2.2.142     “Petition Date” means March 25, 2014.

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2.2.143“Plan” has the meaning set forth in the Introduction hereto, with only such amendments, supplements (including any Plan Supplement), changes and modifications that are satisfactory to the Debtors, the Requisite Investors and the Committee; provided that the consent of the Committee to any amendments or modifications to the form of Plan as filed on October 9, 2014 shall only be required if such amendment or modification to the Plan materially and adversely impacts or affects the rights or recoveries of the holders of Trade Claims or Financial Claims.

2.2.144      “Plan Supplement” means the compilation of documents and forms of documents, schedules and exhibits to the Plan, to be filed by Debtors no later than ten (10) calendar days prior to the Voting Deadline, and available on the Notice and Claims Agent’s website, www.cases.primeclerk.com/ggs, and additional documents filed with the Bankruptcy Court prior to the Effective Date as amendments or supplements to the Plan Supplement, in each case in form and substance reasonably satisfactory to the Requisite Investors and the Committee (unless otherwise specified herein), with only such amendments, supplements, changes and modifications to any such documents after the filing thereof that are satisfactory to the Debtors, the Requisite Investors and the Committee (unless otherwise specified herein).  The Plan Supplement shall include, among other documents, the following: (a) the form of Reorganized GGS Organizational Documents, the Warrant Agreement, and the form of Warrant; (b) the form or material terms of the Exit Credit Facility Documents; (c) the identity and affiliations of each director and officer of Reorganized GGS, as well as the nature and amount of compensation of any director or officer who is an insider under section 101(31) of the Bankruptcy Code; (d) the form or material terms of the any new employee-related compensation or benefit plans, as applicable; (e) a list of Specified Contracts; (f) a list of certain contractual indemnification obligations assumed pursuant to Article 8.10 of the Plan, and (g) the identity of the Creditor Representative and the form of Creditor Representative Agreement.

2.2.145“Plan Term Sheet” has the meaning given in the Backstop Conversion Commitment Agreement without giving effect to any amendments or modifications to such definition that have not been agreed to by the Committee.

2.2.146“Post-Effective Date Business” means the business, assets and properties of Reorganized GGS and its Affiliates as described in the Disclosure Statement.

2.2.147“Prepetition” means prior to March 25, 2014.

2.2.148“Pre-MIP Share Amount” means a number of New Common Units equal to 9,909,000.

2.2.149“Priority Tax Claim” means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

2.2.150“Pro Rata” means, with respect to any Allowed Claim, the ratio of the amount of such Allowed Claim (in U.S. dollars or U.S. dollar equivalent) to the aggregate (in U.S. dollars or U.S. dollar equivalent) amount of all Allowed Claims in the applicable Class, provided, that:

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(a) the Class 4 New Common Units and Warrants shall be allocated among Holders of Allowed Financial Claims in Class 4A and Allowed Financial Claims in Class 4B based on the ratio of the amount of each such Holder’s Financial Claim(s) to the aggregate face amount of all outstanding Financial Claims in both Classes;

(b) the Rights shall be allocated among Holders of Financial Claims in Class 4A (other than the Investors with respect to Financial Claims held by the Investors as of September 23, 2014 and Permitted Claim Transferees with respect to such Claims) based on the ratio of the amount of such Holder’s Financial Claim(s) in Class 4A to the aggregate face amount of all outstanding Financial Claims in Class 4A and 4B (other than the Financial Claims held by the Investors as of September 23, 2014); and

(c) in the event the Bankruptcy Court does not authorize substantive consolidation as requested in Section 4.2 of the Plan, the consideration available for distribution to each of Class 5 GGS Trade Claims, Class 5 AI Trade Claims, Class 5 GGE Trade Claims, Class 5 GGI Trade Claims, Class 5 AMI Trade Claims and Class 5 ADC Trade Claims (each a “Class 5 Subclass”) shall be allocated based on the ratio of the aggregate Allowed amount of Trade Claim(s) in the applicable Class 5 Subclass to the aggregate Allowed amount of all Trade Claims in all Class 5 Subclasses.  Distributions to Holders of Allowed Trade Claims within each Class 5 Subclass, in turn, shall be allocated based on the ratio of the amount of each such Holder’s Allowed Trade Claim(s) in the applicable Class 5 Subclass to the aggregate Allowed amount of all Trade Claims in such  Class 5 Subclass.

For the avoidance of doubt, a creditor that holds an Allowed Claim against multiple Debtors arising out of the same liability shall only be entitled to a single recovery under the Plan on account of such Allowed Claim.   A particular Debtor may have no claims asserted against it in a particular Class or Subclass, as applicable.

2.2.151 “Professional” means an Entity:  (a) employed pursuant to a Bankruptcy Court order in accordance with sections 327, 363 or 1103 of the Bankruptcy Code and to be compensated for services rendered prior to or on the Confirmation Date, pursuant to sections 327, 328, 329, 330, 331 and 363 of the Bankruptcy Code or (b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.

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2.2.152“Professional Claim” means an Administrative Claim for the compensation of a Professional and the reimbursement of expenses incurred by such Professional during the Chapter 11 Cases.

2.2.153“Professional Fee Cap” means the following professional firms’ fees in the following amounts incurred by such professional firm solely in the Fee Capped Months: (i) Baker Botts L.L.P., $1.793 million incurred during the Fee Capped Months;  (ii) Greenberg Traurig LLP, $743,000 incurred during the Fee Capped Months; (iii) Opportune, the Debtors’ current projected  aggregate fees for Opportune incurred in the Fee Capped Months less $57,000 incurred during the month of December; (iv) Akin Gump, the Debtors’ current projected aggregate fees for Akin Gump incurred in the Fee Capped Months less $182,000; (v) Alvarez & Marsal, the Debtors’ current projected aggregate fees for Alvarez & Marsal incurred in the Fee Capped Months less $232,000; (vi) Rothschild, the Debtors’ current projected aggregate fees for Rothschild incurred in the Fee Capped Months less $157,000, which shall be taken as a deduction from the completion fee in Rothschild’s engagement letter, which deduction shall be acknowledged by  Rothschild in a notice filed with the Bankruptcy Court  within a reasonable time after September 23, 2014 and prior to October 30, 2014; and (vii) Lazard, the Debtors’ current projected aggregate fees for Lazard incurred in the Fee Capped Months less $69,500, which shall be taken as a deduction from the “success” or “completion” fee in Lazard’s engagement letter and which deduction shall be acknowledged by Lazard in a notice filed with the Bankruptcy Court within a reasonable time after September 23, 2014 and prior to October 30, 2014; provided, however, that the Debtors’ professionals and the Committee’s professionals may exceed such fee caps if and to the extent they or their respective clients make a good faith determination that the incurrence of such additional fees is consistent with the applicable professional responsibilities of such professional or the  fiduciary duties of their clients; provided, further, that in such event, the Debtors, the Committee or their respective professionals, as the case may be, make such determination, they shall provide the Debtors, the Investors and the Committee notice of such event as soon as reasonably practicable; and provided further, however, that, for the avoidance of doubt, the Investors shall not be required to close and consummate the transactions implemented as part of the Plan if there is an amount incurred in excess of the Professional Fee Cap.  For the avoidance of doubt, the Professional Fee Cap shall not apply to any professionals’ fees and expenses incurred prior to the Fee Capped Months (including any unpaid holdback amounts accrued prior to the Fee Capped Months).

2.2.154“Professional Fee Order” means that certain order of the Bankruptcy Court entered on April 25, 2014, establishing procedures for interim compensation and reimbursement of expenses of Professionals.

2.2.155“Projected Cash Balance” has the meaning given in the Backstop Conversion Commitment Agreement and in the definition of Required Combined Offering and Conversion Amount; provided that any amendments or modifications to such definition that both (a) are inconsistent with the terms of the Backstop Conversion Commitment Agreement as approved in the BCA Approval Order and (b) materially and adversely impact or affect the rights or recoveries of the holders of Trade Claims or Financial Claims, shall require the consent of the Committee.

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2.2.156“Promissory Note Claims” means any Claim arising under or in connection with the Promissory Notes.

2.2.157     “Promissory Notes” means, collectively, the promissory notes (a) originated by Bancolombia S.A. on September 8, 2012 and maturing on March 18, 2014, (b) originated by Bancolombia S.A. on May 28, 2013 and maturing on May 28, 2015, (c) originated by Bancolombia S.A. on October 10, 2013 and maturing on April 10, 2014, (d) originated by Helm Bank S.A. on August 22, 2011 and maturing on August 5, 2014, (e) originated by Helm Bank S.A. on October 6, 2011 and maturing on March 21, 2014, and (f) originated by Helm Bank S.A. on October 24, 2011 and maturing on July 11, 2014.

2.2.158     “Proof of Claim” means a proof of Claim filed against any of the Debtors in the Chapter 11 Cases.

2.2.159“Reduction” has the meaning given in the Rights Offering Procedures.

2.2.160     “Reinstated” has the meaning pursuant to section 1124 and all other applicable sections of the Bankruptcy Code.

2.2.161     “Released Parties” means each of the following in its capacity as such:   (a) the Debtors, their respective Estates, GGS Holdings and the Reorganized Debtors, (b) the Ad Hoc Group, (c) the Indenture Trustee, (d) the Exit Credit Facility Parties, (e) the Committee and its current and former members (but excluding any current or former ex officio members of the Committee), (f) the Investors, (g) the DIP Loan Agent and DIP Lenders, (h) the Creditor Representative, and (i) with respect to each Entity named in (a) through (h) above, such Entity’s successors and assigns, and current and former directors, officers, employees, agents, parents, subsidiaries, successors, heirs, executors and assigns, attorneys, financial advisors, restructuring advisors, investment bankers, accountants and other Professionals or representatives when acting in any such capacities.  For the avoidance of doubt, Richard Degner is not a Released Party.

2.2.162“Releasing Parties” means each of the following in its capacity as such: (a) the Debtors, their respective Estates, GGS Holdings and the Reorganized Debtors, (b) the Ad Hoc Group, (c) the Indenture Trustee, (d) the Committee (solely in its capacity as the Committee and excluding any current or former or ex officio members of the Committee), (e) the Investors, (f) the DIP Loan Agent and DIP Lenders, (g) the Creditor Representative, (h) each Holder of a Claim that was provided a Ballot and (i) affirmatively votes to accept the Plan or (ii) either (A) abstains from voting or (B) votes to reject the Plan, and, in case of either (A) or (B), does not opt out of the Voluntary Release by Holders of Claims in compliance with the instructions set forth in the Solicitation Materials, and (i) with respect to the foregoing entities in clauses (a) through (h), such entity’s current subsidiaries, officers, directors, principals, members, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, equity holders, partners, and other professionals, in each case solely in their capacity as such.

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2.2.163       “Reorganized” means, with respect to the Debtors, any Debtor or any successor thereto, by merger, consolidation, reorganization or otherwise, on or after the Effective Date.

2.2.164“Reorganized Debtors” means the Debtors, as reorganized pursuant to and under the Plan, or any successor thereto, by merger, consolidation or otherwise, on or after the Effective Date.

2.2.165“Reorganized GGS” means GGS, as reorganized pursuant to and under the Plan, or any successor thereto, by merger, consolidation or otherwise, on or after the Effective Date.

2.2.166“Reorganized GGS Organizational Documents” means the Certificate of Incorporation, the Bylaws, the Amended and Restated Certificate of Formation, the Amended and Restated Limited Liability Company Agreement and such other amended or restated organizational documents required to implement the Plan, in the form set forth in the Plan Supplement, which shall be acceptable to the Requisite Investors and the Committee.

2.2.167“Required Combined Offering and Conversion Amount” means an amount not less than $51.9 million and not greater than $68.1 million of the outstanding principal amount of Term B Loans held by the Investors under the DIP Credit Agreement, as determined in accordance with the following procedures:

(a)No later than five (5) days prior to the Effective Date, the Company shall deliver a certificate, in form and substance (including calculation of amounts) acceptable to the Requisite Investors, setting forth the Company’s projected cash balance in its U.S. bank accounts as of December 31, 2014 (the “Projected Cash Balance”) prepared in accordance with the principles and line items set forth in Schedule 2 to the Backstop Conversion Commitment Agreement and consistent with past practice; provided that if the Effective Date is after December 31, 2014, the Projected Cash Balance shall be the Company’s actual cash balance in its U.S. bank accounts calculated in accordance with such principles as of December 31, 2014.

(b)If the Projected Cash Balance:

(i)is equal to the Base Projected Cash Balance, the Required Combined Offering and Conversion Amount shall be equal to $62.9 million (the “Base DIP Conversion Amount”);

(ii)is less than the Base Projected Cash Balance, the Required Combined Offering and Conversion Amount shall be equal to (A) the Base DIP Conversion Amount plus (B) an amount equal to the Base Projected Cash Balance minus the Projected Cash Balance; provided, that the Required Combined Offering and Conversion Amount shall not exceed $68.1 million; and

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(iii)is greater than the Base Projected Cash Balance, the Required Combined Offering and Conversion Amount shall be equal to (A) the Base DIP Conversion Amount minus (B) an amount equal to the Projected Cash Balance minus the Base Projected Cash Balance; provided, that the Required Combined Offering and Conversion Amount shall not be less than $51.9 million.

2.2.168“Requisite Investors” has the meaning set forth in the Backstop Conversion Commitment Agreement.

2.2.169“Retained Causes of Action” means the claims and Causes of Action specified and otherwise described in the Plan Supplement.

2.2.170“Retiree Benefits” has the meaning set forth in section 1114(a) of the Bankruptcy Code.

2.2.171      “Retirees” means former employees of the Debtors or the Debtors’ Affiliates and their eligible dependents and any other individuals receiving benefits under a plan or program maintained or established by the Debtors.

2.2.172“Rights” has the meaning set forth in the Backstop Conversion Commitment Agreement, under the terms and conditions of the Rights Offering as set forth herein, in the Backstop Conversion Commitment Agreement and in the Rights Offering Procedures.  The Rights shall not be transferable and the Rights Offering Shares shall be subject to dilution on account of the New MIP Common Units in accordance with the New MIPs.

2.2.173“Rights Exercise Form” has the meaning given in the Rights Offering Procedures.

2.2.174“Rights Holder” means an Eligible Participant who is the holder of a Right.

2.2.175“Rights Offering” means the offering of the Rights Offering Shares by GGS Holdings to Eligible Participants in accordance with the terms hereof, the Backstop Conversion Commitment Agreement and the Rights Offering Procedures.

2.2.176      “Rights Offering Expiration Date” means the time and the date on which the Rights Exercise Form must be duly delivered to the Subscription Agent in accordance with the Rights Offering Procedures, together with the Aggregate Rights Offering Subscription Price.   The Rights Offering Expiration Date, unless extended in accordance with the Rights Offering Procedures, shall be the last date and time that Rights may be exercised in accordance with the Rights Offering Procedures.

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2.2.177“Rights Offering Funds” has the meaning given in the Rights Offering Procedures.

2.2.178“Rights Offering Offered Share Amount” means an amount of New Common Units equal to (A)(i) the Required Combined Offering and Conversion Amount, divided by (ii) the Rights Offering Subscription Price, multiplied by (B) the aggregate percentage, as of September 23, 2014, of Financial Claims held by Senior Noteholders (excluding the Investors) and holders of Promissory Notes, which amount, based on the Required Combined Offering and Conversion Amount, may be as many as 3,740,544 New Common Units and as few as 2,849,657 New Common Units, representing approximately 37.41% and approximately 28.5%, respectively, of the total New Common Units, subject to dilution on account of the Warrants and the New MIP Common Units (on a pre-dilution basis in respect of both vested and unvested warrants but on a post dilution basis in respect of the emergence grant of MIP restricted units and deferred units).

2.2.179     “Rights Offering Procedures” means the procedures for conducting the Rights Offering, including the exhibits and annexes thereto, approved by the Bankruptcy Court pursuant to the Rights Offering Procedures Order and which may be amended from time to time pursuant to such order, with only such amendments, supplements, changes and modifications that are satisfactory to the Company, the Requisite Investors and the Committee.

2.2.180“Rights Offering Procedures Order” means the Order (A) Approving Procedures for Rights Offering and (B) Authorizing the Debtors to Conduct the Rights Offering in Connection with the Joint Chapter 11 Plan of Reorganization of Global Geophysical Services, Inc., and its Debtor Affiliates [Docket No. 664] entered by the Bankruptcy Court on October 15, 2014.

2.2.181“Rights Offering Proceeds” means all funds paid by the Subscribing Participants to the Company or the Subscription Agent in connection with the valid and proper exercise of their Rights pursuant to the Rights Offering, without any deductions for fees or expenses.

2.2.182“Rights Offering Record Date” has the meaning given in the Rights Offering Procedures.

2.2.183      “Rights Offering Record Date Holder” means a Holder of a Financial Claim as of the Rights Offering Record Date.

2.2.184      “Rights Offering Share” means each individual New Common Unit that comprises the Rights Offering Offered Share Amount, and together with all such New Common Units, the “Rights Offering Shares.”

2.2.185“Rights Offering Subscribed Shares” means any Rights Offering Shares that have been duly and validly subscribed for and fully paid in accordance with the Rights Offering Procedures.

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2.2.186“Rights Offering Subscription Agent” or “Subscription Agent” means Prime Clerk, LLC, the agent to receive subscriptions for New Common Units in the Rights Offering.

2.2.187      “Rights Offering Subscription Price” means $8.0887 per New Common Unit in connection with the Rights Offering.

2.2.188“Rights Offering Unsubscribed Shares” means any Rights Offering Shares that have not been duly subscribed for and fully paid in accordance with the Rights Offering Procedures.

2.2.189     “Schedules” means the schedules of assets and liabilities, schedules of Executory Contracts and Unexpired Leases, and statements of financial affairs filed by the Debtors in the Chapter 11 Cases as amended from time to time, which are incorporated herein by reference as if copied in full.   Copies of the Schedules can be found at www.cases.primeclerk.com/ggs

2.2.190“Secured Amegy Claim” means the secured claim on account of the Amegy LC Facility Debt.

2.2.191“Secured Cal First Claim” means the secured claim on account of the Cal First Capital Lease Debt.

2.2.192“Secured Capital Lease Claims” means (i) the Secured Cal First Claim, (ii) the Secured First National-2 Claim, (iii) the Secured First National-3 Claim, (iv) the Secured HP Claim, (v) the Secured HP-5 Claim, (vi) the Secured HP-6 Claim, and (vii) the Secured Kubota Claim.

2.2.193“Secured Claim” means a Claim (a) secured by a Lien on property in which an Estate has an interest, to the extent such Lien is valid, perfected and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code and to the extent of the value of its Holder’s interest in the Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or (b) Allowed as such pursuant to the Plan.

2.2.194“Secured First National-2 Claim” means the secured claim on account of the First National-2 Capital Lease Debt.

2.2.195“Secured First National-3 Claim” means the secured claim on account of the First National-3 Capital Lease Debt.

2.2.196“Secured HP Claim” means the secured claim on account of the HP Capital Lease Debt.

2.2.197“Secured HP-5 Claim” means the secured claim on account of the HP-5 Capital Lease Debt.

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2.2.198“Secured HP-6 Claim” means the secured claim on account of the HP-6 Capital Lease Debt.

2.2.199“Secured Kubota Claim” means the secured claim on account of the Kubota Capital Lease Debt.

2.2.200“Secured Tax Claim” means any Secured Claim that, absent its secured status, would be entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code (determined irrespective of time limitations), including any related Secured Claim for penalties.

2.2.201“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

2.2.202“Security” means a security as defined in section 2(a)(1) of the Securities Act.

2.2.203      “SEI-GPI Agreement” means that certain License and Marketing Agreement, dated as of March 28, 2013, by and among GGS and SEI-GPI JV LLC, as such agreement has been modified, restated or amended as of October 9, 2014.

2.2.204“SEI-GPI Cause of Action” means any action, claim, right, litigation, proceeding, cause of action, controversy, demand, right, action, Lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, recoupment, counterclaim, cross-claim, power, privilege, license and franchise of any kind or character whatsoever, known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, whether scheduled in the Schedules or not scheduled in the Schedules, whether arising under the Bankruptcy Code or other applicable law, in contract or in tort, in law or in equity or pursuant to any other theory of law, related to or arising under the SEI-GPI Agreement as in effect on the Petition Date, including any and all actual or potential claims and causes of action to avoid a transfer of property or an obligation incurred by any of the Debtors pursuant to any applicable section of the Bankruptcy Code, including sections 544, 545, 547, 548, 549, 550, 551, 553(b) and 724(a) of the Bankruptcy Code, or under similar or related state or federal statutes and common law.

2.2.205“SEI-GPI Cause of Action Aggregate Recovery” means the recovery, if any, recognized by the Debtors or Reorganized Debtors from the pursuit of any SEI-GPI Cause of Action.

2.2.206“SEI-GPI Cause of Action Creditor Recovery” means the lesser of (a) $250,000 and (b) ten percent of the SEI-GPI Cause of Action Aggregate Recovery, as jointly determined by the Reorganized Debtors, GGS Holdings and the Creditor Representative.

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2.2.207“Semi-Annual Payment Date” means June 15 and December 15; provided, however, if such day is not a Business Day then the Semi-Annual Payment Date shall be the first Business Day thereafter.

2.2.208“Servicer” means an indenture trustee, agent, servicer or other authorized representative of Holders of Claims or Equity Interests recognized by the Debtors or the Reorganized Debtors, as applicable, or in the case of the Trade Claims by the Creditor Representative.

2.2.209“Senior Notes” means, collectively, (i) the 200MM Senior Notes and (ii) the 50MM Senior Notes.

2.2.210“Senior Notes Claims” means Claims arising under or in connection with the Senior Notes.

2.2.211“Solicitation Materials” means the solicitation package, including Ballots, authorized pursuant to the Solicitation Procedures Order.

2.2.212“Solicitation Parties” means the Exculpation Parties and each of the following in its capacity as such:  (a) the Debtors’ directors, officers and employees, (b) the DIP Loan Agent, the DIP Lenders, the Investors, the members of the Ad Hoc Group and each of their attorneys and financial advisors, (c) the Indenture Trustee and its attorneys, and (d) the Professionals.

2.2.213“Solicitation Procedures Order” means the Order (I) Approving the Disclosure Statement; (II) Establishing a Voting Record Date for the Plan; (III) Approving Solicitation Packages and Procedures for the Distribution Thereof; (IV) Approving the Forms of Ballots; (V) Establishing Procedures for Voting on the Plan; (VI) Establishing Notice and Objection Procedures for Confirmation of the Plan; and (VIII) Establishing Procedures for the Assumption and/or Assignment of Executory Contracts and Unexpired Leases under the Plan, entered by the Bankruptcy Court on October 30, 2014 [Docket No. 732], as may be amended, modified or supplemented by the Bankruptcy Court from time to time and which Order shall be in form and substance satisfactory to the Company, the Requisite Investors and the Committee, with only such amendments, supplements, changes and modifications that are satisfactory to the Debtors, the Requisite Investors and the Committee; provided that the consent of the Committee to any amendments, supplements, changes or modifications to the form of order filed on October 9, 2014 shall only be required if such amendments, supplements, changes or modifications to such form of order (a) are inconsistent with the terms set forth in the Plan Term Sheet or this Plan and (b) materially and adversely impact or affect the rights or recoveries of the holders of Trade Claims or Financial Claims.

2.2.214“Specified Contract” means any Executory Contract or Unexpired Lease identified on the schedule of Executory Contracts and Unexpired Leases that are proposed to be assumed or assumed and assigned pursuant to the Plan.

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2.2.215“Subordinated Claim” means any Claim (a) arising from the rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors, for damages arising from the purchase or sale of such security, or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such Claim; and (b) subordinated pursuant to section 510(c) of the Bankruptcy Code.

2.2.216“Subscribing Participants” means those Eligible Participants who duly subscribe for Rights Offering Shares in accordance with the Rights Offering Procedures.

2.2.217“Subsequent Distribution Date” means a date after the Initial Distribution Date jointly selected by Reorganized GGS, GGS Holdings and the Creditor Representative for Distributions in accordance with Article 9.2.1.

2.2.218“Superior Transaction” has the meaning given in the Backstop Conversion Commitment Agreement without giving effect to any amendments or modifications to such definition that have not been agreed to by the Committee.

2.2.219“Term A Loans” has the meaning given in the DIP Credit Agreement.

2.2.220“Term B Loans” has the meaning given in the DIP Credit Agreement.

2.2.221     “Term B Loans Conversion Shares” means an amount of New Common Units equal to (i) (A) the Required Combined Offering and Conversion Amount, divided by (B) the Rights Offering Subscription Price, minus (ii) the number ofRights Offering Subscribed Shares, subject to dilution by the Warrants and the New MIP Common Units, representing a number of units not less than 35.64% and not more than 84.19% of the total New Common Units.

2.2.222“Termination Payment” has the meaning given in the Backstop Conversion Commitment Agreement; provided that any amendments or modifications to such definition that both (a) are inconsistent with the terms of the Backstop Conversion Commitment Agreement as approved in the BCA Approval Order and (b) materially and adversely impact or affect the rights or recoveries of the holders of Trade Claims or Financial Claims, shall be acceptable to the Committee.

2.2.223“Trade Claim” means an Unsecured Claim that is not a Financial Claim.

2.2.224“Transfer Agent” has the meaning given in the Backstop Conversion Commitment Agreement.

2.2.225“Unclaimed Distribution” means any Distribution under the Plan on account of an Allowed Claim to a Holder that has not:  (a) accepted a particular Distribution or, in the case of a Distribution made by check, negotiated such check; (b) given written notice to the Distribution Agent of an intent to accept a particular Distribution; (c) responded in writing to the request of the Distribution Agent for information necessary to facilitate a particular Distribution; or (d) taken any other action necessary to facilitate such Distribution.

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2.2.226“Unexpired Lease” means a lease to which one or more of the Debtors is a party that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code.

2.2.227“Unimpaired” means any Claim or Equity Interest that is not Impaired.

2.2.228“Unsecured Claim” means any Claim that is not an (a) Administrative Claim, (b) Priority Tax Claim, (c) Other Priority Claim, (d) Secured Tax Claim, (e) Amegy Secured Claim, (f) Secured Capital Lease Claim, (g) Other Secured Claim, (h) Subordinated Claim or (i) Intercompany Claim.

2.2.229“U.S. Trustee” means the United States Trustee for Region 7.

2.2.230“U.S. Trustee Fees” means fees arising under 28 U.S.C. § 1930(a)(6) and, to the extent applicable, accrued interest thereon arising under 31 U.S.C. § 3717.

2.2.231     “Voluntary Release” means the release by Holders of Claims set forth in Article 12.6 herein.

2.2.232“Voting” means the process by which a Holder of a Claim may vote to accept or reject the Plan, pursuant to the Disclosure Statement and the conditions in Article 4 hereof.

2.2.233“Voting Deadline” means 4:00 p.m. (Central Time) on December 4, 2014, by which time all Ballots must be actually received by the Notice and Claims Agent.

2.2.234“Voting Record Date” means October 30, 2014.

2.2.235“Warrant Agent” means a warrant agent selected by the Investors prior to the Effective Date.

2.2.236 “Warrant Agreement” has the meaning given in the Backstop Conversion Commitment Agreement; provided, that the Warrant Agreement shall be consistent with the terms of the Warrant Term Sheet and shall be otherwise acceptable to the Committee.

2.2.237     “Warrant Expiration Date” means the fourth anniversary of the Effective Date of the Plan.

2.2.238“Warrants” means the warrants to purchase New Common Units and having the terms and conditions set forth in the Warrant Agreement.

2.2.239     “Warrant Term Sheet” has the meaning given in the Backstop Conversion Commitment Agreement without giving effect to any amendments or modifications to such definition that have not been agreed to by the Committee.

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2.3 Rules of Interpretation

For the purposes of this Plan and unless otherwise specified in this Plan:  (a) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the masculine, feminine and the neuter gender; (b) any reference herein to a contract, agreement, lease, plan, policy, document or instrument being in a particular form or on particular terms and conditions means that the same shall be substantially in that form or substantially on those terms and conditions; (c) any reference herein to a contract, agreement, lease, plan, policy, document or instrument or schedule or exhibit thereto, whether or not filed, shall mean the same as amended, restated, modified or supplemented from time to time in accordance with the terms hereof or thereof; provided that notice of such amendment, restatement, modification or supplement shall be filed with the Bankruptcy Court; (d) all references herein to “Articles” are references to Articles hereof or hereto; (e) the words “herein,” “hereof” and “hereto” refer to the Plan in its entirety rather than a particular portion of the Plan; (f) captions and headings to Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (g) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (h) all references to docket numbers of documents filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (i) all references to statutes, regulations, orders, rules of courts and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases; (j) any immaterial effectuating provisions may be interpreted by the Debtors and the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan, all without further Bankruptcy Court order; (k) all references herein to exhibits are references to exhibits in the Plan Supplement; (l) any reference to an Entity as a Holder of a Claim or Equity Interest includes that Entity’s successors and permitted assigns; (m) where this Plan contemplates that any Debtor or Reorganized Debtor shall take any action, incur any obligation, issue any security or adopt, assume, execute or deliver any contract, agreement, lease, plan, policy, document or instrument on or prior to the Effective Date, the same shall be duly and validly authorized by the Plan and effective against and binding upon such Debtor and/or Reorganized Debtor, as applicable, on and after the Effective Date without further notice to, order of or other approval by the Bankruptcy Court, action under applicable law, regulation, order or rule, or the vote, consent, authorization or approval of the board of directors of any Debtor or Reorganized Debtor or any other Entity; (n) anything required to be done by the Debtors or the Reorganized Debtors, as applicable, on the Effective Date may be done on the Effective Date or as soon as reasonably practicable thereafter; and (o) any reference herein to the word “including” or word of similar import shall be read to mean “including without limitation.”

2.4 Governing Law

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of Texas, without giving effect to the principles of conflicts of laws, shall govern the rights, obligations, construction and implementation of the Plan and any agreements, documents, instruments or contracts executed or entered into in connection with the Plan.

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2.5 Computation of Time

Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein.

3.   GENERAL  ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS, DIP LOAN CLAIMS, PROFESSIONAL CLAIMS AND UNITED STATES TRUSTEE STATUTORY FEES

In accordance with section 1123(a)(1) of the Bankruptcy Code, the Plan does not classify General Administrative Claims, Priority Tax Claims, DIP Loan Claims and Professional Claims, payment of which is provided for below.

3.1 Administrative Claim Bar Date

Any request for payment of a General Administrative Claim must be filed and served on the Reorganized Debtors pursuant to the procedures specified in the notice of entry of the Confirmation Order and the Confirmation Order on or prior to the Administrative Claim Bar Date; provided that no request for payment is required to be filed and served with respect to any:

(a)   Administrative Claim that is Allowed as of the Administrative Claim Bar Date;

(b)   Ordinary Course General Administrative Claim;

(c)   Claim of a Governmental Unit not required to be filed pursuant to section 503(b)(1)(D) of the Bankruptcy Code;

(d)   DIP Loan Claim, the Commitment Premium or Expense Reimbursement;

(e)   General Administrative Claim held by a current officer, director or employee of any Debtor for indemnification, contribution, or advancement of expenses pursuant to such Debtor’s certificate of incorporation, by-laws, or similar organizational document;

(f)   Professional Claim; or

(g)   Claim for U.S. Trustee Fees.

Any Holder of a General Administrative Claim who is required to, but does not, file and serve a request for payment of such General Administrative Claim pursuant to the procedures specified in the Confirmation Order on or prior to the Administrative Claim Bar Date shall be forever barred, estopped and enjoined from asserting such General Administrative Claim against the Debtors, the Reorganized Debtors, or their respective property, and such General Administrative Claim shall be deemed discharged as of the Effective Date.

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Any objection to a request for payment of a General Administrative Claim that is required to be filed and served pursuant to this Article 3.1 must be filed and served on the Reorganized Debtors, the Creditor Representative and the requesting party creditor (a) no later than 120 days after the Administrative Claim Bar Date or (b) by such later date as may be established by order of the Bankruptcy Court upon a motion by a Reorganized Debtor, with notice only to those parties entitled to receive notice pursuant to Bankruptcy Rule 2002.

3.2 General Administrative Claims

Except to the extent that a Holder of an Allowed General Administrative Claim agrees to less favorable treatment, the Holder of each Allowed General Administrative Claim shall receive, in full and final satisfaction, settlement, release and discharge of and in exchange for such Allowed General Administrative Claim, Cash in an amount equal to the full unpaid amount of such Allowed General Administrative Claim on the later of (a) the Effective Date or as soon as reasonably practicable thereafter if such Administrative Claim is Allowed as of the Effective Date, (b) the date on which such Claim is Allowed or as soon as reasonably practicable thereafter, (c) with respect to Ordinary Course General Administrative Claims, the date such amount is due in accordance with applicable non-bankruptcy law and the terms and conditions of any applicable agreement or instrument.

3.3 DIP Loan Claims

3.3.1Allowance.  All DIP Loan Claims shall be Allowed and deemed to be Allowed Claims in the full amount due and owing under the DIP Credit Agreement.   The estimated Allowed amount of DIP Loan Claims related to Term A Loans is $60 million and the estimated Allowed amount of DIP Loan Claims related to Term B Loans is $91.9 million.

3.3.2DIP Term A Loans.  Except to the extent that a holder of a Term A Loan agrees to a less favorable treatment, each holder of a Term A Loan shall receive Cash equal to the full amount of its Term A Loans in full and final satisfaction, settlement, release and discharge of and in exchange for such Term A Loan Claims on or as soon as practicable after the Effective Date.  Pursuant to the DIP Order and DIP Credit Agreement, Term A Loans shall be repaid in full before any DIP Term B Loans are repaid.

3.3.3DIP Term B Loans.  Except to the extent that a holder of Term B Loans agrees to a less favorable treatment, each holder of a Term B Loan, in full and final satisfaction, settlement, release and discharge of and in exchange for each such Term B Loan Claims, shall receive:

(a)   its pro rata share of an aggregate Cash payment in an amount equal to the difference between the aggregate amount of the Term B Loans less the Required Combined Offering and Conversion Amount; and 

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(b)   its pro rata share of:  (i) the Rights Offering Proceeds, if any; and (ii) the Term B Loans Conversion Shares.

3.3.4Lien Termination.  Upon satisfaction of all Allowed DIP Loan Claims as set forth herein, all Liens and security interests granted pursuant to the DIP Loan Documents, whether in the Chapter 11 Cases or otherwise, shall be deemed automatically terminated without any further action required and shall be of no further force or effect.

3.3.5DIP Lenders Professional Fees.   All reasonable and documented unpaid professional fees and expenses incurred by the DIP Lenders will be paid in full in Cash on or after (if agreed to by the applicable professional) the Effective Date.

3.4 Professional Claims

3.4.1Final Fee Applications.  All final requests for payment of Professional Claims shall be filed and served no later than 60 days after the Effective Date.  The Bankruptcy Court shall determine the Allowed amounts of such Professional Claims.

3.4.2Payment of Professional Fees.  The Reorganized Debtors shall pay in full Professional Claims in Cash as soon as reasonably practicable after such Claims are Allowed by order of the Bankruptcy Court.

3.4.3Professional Fee Estimated Amount.  Professionals shall provide good faith estimates of their Professional Claims through the expected Effective Date and shall deliver such estimates to the Debtors and the Investors and their advisors (with copies to the Committee’s counsel and advisors) no later than five Business Days prior to the expected Effective Date; provided that such estimates shall not be considered an admission or limitation with respect to the fees and expenses of such Professionals.

3.4.4Post-Confirmation Date Fees and Expenses.  From and after the Effective Date, but subject in all cases to the terms of the Backstop Commitment Agreement, the Debtors or the Reorganized Debtors, as the case may be, shall, in the ordinary course of business and without any further notice to or action, order, or approval of the Bankruptcy Court, but subject to providing invoices to the Investors and GGS Holdings’ consent to such payment (or for fees and expenses incurred prior to the Effective Date, after providing notice to the Investors and as approved by the Bankruptcy Court), pay in Cash the reasonable legal, professional or other fees and expenses related to implementation and Consummation of the Plan incurred by the Debtors, the Reorganized Debtors, or the Committee, as the case may be; provided, that Investor consent shall not be required for fees and expenses of the Creditor Representative that are consistent with the Creditor Representative Budget.  Except as otherwise specifically provided in the Plan, upon the Confirmation Date, any requirement that Professionals comply with sections 327, 328, 329, 330, 331 or 1103 of the Bankruptcy Code or the Professional Fee Order in seeking retention or compensation for services rendered after such date shall terminate, and the Debtors, the Reorganized Debtors or, solely with respect to the matters set forth in Article 15.9 hereof, the Committee, may, subject to the consent of the Requisite Investors, employ and pay any Professional in the ordinary course of business, including the draw of any retainers held by a Professional without seeking relief from the Bankruptcy Court.

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3.5 Priority Tax Claims

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to less favorable treatment, the Holder of each Allowed Priority Tax Claim due and payable on or prior to the Effective Date shall receive, in full and final satisfaction, settlement, release and discharge of and in exchange for such Allowed Priority Tax Claim,  at the election of the applicable Debtor or Reorganized Debtor and consent of the Requisite Investors, (a) Cash on the Effective Date or as soon as reasonably practicable thereafter in an amount equal to the full unpaid amount of such Allowed Priority Tax Claim; or (b) commencing on the first Semi-Annual Payment Date following the Initial Distribution Date and continuing over a period not exceeding five (5) years from and after the Petition Date, equal semi-annual Cash payments in an aggregate amount equal to the unpaid portion of such Allowed Priority Tax Claim, together with interest at the applicable rate under non-bankruptcy law, subject to the sole option of the Reorganized Debtors, with the consent (prior to the Effective Date) of the Requisite Investors, to prepay the entire amount of the unpaid portion of the Allowed Priority Tax Claim in the ordinary course of business.  Any Allowed Priority Tax Claim that is not due and payable on or prior to the Effective Date shall be paid in the ordinary course of business after the Effective Date as and when due under applicable non-bankruptcy law.

3.6 Statutory Fees Payable Pursuant to 28 U.S.C. § 1930

The Debtors or the Reorganized Debtors, as applicable, shall pay all U.S. Trustee Fees for each quarter (including any fraction thereof) until the Chapter 11 Cases are closed.

3.7 Commitment Premium and Expense Reimbursement

To the extent due and owing under the Backstop Conversion Commitment Agreement and the Backstop Approval Order, the Commitment Premium shall be paid, in full and final satisfaction, settlement, release and discharge of and in exchange for such Commitment Premium, by the issuance of the Commitment Premium Shares, in accordance with the Backstop Conversion Commitment Agreement, to the Investors allocated pro rata among the Investors or their respective designees (based on the principal amount of the Term B Loans held by such Investor on the Effective Date).

To the extent due and owing under the Backstop Conversion Commitment Agreement and the Backstop Approval Order, any unpaid Expense Reimbursement, in full and final satisfaction, settlement, release and discharge of and in exchange for such Expense Reimbursement, shall be paid in cash as Allowed Administrative Claims on the Effective Date or upon termination of the Backstop Conversion Commitment Agreement, as applicable, in each case in accordance with and subject to the Backstop Conversion Commitment Agreement and the Backstop Approval Order.

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3.8 Termination Payment

To the extent due and owing under the Backstop Conversion Commitment Agreement and the Backstop Approval Order, any Termination Payment, in full and final satisfaction, settlement, release and discharge of and in exchange for such Termination Payment, shall be paid in Cash, on or prior to the consummation of any Alternate Transaction, to the Investors or their designees based upon the respective pro rata share of Term B Loans held by such Investors on the date of payment, in each case in accordance with and subject to the Backstop Conversion Commitment Agreement and the Backstop Approval Order.

4.   CLASSIFICATION, TREATMENT AND VOTING OF CLAIMS AND EQUITY INTERESTS

4.1 Classification of Claims and Equity Interests

All Claims and Equity Interests, except for Administrative Claims, Priority Tax Claims, DIP Loan Claims and Professional Claims, are classified in the Classes set forth in this Article 4.  A Claim or Equity Interest is classified in a particular Class only to the extent that the Claim or Equity Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Equity Interest qualifies within the description of such other Classes.  A Claim or Equity Interest also is classified in a particular Class for the purpose of receiving Distributions pursuant to the Plan only to the extent that such Claim or Equity Interest is an Allowed Claim or Equity Interest in that Class and has not been paid, released, disallowed or otherwise satisfied prior to the Effective Date.

4.2 Deemed Substantive Consolidation and Use of Sub-classification

The Plan shall serve as a motion by the Debtors seeking entry of a Bankruptcy Court order deeming the substantive consolidation of the Debtors’ Estates into a single Estate for certain limited purposes related to the Plan, including Voting, Confirmation and Distribution.  As a result of the deemed substantive consolidation of the Estates, each Class of Claims and Equity Interests will be treated as against a single consolidated Estate without regard to the separate legal existence of the Debtors.  The Plan will not result in the merger or otherwise affect the separate legal existence of each Debtor, other than with respect to Voting and Distribution rights under the Plan, and otherwise in satisfying the applicable requirements of Bankruptcy Code section 1129.  All Intercompany Claims between and among the Debtors shall be eliminated for Plan purposes so that such Claims will not be classified, will not vote and will not receive any Distribution under the Plan.  All Claims filed by the same Creditor against more than one Debtor are eliminated, disallowed and expunged to the extent that such are duplicative Claims.  In the event that the Bankruptcy Court does not authorize substantive consolidation, or if the Bankruptcy Court authorizes the Debtors to consolidate for Voting and Distribution purposes fewer than all of the Classes of Claims and Equity Interests sought to be consolidated for these purposes, the Debtors may proceed with separate classifications for any such non-consolidated Classes of Claims and Equity Interests, and such non-consolidated Classes of Claims and Equity Interests will be treated as against each individual non-consolidated Debtor for Voting and Confirmation purposes.  In such event, each Class of Claims and Equity Interests shall be divided in subclasses; one for each of the Debtors, as set forth below.

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GGS- Global Geophysical Services, Inc.;

AI - Autoseis, Inc.;

GGE - Global Geophysical EAME, Inc.;

GGI - GGS International Holdings, Inc.;

AMI - Accrete Monitoring, Inc.; and

ADC - Autoseis Development Company.

For example, Class 1 - “Other Priority Claims” -- can be divided into six sub-classes for voting purposes:  Class 1-GGS, Class 1-AI . . . through Class 1-ADC.   Class 1-GGS relates to Other Priority Claims asserted against GGS, Class 1-AI relates to Other Priority Claims asserted against Autoseis, Inc., and so on.  A particular Debtor may have no claims asserted against it in a particular Class.

The treatment and distributions for each such subclass will be the same for each Debtor, as provided in Section 4.4 below, except that if substantive consolidation is not permitted for Class 5 Trade Claims, the Plan will provide for six separate subclasses of Trade Claims:  Class 5 GGS Trade Claims, Class 5 AI Trade Claims, Class 5 GGE Trade Claims, Class 5 GGI Trade Claims, Class 5 AMI Trade Claims and Class 5 ADC Trade Claims.   Each Class 5 Subclass will receive its Pro Rata share of Cash that in the aggregate equals $3 million, plus (A) on or before March 1, 2016, its Pro Rata share of the Library Improvement or (B) in the event there is no Library Improvement and the Debtors or Reorganized Debtors instead pursue any SEI-GPI Cause of Action, its Pro Rata share of the SEI-GPI Cause of Action Creditor Recovery.  The consideration available for Distribution to each such Class 5 Subclass shall be allocated based on the ratio of the amount of Allowed Trade Claim(s) in the applicable Class 5 Subclass to the aggregate Allowed amount of all Trade Claims in all Class 5 Subclasses.     Distributions to Holders of Allowed Trade Claims within each such Class 5 Subclass, in turn, shall be allocated based on the ratio of the amount of each such Holder’s Allowed Trade Claim(s) in the applicable Class 5 Subclass to the aggregate Allowed amount of all Trade Claims in such  Class 5 Subclass.

4.3 Summary of Classification and Treatment.

The classification of Claims and Equity Interests pursuant to the Plan is as follows:

Class(es)	Claims and Equity Interests	Status	Voting Rights
1	Other Priority Claims	Unimpaired	Deemed to Accept
2	Secured Tax Claims	Unimpaired	Deemed to Accept
3A	Secured Amegy Claim	Impaired	Entitled to Vote
3B–3H	Secured Capital Lease Claims	Impaired	Entitled to Vote
3I	Other Secured Claims	Unimpaired	Deemed to Accept
4A	Financial Claims (Eligible Participants and Investors)	Impaired	Entitled to Vote
4B	Financial Claims (Other Than Eligible Participants and Investors)	Impaired	Entitled to Vote
5	Trade Claims	Impaired	Entitled to Vote
6	Subordinated Claims	Impaired	Deemed to Reject
7	Equity Interests in GGS	Impaired	Deemed to Reject
8	Equity Interests in Subsidiary Debtors	Unimpaired	Deemed to Accept

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4.4 Treatment of Claims and Equity Interests

4.4.1   Class 1 – Other Priority Claims.

(a)   Classification:  Class 1 consists of all Other Priority Claims.

(b)   Treatment: Except to the extent that a Holder of an Allowed Other Priority Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Other Priority Claims, each Holder of such Allowed Other Priority Claim shall be paid in full in Cash on or as soon as reasonably practicable after the latest of (i) the Effective Date, (ii) the date on which such Other Priority Claim becomes Allowed, and (iii) such other date as may be ordered by the Bankruptcy Court.

(c)   Voting: Class 1 is Unimpaired.  Each Holder of an Other Priority Claim is conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.  No Holder of Other Priority Claims is entitled to vote to accept or reject the Plan.

4.4.2   Class 2 – Secured Tax Claims.

(a)   Classification:  Class 2 consists of any Secured Tax Claims against any Debtor.

(b)   Treatment:  Except to the extent that a Holder of an Allowed Secured Tax Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Secured Tax Claims, each holder of an Allowed Secured Tax Claim shall receive, at the option of the applicable Debtor or Reorganized Debtor, with the consent of the Requisite Investors, either:   (i) Cash on the Effective Date or as soon as reasonably practicable thereafter in an amount equal to the full unpaid amount of such Allowed Secured Tax Claim; or (ii) commencing on the first Semi-Annual Payment Date following the Initial Distribution Date and continuing over a period not exceeding five (5) years from and after the Petition Date, equal semi-annual Cash payments in an aggregate amount equal to the unpaid portion of such Allowed Secured Tax Claim, together with interest at the applicable rate under non-bankruptcy law, subject to the sole option of the Reorganized Debtors (with the consent, prior to or on the Effective Date, of the Requisite Investors) to prepay the entire amount of the unpaid portion of the Allowed Secured Tax Claim in the ordinary course of business.  To the extent any Allowed Secured Tax Claim is entitled to interest under Section 506(b) of the Bankruptcy Code and applicable non-bankruptcy law, such Claim shall earn post-petition interest at the statutory rate applicable to such tax claims under applicable non-bankruptcy law.   Any Lien securing an Allowed Secured Tax Claim shall be retained until such time that such Allowed Secured Tax Claim is paid in full.

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(c)   Voting:  Class 2 is Unimpaired.  Each Holder of a Secured Tax Claim is conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.  No Holder of a Secured Tax Claim is entitled to vote to accept or reject the Plan.

4.4.3   Class 3A –Secured Amegy Claim.

(a)   Classification:  Class 3A consists of the Holder of the Secured Amegy Claim.

(b)   Treatment: Except to the extent that a Holder of an Allowed Amegy Secured Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Secured Amegy Claim, each Holder of an Allowed Secured Amegy Claim shall receive on the sixth-month anniversary of the Effective Date, on account of any portion of such claim that is not contingent or unliquidated, cash in full solely from the cash collateral in the possession and control of Amegy as of the Effective Date.

(c)   Voting: Class 3A is Impaired.  Each Holder of an Amegy Secured Claim is entitled to vote to accept or reject the Plan.

4.4.4   Class 3B – Secured Cal First Claim.

(a)   Classification:  Class 3B consists of the Holder of the Secured Cal First Claim.

(b)   Treatment: Except to the extent that the Holder of an Allowed Secured Cal First Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Secured Cal First Claim, each Holder of such Allowed Claim shall, on the Effective Date:

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(i)   retain the liens securing such Claim, whether the property subject to such liens is retained by the Debtors or transferred to another entity, to the extent of the Allowed amount of such Claims and receive payment in full in cash in accordance with the terms of the applicable Capital Lease documents; provided, however, that the payment period and any corresponding purchase option contained in such Capital Lease shall be extended by 12 months, and the payments owed under such Capital Lease documents shall be modified to reflect such extension on the newly amortized basis at the non-default rate of interest provided for in the applicable Capital Lease, as further described in an exhibit to the Plan Supplement, and which in all instances shall be determined by the Debtors with the consent of the Requisite Investors and in consultation with the Committee; or

(ii)   receive such other recovery or treatment necessary to satisfy Bankruptcy Code section 1129(b) as consented to by the Requisite Investors.

(c)   Voting: Class 3B is Impaired.  Each Holder of a Cal First Secured Claim is entitled to vote to accept or reject the Plan.

4.4.5   Class 3C – Secured Kubota Claim.

(a)   Classification:  Class 3C consists of the Holder of the Secured Kubota Claim.

(b)   Treatment: Except to the extent that the Holder of an Allowed Secured Kubota Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Secured Kubota Claim, each Holder of such Allowed Claim shall, on the Effective Date:

(i)   retain the liens securing such Claim, whether the property subject to such liens is retained by the Debtors or transferred to another entity, to the extent of the Allowed amount of such Claims and receive payment in full in cash in accordance with the terms of the applicable Capital Lease documents; provided, however, that the payment period and any corresponding purchase option contained in such Capital Lease shall be extended by 12 months, and the payments owed under such Capital Lease documents shall be modified to reflect such extension on the newly amortized basis at the non-default rate of interest provided for in the applicable Capital Lease, as further described in an exhibit to the Plan Supplement, and which in all instances shall be determined by the Debtors with the consent of the Requisite Investors and in consultation with the Committee; or

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(ii)   receive such other recovery or treatment necessary to satisfy Bankruptcy Code section 1129(b) as consented to by the Requisite Investors.

(c)   Voting: Class 3C is Impaired.  Each Holder of a Secured Kubota Claim is entitled to vote to accept or reject the Plan.

4.4.6   Class 3D – Secured HP Lease Claim

(a)   Classification:  Class 3D consists of the Holder of the Secured HP Lease Claim.

(b)   Treatment: Except to the extent that the Holder of an Allowed Secured HP Lease Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Secured HP Lease Claim, each Holder of such Allowed Claim shall, on the Effective Date:

(i)   retain the liens securing such Claim, whether the property subject to such liens is retained by the Debtors or transferred to another entity, to the extent of the Allowed amount of such Claims and receive payment in full in cash in accordance with the terms of the applicable Capital Lease documents; provided, however, that the payment period and any corresponding purchase option contained in such Capital Lease shall be extended by 12 months, and the payments owed under such Capital Lease documents shall be modified to reflect such extension on the newly amortized basis at the non-default rate of interest provided for in the applicable Capital Lease, as further described in an exhibit to the Plan Supplement, and which in all instances shall be determined by the Debtors with the consent of the Requisite Investors and in consultation with the Committee; or

(ii)   receive such other recovery or treatment necessary to satisfy Bankruptcy Code section 1129(b) as consented to by the Requisite Investors.

(c)   Voting: Class 3D is Impaired.  Each Holder of a Secured HP Lease Claim is entitled to vote to accept or reject the Plan.

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4.4.7   Class 3E – Secured HP-5 Lease Claim

(a)   Classification:  Class 3E consists of the Holder of the Secured HP-5 Lease Claim.

(b)   Treatment: Except to the extent that the Holder of an Allowed Secured HP-5 Lease Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Secured HP-5 Lease Claim, each Holder of such Allowed Claim shall, on the Effective Date:

(i)   retain the liens securing such Claim, whether the property subject to such liens is retained by the Debtors or transferred to another entity, to the extent of the Allowed amount of such Claims and receive payment in full in Cash in accordance with the terms of the applicable Capital Lease documents; provided, however, that the payment period and any corresponding purchase option contained in such Capital Lease shall be extended by 12 months, and the payments owed under such Capital Lease documents shall be modified to reflect such extension on the newly amortized basis at the non-default rate of interest provided for in the applicable Capital Lease, as further described in an exhibit to the Plan Supplement, and which in all instances shall be determined by the Debtors with the consent of the Requisite Investors and in consultation with the Committee; or

(ii)   receive such other recovery or treatment necessary to satisfy Bankruptcy Code section 1129(b) as consented to by the Requisite Investors.

(c)   Voting: Class 3E is Impaired.  Each Holder of a Secured HP-5 Lease Claim is entitled to vote to accept or reject the Plan.

4.4.8   Class 3F – Secured HP-6 Lease Claim

(a)   Classification:  Class 3F consists of the Holder of the Secured HP-6 Lease Claim.

(b)   Treatment: Except to the extent that the Holder of an Allowed Secured HP-6 Lease Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Secured HP-6 Lease Claim, each Holder of such Allowed Claim shall, on the Effective Date:

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(i)   retain the liens securing such Claim, whether the property subject to such liens is retained by the Debtors or transferred to another entity, to the extent of the Allowed amount of such Claims and receive payment in full in cash in accordance with the terms of the applicable Capital Lease documents; provided, however, that the payment period and any corresponding purchase option contained in such Capital Lease shall be extended by 12 months, and the payments owed under such Capital Lease documents shall be modified to reflect such extension on the newly amortized basis at the non-default rate of interest provided for in the applicable Capital Lease, as further described in an exhibit to the Plan Supplement, and which in all instances shall be determined by the Debtors with the consent of the Requisite Investors and in consultation with the Committee; or

(ii)   receive such other recovery or treatment necessary to satisfy Bankruptcy Code section 1129(b) as consented to by the Requisite Investors.

(c)   Voting: Class 3F is Impaired.  Each Holder of a Secured HP-6 Lease Claim is entitled to vote to accept or reject the Plan.

4.4.9   Class 3G – Secured First National-2 Lease Claim

(a)   Classification:  Class 3G consists of the Holder of the Secured First National-2 Lease Claim.

(b)   Treatment: Except to the extent that the Holder of an Allowed Secured First National-2 Lease Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Secured First National-2 Lease Claim, each Holder of such Allowed Claim shall, on the Effective Date:

(i)   retain the liens securing such Claim, whether the property subject to such liens is retained by the Debtors or transferred to another entity, to the extent of the Allowed amount of such Claims and receive payment in full in cash in accordance with the terms of the applicable Capital Lease documents; provided, however, that the payment period and any corresponding purchase option contained in such Capital Lease shall be extended by 12 months, and the payments owed under such Capital Lease documents shall be modified to reflect such extension on the newly amortized basis at the non-default rate of interest provided for in the applicable Capital Lease, as further described in an exhibit to the Plan Supplement, and which in all instances shall be determined by the Debtors with the consent of the Requisite Investors and in consultation with the Committee; or

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(ii)   receive such other recovery or treatment necessary to satisfy Bankruptcy Code section 1129(b) as consented to by the Requisite Investors.

(c)   Voting: Class 3G is Impaired.  Each Holder of a Secured First National-2 Lease Claim is entitled to vote to accept or reject the Plan.

4.4.10   Class 3H – Secured First National-3 Lease Claim

(a)   Classification:  Class 3H consists of the Holder of the Secured First National-3 Lease Claim.

(b)   Treatment: Except to the extent that the Holder of an Allowed Secured First National-3 Lease Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Secured First National-3 Lease Claim, each Holder of such Allowed Claim shall, on the Effective Date:

(i)   retain the liens securing such Claim, whether the property subject to such liens is retained by the Debtors or transferred to another entity, to the extent of the Allowed amount of such Claims and receive payment in full in cash in accordance with the terms of the applicable Capital Lease documents; provided, however, that the payment period and any corresponding purchase option contained in such Capital Lease shall be extended by 12 months, and the payments owed under such Capital Lease documents shall be modified to reflect such extension on the newly amortized basis at the non-default rate of interest provided for in the applicable Capital Lease, as further described in an exhibit to the Plan Supplement, and which in all instances shall be determined by the Debtors with the consent of the Requisite Investors and in consultation with the Committee; or

(ii)   receive such other recovery or treatment necessary to satisfy Bankruptcy Code section 1129(b) as consented to by the Requisite Investors.

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(c)   Voting: Class 3H is Impaired.  Each Holder of a Secured First National-3 Lease Claim is entitled to vote to accept or reject the Plan.

4.4.11   Class 3I – Other Secured Claims.

(a)   Classification:  Class 3I consists of Other Secured Claims.  Class 3 includes (i) the Insurance Financing Claims and (ii) any other secured claim not otherwise expressly classified or described herein.  It is the Debtors’ intent to treat Holders of Allowed Other Secured Claims as Unimpaired under this Plan.  In the event the Bankruptcy Court finds that Class 3I is nevertheless Impaired, or that separate classification of each Other Secured Claim is warranted,each Holder of an Other Secured Claim shall be separately classified into sub-classes for voting and confirmation purposes.  For example, Class 3(I) - Insurance Financing Claim, and so on.  In such event, the treatment provided below in Article 4.4.11(b) shall apply to each such sub-class.

(b)   Treatment: Except to the extent that a Holder of an Allowed Other Secured Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Other Secured Claims, each Holder of an Allowed Other Secured Claim shall, as the Debtors, or Reorganized Debtors, as applicable, in consultation with the Committee and as consented to by the Requisite Investors (but only, in the case of the Committee and the Requisite Investors, if determined on or prior to the Effective Date), determine, after the latest of (i) the Effective Date and (ii) the date on which such Other Secured Claim becomes Allowed:

(i)   have its Allowed Other Secured Claim reinstated and rendered Unimpaired in accordance with section 1124 of the Bankruptcy Code, including retention of any Lien securing an Allowed Other Secured Claim until such time that such Allowed Other Secured Claim is paid in full;

(ii)   receive payment in full in Cash including the payment of any interest at the non-default rate, if such interest is required to be paid pursuant to section 506(b) of the Bankruptcy Code, including retention of any Lien securing an Allowed Other Secured Claim until such time that such Allowed Other Secured Claim is paid in full;

(iii)   receive delivery of the collateral securing such Allowed Other Secured Claim;

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(iv)   receive delivery of the distribution of the proceeds of the sale or disposition of the collateral securing such Allowed Other Secured Claim to the extent of the value of the Holder’s secured interest in such collateral; or

(v)   such other recovery necessary to satisfy Bankruptcy Code section 1129.

(c)   Voting: Class 3I is Unimpaired.  Each Holder of an Other Secured Claim is conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.  No Holder of an Other Secured Claim is entitled to vote to accept or reject the Plan.

4.4.12   Class 4A – Financial Claims (Eligible Participants and Investors).

(a)   Classification:  Class 4A consists of all Financial Claims of Eligible Participants and Investors.   Financial Claims that are not held by Eligible Participants or Investors are classified in Class 4B below.

(b)   Treatment:  Except to the extent that a Holder of an Allowed Financial Claim in Class 4A agrees to a less favorable treatment, and in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Class 4A Financial Claims, each Holder of an Allowed Class 4A Financial Claim (including any Financial Claims acquired by any Investors after September 23, 2014) shall receive:

(i)   its Pro Rata share of the Class 4 New Common Units;

(ii)   its Pro Rata share of Rights to participate in the Rights Offering, provided, however, that (a) Holders of Class 4A Financial Claims that were held by the Investors as of September 23, 2014 will not receive Rights for any such Financial Claims, and (b) Holders of Class 4A Financial Claims that purchase Financial Claims held by Investors as of September 23, 2014 shall not receive Rights for such Financial Claims; and

(iii)   its Pro Rata share of the Warrants.

(c)   Voting: Class 4A is Impaired and each Holder of a Class 4A Financial Claim is entitled to vote to accept or reject the Plan.

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4.4.13   Class 4B – Financial Claims (Other than Eligible Participants or Investors).

(a)   Classification:  Class 4B consists of all Financial Claims not held by Eligible Participants or Investors.

(b)   Treatment:  Except to the extent that a Holder of an Allowed Financial Claim in Class 4B agrees to a less favorable treatment, and in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Class 4B Financial Claims, each Holder of an Allowed Class 4B Financial Claim shall receive:

(i)   its Pro Rata share of the Class 4 New Common Units; and

(ii)   its Pro Rata share of the Warrants.

(c)   Voting: Class 4B is Impaired and each Holder of a Class 4B Financial Claim is entitled to vote to accept or reject the Plan.

4.4.14   Class 5 – Trade Claims.

(a)   Classification:  Class 5 consists of all Trade Claims.

(b)   Treatment:   Except to the extent that a Holder of an Allowed Class 5 Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for its Allowed Class 5 Trade Claim, each Holder of Allowed Class 5 Trade Claims shall receive:

(i)   on or as soon as reasonably practicable after the later of the Effective Date and the date on which such Class 5 Claim becomes Allowed, subject to Article 4.4.14(c) herein, its Pro Rata share of Cash in an aggregate amount equal to $3 million; and

(ii)   (A) on or before March 1, 2016, its Pro Rata share of the Library Improvement or (B) in the event there is no Library Improvement and the Debtors or Reorganized Debtors instead pursue any SEI-GPI Cause of Action, its Pro Rata share of the SEI-GPI Cause of Action Creditor Recovery.

(c)   Escrow and Timing of Payments: On the Effective Date, the $3 million Cash amount referred to in Article 4.4.14(b)(i) herein shall be deposited into an escrow or similar segregated account that is acceptable to the Committee, the Debtors and the Requisite Investors (the “Escrow Account”), and shall be held in such account pending distribution to Holders of Allowed Trade Claims in accordance with the Plan.  The Library Improvement, if any, shall be distributed to Holders of Allowed Trade Claims after the Library Improvement is determined by the Board of the Reorganized Debtors, the Board of GGS Holdings and the Creditor Representative; provided, however, that the Library Improvement shall be distributed to Holders of Trade Claims on or before March 1, 2016; provided further that if there is no Library Improvement, the SEI-GPI Cause of Action Creditor Recovery shall be distributed to Holders of Trade Claims as soon as reasonably practicable after the receipt by the Reorganized Debtors of the SEI-GPI Cause of Action Aggregate Recovery, if any.

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(d)   Voting: Class 5 is Impaired.  Each Holder of a Class 5 Claim is entitled to vote to accept or reject the Plan.

4.4.15   Class 6 –Subordinated Claims.

(a)   Classification:  Class 6 consists of Subordinated Claims.

(b)   Treatment:  No Holder of a Subordinated Claim shall receive any Distribution on account of its Subordinated Claim.  On the Effective Date, all Subordinated Claims shall be discharged.

(c)   Voting: Class 6 is Impaired.  Holders of Subordinated Claims are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code.  No Holder of a Subordinated Claim is entitled to vote to accept or reject the Plan.

4.4.16   Class 7 – Equity Interests in GGS.

(a)   Classification:  Class 7 consists of all Equity Interests in GGS.

(b)   Treatment:  No Holder of an Equity Interest in GGS shall receive any Distributions on account of its Equity Interest.  On and after the Effective Date, all Equity Interests in GGS shall be cancelled and shall be of no further force and effect, whether surrendered for cancellation or otherwise.

(c)   Voting: Class 7 is Impaired.  Each Holder of an Equity Interest in GGS is conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code.  No Holder of an Equity Interest in GGS is entitled to vote to accept or reject the Plan.

4.4.17   Class 8 — Intercompany Equity Interests

(a)   Classification:  Class 8 consists of Equity Interests in Subsidiary Debtors.

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(b)   Treatment:  Class 8 Intercompany Equity Interests shall be left unaltered and rendered Unimpaired in accordance with section 1124(2) of the Bankruptcy Code.   As such, and except as otherwise stated in Article 5 of this Plan, Reorganized GGS shall own, directly or indirectly, all of the outstanding Equity Interests of its Subsidiaries on and after the Effective Date.

(c)   Voting:  Class 8 is Unimpaired and not entitled to vote to accept or reject the Plan.

4.5 Intercompany Claims and Equity Interests

Notwithstanding anything herein to the contrary, on the Effective Date or as soon thereafter as is reasonably practicable, at the option of the Reorganized Debtors and with the consent of the Requisite Investors, all Intercompany Claims and Intercompany Interests will be:  (a) preserved and reinstated, in full or in part; (b) cancelled and discharged, in full or in part; (c) eliminated or waived based on accounting entries in the Debtors’ or the Reorganized Debtors’ books and records and other corporate activities by the Debtors or the Reorganized Debtors; (d) contributed to the capital of the obligor entity or (e) otherwise compromised; provided, however, that in no event shall Intercompany Claims be Allowed or entitled to any Distribution under the Plan; and provided, further, that any Intercompany Claim owing, directly or indirectly, from a non-Debtor subsidiary or Affiliate, on one hand, to a Debtor or Reorganized Debtor, on the other hand, shall be and is hereby expressly preserved and retained under this Plan.

4.6 Special Provision Governing Unimpaired Claims

Except as otherwise provided herein, the Plan shall not affect the Debtors’ or the Reorganized Debtors’ rights in respect of any Unimpaired Claims, including legal and equitable defenses or setoff or recoupment rights with respect thereto.

4.7 Confirmation Pursuant to Sections 1129(a) and 1129(b) of the Bankruptcy Code

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for the purposes of Confirmation by acceptance of the Plan by an Impaired Class of Claims; provided, however, that in the event no holder of a Claim with respect to a specific voting Class for a Debtor timely submits a Ballot indicating acceptance or rejection of the Plan, such Class (with respect to such Debtor) will be deemed to have accepted the Plan. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Equity Interests.

4.8 Subordinated Claims

The Debtors and the Reorganized Debtors reserve the right to seek to re-classify any Allowed Claim in accordance with any contractual, legal or equitable subordination rights relating thereto, including under sections 510(b) and (c) of the Bankruptcy Code.

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5.   IMPLEMENTATION OF THE PLAN

5.1 Operations Between the Confirmation Date and Effective Date

During the period from the Confirmation Date through and until the Effective Date, the Debtors may continue to operate their businesses as debtors in possession, subject to all applicable orders of the Bankruptcy Court and any limitations set forth in the Backstop Conversion Commitment Agreement.

5.2 Other Restructuring Transactions

Following the Confirmation Date and except as expressly addressed in the Plan, the Debtors, with the consent of the Requisite Investors and in consultation with the Committee, may reorganize their corporate structure by eliminating certain entities (including non-Debtor entities) that are deemed no longer helpful, and may take all actions as may be necessary or appropriate to effect such transactions, including any transaction described in, approved by, contemplated by or necessary to effectuate the Plan or the Internal Reorganization (as defined below) contemplated by the Backstop Conversion Commitment Agreement, including:  (a) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, liquidation, domestication, continuation or reorganization containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable law; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption or delegation of any property, right, liability, debt or obligation on terms consistent with the terms of the Plan; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion or dissolution with the appropriate governmental authorities pursuant to applicable law; and (d) all other actions that the Debtors, with the consent of the Requisite Investors and in consultation with the Committee, determine are necessary or appropriate, including making filings or recordings that may be required by applicable law; provided, that none of the foregoing shall impact the rights of Holders of Claims or Equity Interests with respect to the Distributions to be made under the Plan.  To the extent deemed helpful or appropriate to the Debtors or the Reorganized Debtors, the restructuring may, with the consent of the Requisite Investors in consultation with the Committee, be effected pursuant to sections 368 and 381 of the Internal Revenue Code, to preserve for the Debtors or the Reorganized Debtors the tax attributes of such entities.

5.3 Vesting of Assets in the Reorganized Debtors

Except as otherwise provided herein or the Confirmation Order: (i) each Debtor will, as a Reorganized Debtor, continue to exist after the Effective Date as a separate legal entity, with all of the powers of such a legal entity under applicable law and without prejudice to any right to alter or terminate such existence (whether by merger, dissolution or otherwise) under applicable law; and (ii) on the Effective Date, all property of its Estate, and any property acquired by such Debtor or Reorganized Debtor under the Plan, will vest in such Reorganized Debtor free and clear of all Claims, Liens, charges, other encumbrances, Equity Interests and other interests, except for Liens and obligations expressly established under the Plan (including in respect of the Exit Credit Facilities, as applicable); provided that nothing in this Section 5.3 shall limit the ability under the Bankruptcy Code of any party-in-interest to object to any Claim prior to the Administrative Claims Bar Date or the Claims Objection Bar Date, as applicable, unless otherwise ordered by the Bankruptcy Court.

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The Reorganized Debtors, on and after the Effective Date, may operate their businesses and may use, acquire or dispose of property and compromise or settle any Claims (other than Trade Claims, which shall be the sole responsibility of the Creditor Representative) or Causes of Action (other than Avoidance Actions not released by the Plan, which shall be controlled by the Creditor Representative as set forth herein) without supervision or approval of the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, subject only to those restrictions expressly imposed by the Plan or the Confirmation Order as well as the documents and instruments executed and delivered in connection therewith, including the documents, exhibits, instruments and other materials comprising the Plan Supplement.  For the avoidance of doubt, any and all SEI-GPI Causes of Action shall be vested in and controlled by the Reorganized Debtors on the Effective Date.

5.4 Appointment of Creditor Representative

Prior to the Confirmation Hearing, the Ad Hoc Group and the Committee shall jointly designate a representative for the entire Class of Trade Claims (the “Creditor Representative”) as of the Effective Date.  The Confirmation Order shall constitute the Bankruptcy Court’s approval of the designated Creditor Representative.  On the Effective Date, the Reorganized Debtors, GGS Holdings and the Creditor Representative shall enter into the Creditor Representative Agreement.

The Creditor Representative shall have the authority to retain counsel and advisors (which may be counsel and advisors to the Committee) in its sole discretion.  The costs and expenses of the Creditor Representative, including its counsel and advisors, shall be paid by the Reorganized Debtors subject to the Creditor Representative Budget.  The Reorganized Debtors shall, subject only to the Creditor Representative Budget, but upon receipt of a reasonably detailed invoiced (redacted for privilege and any other confidentiality concerns), pay to the Creditor Representative all of its reasonable, actual and documented fees and expenses (including the reasonable, actual and documented fees and costs of its counsel and advisors) without the need for any approvals, authorizations, actions or consents of the Bankruptcy Court or otherwise.

On and after the Effective Date, all Avoidance Actions other than those released by the Plan shall be transferred to the control of the Creditor Representative.  The Creditor Representative shall be free to settle, pursue or otherwise address or resolve the Avoidance Actions in its sole discretion without supervision or approval of the Reorganized Debtors or the Bankruptcy Court; provided, however, that the Creditor Representative may use any retained Avoidance Action solely for the purpose of setoff or recoupment against a Claim that would otherwise be Allowed, and in no event shall resolution of such Avoidance Action result in an affirmative recovery from any actual or potential defendant on such Avoidance Action.

On or after the Effective Date, the Creditor Representative shall assume sole responsibility for objecting to, settling and otherwise managing the reconciliation of Trade Claims without supervision or approval of the Reorganized Debtors.  The Creditor Representative may, in its sole discretion, object to, settle, allow or otherwise resolve Trade Claims without supervision or approval of the Reorganized Debtors.

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Prior to the Effective Date, but only after the Committee has delivered to the Debtors the Committee Support Letter, objection to and settlement, allowance or resolution of Trade Claims shall be the primary responsibility of the Committee in consultation with the Debtors and the Investors.

The Creditor Representative shall be provided all information reasonably requested by it in connection with Trade Claims, Avoidance Actions (other than those released by the Plan) and payments received under the SEI-GPI Agreement and/or the Amended SEI-GPI Agreement.  The Reorganized Debtors shall also provide the Creditor Representative with access to all information and books and records necessary to discharge its duties hereunder and under the Creditor Representative Agreement.  For the avoidance of doubt, the Creditor Representative shall be treated as a successor-in-interest to the Debtors for purposes of the Trade Claims (other than any Claims related to the SEI-GPI Agreement), and thus, the transfer of any privileged documents to the Creditor Representative will not impair or waive any privilege

In addition to the foregoing, the Creditor Representative shall be empowered to (i) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under the Plan and (ii) exercise such other powers as may be vested in the Creditor Representative by order of the Bankruptcy Court, pursuant to the Plan, in the Creditor Representative Agreement, or as deemed by the Creditor Representative to be necessary and proper to implement the provisions hereof.

5.5 Formation of Global Geophysical Services, LLC

In order to facilitate certain corporate governance matters following the Effective Date, the Company shall organize, prior to the commencement of the Rights Offering, GGS Holdings by filing the Initial Certificate of Formation with the Delaware Secretary of State.  Prior to the Effective Date, GGS Holdings will be a wholly owned subsidiary of the Company.  From and after the Effective Date, pursuant to an Internal Reorganization (as defined below) effected in accordance with the Backstop Conversion Commitment Agreement and the Plan, the Company will be a wholly owned subsidiary of GGS Holdings.

Subject to the terms and conditions of the Backstop Conversion Commitment Agreement and the Plan, the Debtors and GGS Holdings shall cause the following transactions to be completed in accordance with the timing set forth in the Backstop Conversion Commitment Agreement (such transactions being referred to as the “Internal Reorganization”): on the Effective Date (a) GGS Holdings shall issue and deliver the Rights Offering Shares in accordance with Article II of the Backstop Conversion Commitment Agreement and the Plan; (b) immediately prior to making the Holdings Contribution, GGS Holdings shall redeem the limited liability company interests of GGS Holdings held by the Company for cash pursuant to the terms of the Initial Limited Liability Company Agreement; (c) immediately after GGS Holdings delivers the Rights Offering Shares to the Rights Holders, in accordance with the Backstop Conversion Commitment Agreement and the Plan, and redeems the GGS Holdings limited liability company interests, GGS Holdings shall (x) contribute the Rights Offering Proceeds received from the Subscription Agent, the Warrants, and a number of New Common Units equal to the Class 4 New Common Units plus the Investor Shares to the Company (the “Holdings Contribution”) in exchange for (y) the issuance by the Company of 1000 shares of New Common Stock to GGS Holdings, which after giving effect to the cancellation of the existing capital stock of the Company in accordance with the Plan, shall represent the entire issued and outstanding capital stock of the Company and therefore the Company shall be a wholly-owned subsidiary of GGS Holdings; and (d) the Company shall complete the DIP Conversion in accordance with Article III of the Backstop Conversion Commitment Agreement and the Plan immediately following the Holdings Contribution, and the Terms B Loans converted in the DIP Conversion shall be automatically cancelled.

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For U.S. federal income tax purposes, GGS Holdings will elect to be treated as an association taxable as a corporation and its common units, including the New Common Units, will be characterized as common stock.

5.6 Cancellation of Existing Agreements, Notes and Equity Interests

On the Effective Date, except as otherwise specifically provided for in the Plan, the obligations of the Debtors under the Indentures for the Senior Notes, and any other Certificate, Equity Interest, share, note, bond, indenture, purchase right, option, warrant or other instrument or document directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors or giving rise to any Claim or Equity Interest (except such Certificates, notes or other instruments or documents evidencing indebtedness or obligation of or ownership interest in the Debtors that are Reinstated or otherwise are continuing as modified pursuant to the Plan), shall be cancelled solely as to the Debtors, and the Reorganized Debtors shall not have any obligations thereunder and shall be released and discharged therefrom; provided that (x) the Senior Notes Indentures shall remain in effect and govern the rights and obligations of the Indenture Trustee and the beneficial holders of notes issued under such Indentures, including to effectuate any charging liens permitted under the Indentures, respectively and (y) any obligations of the Debtors and GGS Holdings in the Backstop Conversion Commitment Agreement that by their terms are to be satisfied after, or are otherwise stated to survive, the closing of the Backstop Conversion Commitment Agreement shall be the obligations of the Reorganized Debtors.

5.7 New Common Units

On the Effective Date, the Amended and Restated Limited Liability Company Agreement shall authorize the issuance of at least 10 million New Common Units, and GGS Holdings shall issue or reserve for issuance a sufficient number of New Common Units to comply with the terms of this Plan, the Rights Offering, the Backstop Conversion Commitment Agreement, the Warrant Agreement and the New Emergence MIP.  The New Common Units issued or otherwise delivered in connection with the Plan, including in connection with the consummation of the Rights Offering, the Backstop Conversion Commitment Agreement, or upon exercise of the Warrants, and options or other equity awards issued pursuant to the New Emergence MIP,shall be authorized without the need for further corporate action or without any further action by any Person, and once issued, shall be duly authorized, validly issued, fully paid and non-assessable.

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Each certificate or book entry position evidencing New Common Units issued pursuant to the Backstop Conversion Commitment Agreement or the Plan, including the Shares to be issued in the Rights Offering, Term B Loans Conversion Shares, and New Common Units issued in respect of Financial Claims or upon the exercise of Warrants), shall, (i) in the case of book entry position, reflect, and (ii) in the case of certificates, be stamped or otherwise imprinted with a legend (the “LLC Agreement Legend”) in substantially the following form, with only such amendments, modifications, supplements or changes as are in form and substance satisfactory to the Company and the Requisite Investors:

“THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF [●] (THE “AGREEMENT”), AND AN AMENDED AND RESTATED CERTIFICATE OF FORMATION (THE “CERTIFICATE”) OF GLOBAL GEOPHYSICAL SERVICES, LLC (THE “COMPANY”), EACH AS MAY BE AMENDED FROM TIME TO TIME.  THE AGREEMENT CONTAINS PROVISIONS LIMITING THE RIGHTS OF CERTAIN HOLDERS, INCLUDING, WITHOUT LIMITATION, RESTRICTIONS ON SALES, TRANSFERS AND OTHER DISPOSITIONS OF UNITS (INCLUDING A PROHIBITION ON TRANSFERS THAT WOULD RESULT IN THE NUMBER OF RECORD HOLDERS OF ANY CLASS OF UNITS OF THE COMPANY TO EXCEED 275 HOLDERS OVERALL).  COPIES OF THE CERTIFICATE AND THE AGREEMENT ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.  HOLDERS OF THE UNITS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.”

Any and all distributions and issuances of New Common Units to the Investors under this Plan or the Backstop Conversion Commitment Agreement, officers and other employees of Reorganized GGS or GGS Holdings pursuant to the New MIPs to the extent determined by the Company and the Requisite Investors (each, a “Management Holder”) and the beneficial holders of a certain percentage of the Financial Claims or New Common Units (with such percentage and whether the percentage is determined with reference to the Financial Claims or the New Common Units as determined by the Company and the Requisite Investors) (each, a “Significant Holder”) shall be issued in the name of such person as the holder of record thereof.   All other distributions and issuances of New Common Units under this Plan or pursuant to the Rights Offering shall be issued in the name of the broker, dealer, commercial bank, trust company or other nominee (each, a “Nominee”) that acts as the DTC participant for the Senior Notes Claims giving rise to the right to receive such New Common Units pursuant to this Plan or the Rights Offering as the holder of record thereof.

Each of the Investors, Management Holders (to the extent required pursuant to this Plan) and Significant Holders shall be required, as a condition to receiving its New Common Units, to execute and deliver a joinder to the Amended and Restated Limited Liability Company Agreement; provided that each such Holder of New Common Units will be deemed bound to the terms of the Amended and Restated Limited Liability Company Agreement from and after the Effective Date even if not a signatory thereto.  To the extent that any New Common Units are not distributed to Significant Holders who would otherwise be entitled to receive such units within six months of the Effective Date due to a failure of such Significant Holder to become a signatory to the Amended and Restated Limited Liability Company Agreement, such New Common Units shall be treated as Unclaimed Property in accordance with Section 9.9 of this Plan. 

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As of the Effective Date, as a condition of receiving any distribution of New Common Units under the Plan or pursuant to the Rights Offering, each Nominee that receives New Common Units shall be deemed to be bound by the Amended and Restated Limited Liability Company Agreement as if an original party thereto. 

All New Common Units shall be issued in book-entry form; provided, however, that any holder of record that executes a joinder to the Amended and Restated Limited Liability Company Agreement in accordance with the terms thereof, including the Investors, Management Holders and Significant Holders, may require the Company to issue New Common Units held of record thereby in certificated form in accordance with the terms of the Amended and Restated Limited Liability Company Agreement.

5.8 Rights Offering

5.8.1Generally

GGS Holdings will implement the Rights Offerings in accordance with the Backstop Conversion Commitment Agreement and the Rights Offerings Procedures.

5.8.2Eligible Participants

The Rights shall be issued only to Eligible Participants.

A HOLDER OF A FINANCIAL CLAIM THAT DOES NOT DULY COMPLETE, EXECUTE AND TIMELY DELIVER A CERTIFICATION FORM TO THE SUBSCRIPTION AGENT ON OR BEFORE NOVEMBER 7, 2014 AT 5:00 P.M. (EASTERN TIME) CANNOT PARTICIPATE IN THE RIGHTS OFFERING.

5.8.3Securities Offered

 Pursuant to the Plan and the Backstop Conversion Commitment Agreement, GGS Holdings will issue Rights to acquire up to the Maximum Rights Offering Share Amount, representing approximately 37.41% of the total New Common Units of GGS Holdings, subject to dilution on account of the Warrants, the New MIPs and other future equity issuances.  Pursuant to the Plan and the Backstop Conversion Commitment Agreement, GGS Holdings will initially be a wholly owned subsidiary of the Company, and from and after the Effective Date following the Internal Reorganization, Reorganized GGS will be a wholly owned subsidiary of GGS Holdings.  The total number of Rights and the corresponding number of New Common Units actually available for subscription in the Rights Offering is subject to reduction based on the calculation of the Projected Cash Balance as of December 31, 2014 (determined in accordance with the Plan and the Backstop Conversion Commitment Agreement).  The Required Combined Offering and Conversion Amount will be reduced if the Projected Cash Balance increases, but in no event shall the New Common Units issued in the Rights Offering be reduced below the Minimum Rights Offering Share Amount.  The actual number of Rights and corresponding number of New Common Units available in the Rights Offering, after giving effect to any such reduction, is the Rights Offering Offered Share Amount and is determined in accordance with the Plan, the Backstop Conversion Commitment Agreement and the Rights Offering Procedures.

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The following represents the maximum, base and minimum Rights Offering Offered Share Amounts based upon variances in the Projected Cash Balance, as set forth below:

	Maximum Rights Offering Share Amount	Base Rights Offering Share Amount	Minimum Rights Offering Share Amount
Projected Cash Balance	<-$11.2 million	-$6.0 million	>$5 million
Required Combined Offering and Conversion Amount	$68.1 million	$62.9 million	$51.9 million
Rights Offering Offered Share Amount	3,740,544 New Common Units	3,453,096 New Common Units	2,849,657 New Common Units
% of Outstanding New Common Units as of Effective Time (assuming all Rights are exercised)	37.41%	34.53%	28.50%

Each Eligible Participant has the right, but not the obligation, to purchase all or a portion of its Pro Rata Rights Offering Share Amount (as defined below), subject to any Reduction as set forth in the following paragraph.

In the event that the Rights Offering Offered Share Amount is less than the Maximum Rights Offering Share Amount, an aggregate number of Rights equal to the Maximum Rights Offering Share Amount minus the Rights Offering Offered Share Amount (the “Reduction”) shall be deemed automatically cancelled without any further action by the Company or GGS Holdings.  Each Rights holder shall have a number of Rights equal to their pro rata share (based on the number of Rights initially issued to such Rights holder assuming the Maximum Rights Offering Share Amount is available in the Rights Offering) of the Reduction cancelled without any further action by the Company or GGS Holdings and, to the extent that any subscribing Rights holder has paid the Rights Offering Subscription Price with respect to such cancelled Rights, the Subscription Agent shall refund such amounts to such subscribing Rights holder, as provided in the Rights Offering Procedures.

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5.8.4Subscription Price

Each Right will entitle its holder to purchase one New Common Unit at the Rights Offering Subscription Price of $8.0887 per unit, representing a 15% discount to the per unit equity value, prior to giving effect to dilution from the New MIP Common Units and derived from the implied enterprise value of the Reorganized Debtors on the Effective Date of $190 million as restructured under the Plan.

5.8.5Rights Exercise Form

In order to exercise Rights, an Eligible Participant must duly complete, execute and timely deliver the Rights Exercise Form, along with payment of the Rights Offering Subscription Price for each share subscribed, in accordance with the Rights Offering Procedures.  The Rights Exercise Form shall provide, among other things, that the Rights Offering Shares shall be subject to the terms and conditions of the Amended and Restated Limited Liability Company Agreement of GGS Holdings and that, if required in accordance with the distribution procedures established by the Plan, the Subscribing Participant will execute a joinder to the Amended and Restated Limited Liability Company Agreement.

5.8.6Subscription Privilege

Each Eligible Participant (other than an Investor under the Backstop Agreement or its Permitted Claim Transferees with respect to Senior Notes Claims held by an Investor on September 23, 2014) may (after giving effect to the Reduction) subscribe for a number of Rights Offering Shares equal to the product of (a) the resulting quotient of (x) the aggregate amount of Financial Claims owned by such Eligible Participant divided by (y) $116.8 million,2 multiplied by (b) the Rights Offering Offered Share Amount.

5.8.7Escrow of Rights Offering Proceeds

All Rights Offering Proceeds shall be deposited when made and held in escrow by the Subscription Agent pending the Effective Date of the Plan in an account or accounts (a) which shall be separate and apart from the Subscription Agent’s general operating funds and from any other funds subject to any lien or any cash collateral arrangements and (b) which segregated account or accounts will be maintained for the sole purpose of holding the Rights Offering Proceeds for administration of the Rights Offering.

The Subscription Agent shall not use the Rights Offering Proceeds for any purpose other than to release such funds as directed by the Debtors pursuant to the Plan on the Effective Date and shall not encumber or permit the Rights Offering Proceeds to be encumbered, by any lien or similar encumbrance.  No interest will be paid on account of any Rights Offering Proceeds or other amounts paid in connection with the Rights Offering under any circumstances. The Rights Offering Proceeds shall not be property of the Debtors’ estates until the occurrence of the Effective Date, and shall be used solely to repay amounts outstanding under the DIP Credit Agreement.

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2  This amount is equal to (i) the amount of the Financial Claims minus (ii) the amount of the Excluded Financial Claims.

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5.8.8Duration of the Rights Offering

The Rights Offering will commence on the day upon which the  Rights Exercise Form is first mailed or made available to Eligible Participants (the “Rights Offering Commencement Date”), which the Debtors estimate to be as soon as practicable after the Certification Deadline, but no later than Friday, November 14, 2014.

The Rights Offering will EXPIRE at 5:00 p.m. (Eastern Time) on Thursday, December 4, 2014 (as may be extended in accordance with the Rights Offering Procedures, the “Rights Offering Expiration Date”); provided, however, that if the Rights Offering Commencement Date occurs after November 14, 2014, then the Rights Offering Expiration Date shall be automatically extended by the same number of days to have passed between November 14, 2014 and the Rights Offering Commencement Deadline. Unexercised Rights will be cancelled on the Rights Offering Expiration Date.

The period commencing on the Rights Offering Commencement Date and ending on the Rights Offering Expiration Date is the “Rights Exercise Period.”

Each Eligible Participant intending to participate in the Rights Offering must affirmatively make a binding election to exercise its Rights on or prior to the Rights Offering Expiration Date, and submit payment by wire transfer of immediately available funds in an amount equal to the Aggregate Rights Offering Subscription Price (assuming that the Required Combined Offering and Conversion Amount is available in the Rights Offering and therefore without giving any effect to any Reduction) so that such payment is actually received by the Subscription Agent on or prior to the Rights Offering Expiration Date.

An Eligible Participant shall be deemed to have relinquished and waived all rights to participate in the Rights Offering to the extent the Subscription Agent for any reason does not receive from an Eligible Participant, on or before the Rights Offering Expiration Date, (i) a duly completed Rights Exercise Form and (ii) immediately available funds by wire transfer for the Rights Offering Subscription Price with respect to the Rights the Eligible Participant is exercising in such Rights Exercise Form.

Any attempt to exercise any Rights after the Rights Offering Expiration Date shall be null and void and the Debtors shall not honor any Rights Exercise Form or other documentation received by the Subscription Agent relating to such purported exercise after the Rights Offering Expiration Date, regardless of when such Rights Exercise Form or other documentation was sent.

THE METHOD OF DELIVERY OF THE RIGHTS EXERCISE FORM AND ANY OTHER REQUIRED DOCUMENTS BY EACH ELIGIBLE PARTICIPANT IS AT SUCH ELIGIBLE PARTICIPANT’S OPTION AND SOLE RISK, AND DELIVERY WILL BE CONSIDERED MADE ONLY WHEN SUCH RIGHTS EXERCISE FORM, PAYMENT AND OTHER DOCUMENTATION ARE ACTUALLY RECEIVED BY THE SUBSCRIPTION AGENT.  IN ALL CASES, EACH ELIGIBLE PARTICIPANT SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY PRIOR TO THE RIGHTS OFFERING EXPIRATION DATE.

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Any and all disputes concerning the timeliness, viability, form and eligibility of any exercise of Rights shall be addressed in accordance with the Rights Offering Procedures.

5.8.9Exercise of Rights

In order to participate in the Rights Offering, each Eligible Participant must affirmatively make a binding election to exercise all or a portion of its Rights on or prior to the Rights Offering Expiration Date.  The exercise of the Rights shall be irrevocable unless the Rights Offering is not consummated by the date of termination of the Backstop Conversion Commitment Agreement.

The Debtors and GGS Holdings expect that the Amended and Restated Limited Liability Company Agreement will contain important information about the rights, obligations and other terms related to the New Common Units, membership in GGS Holdings and the governance of GGS Holdings, including without limitation, tag-along, drag-along and approved sale provisions, transfer restrictions, pre-emptive rights, registration rights, director designation rights and information access rights.  Additional information regarding these and similar potential provisions, some of which may affect the rights of minority holders of New Common Units, is set forth in Section 6.2 of this Plan.  Eligible Participants are strongly encouraged, prior to exercising their Rights, to carefully review the Amended and Restated Limited Liability Company Agreement when it becomes available. Copies of the Amended and Restated Limited Liability Company Agreement and the Amended and Restated Certificate of Formation of GGS Holdings will be available from the Subscription Agent or the Debtors’ restructuring website (http://cases.primeclerk.com/ggs/) no later than ten days prior to the Rights Offering Expiration Date (as defined in the Rights Offering Procedures).

In order to exercise Rights, each Eligible Participant must submit a Rights Exercise Form indicating the whole number of Rights Offering Shares (up to such Eligible Participant’s Pro Rata Rights Offering Offered Share Amount) that such participant elects to purchase, along with payment by wire transfer of immediately available funds in an amount equal to the product of (a) the number of Rights Offering Shares such Eligible Participant elects to purchase multiplied by (b) the Rights Offering Subscription Price, so that the Rights Exercise Form and such payment are actually received by the Subscription Agent on or before the Rights Offering Expiration Date in accordance with the Rights Offering Procedures.  Subscriptions may only be made in a minimum initial amount of Rights to subscribe for 12,500 New Common Units and thereafter in additional increments of 2,500 New Common Units.

5.8.10Transfer Restrictions

THE RIGHTS ARE NOT TRANSFERABLE OR ASSIGNABLE.  RIGHTS MAY ONLY BE EXERCISED BY OR THROUGH THE ELIGIBLE PARTICIPANT ENTITLED TO EXERCISE SUCH RIGHTS AS OF THE RIGHTS OFFERING RECORD DATE.  ANY TRANSFER OF RIGHTS WILL BE NULL AND VOID, AND THE DEBTORS AND GGS HOLDINGS WILL NOT TREAT ANY PURPORTED TRANSFEREE OF ANY RIGHT AS AN ELIGIBLE HOLDER OF SUCH RIGHT.  IN ADDITION, SUBJECT TO ANY REDUCTION, ONCE AN ELIGIBLE PARTICIPANT HAS PROPERLY EXERCISED ITS RIGHTS, SUCH EXERCISE CANNOT BE REVOKED, RESCINDED OR ANNULLED FOR ANY REASON OTHER THAN AS EXPRESSLY PROVIDED HEREIN.

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5.8.11Issuance of the Rights Offering Shares

On or as soon as practicable after the Effective Date, GGS Holdings shall issue the Rights Offering Shares, in exchange for payment therefor, to those Eligible Participants, that, in accordance with this Plan and the Rights Offering Procedures, validly exercised their respective Rights to participate in the Rights Offering and paid the appropriate Rights Offering Subscription Price for each Right to the Subscription Agent.

No fractional New Common Units will be issued.  Each Eligible Participant’s Pro Rata Rights Offering Share Amount will be rounded down to the nearest whole unit.  No compensation shall be paid in respect of such adjustment.

5.8.12Use of Rights Offering Proceeds on Effective Date

All funds paid by the Rights Holders to the Subscription Agent in connection with the valid and proper exercise of their Rights pursuant to the Rights Offering, without any deductions for fees or expenses (the “Rights Offering Proceeds”) (a) shall be (i) paid to GGS Holdings by the Subscription Agent upon the occurrence of the Effective Date, and then (ii) contributed by GGS Holdings, upon receipt from the Subscription Agent and immediately after the issuance of the Rights Offering Shares by GGS Holdings (to be made available to the Rights Holders) to the Company in accordance with ‎Section 7.22 of the Backstop Conversion Commitment Agreement and (iii) used by the Company, upon receipt of the funds by the Company from GGS Holdings, to reduce the outstanding principal amount of Term B Loans owed under the DIP Credit Agreement by paying such Rights Offering Proceeds to the DIP Agent on behalf of the DIP Lenders that hold Term B Loans in accordance with the terms of the DIP Credit Agreement, the Plan and the applicable provisions the Backstop Conversion Commitment Agreement, and (b) shall reduce the amount of New Common Units to be delivered to the DIP Lenders that hold Term B Loans in connection with the DIP Conversion in partial satisfaction of the outstanding principal amount owed by the Company with respect to the Term B Loans.

5.8.13DIP Conversion

 In exchange for the Commitment Premium, and as part of a global compromise reflected in this Plan, the Investors have agreed, subject to the terms and conditions in the Backstop Conversion Commitment Agreement, to convert their pro rata portions of not less than $51.9 million and not greater than $68.1 million of the aggregate outstanding principal amount of the Term B Loans into New Common Units, which amount shall include all Rights Offering Unsubscribed Shares.  For the avoidance of doubt, the Investors shall not be required to fund additional Cash in respect of their DIP Conversion.

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5.8.14Refund of Payments

All exercises of Rights are subject to and conditioned upon confirmation of the Plan and the occurrence of the Effective Date. In the event that the Plan is not confirmed and consummated on or prior to termination of the Backstop Agreement, all Rights Offering Funds held by the Subscription Agent will be refunded, without interest, to each respective Eligible Participant as soon as reasonably practicable.

Any over-payments actually paid by any Eligible Participant to the Subscription Agent shall be refunded, without interest, as soon as reasonably practicable after refund amounts are determined by the Subscription Agent, provided that the Subscription Agent shall use commercially reasonable efforts to refund such amounts no later than twenty (20) Business Days after the Effective Date.

5.8.15Modifications

Notwithstanding anything contained in the Plan or the Rights Offering Procedures to the contrary, the Debtors may, with the consent of the Requisite Investors and the Committee, modify the Rights Offering Procedures or adopt such additional detailed procedures to more efficiently administer the exercise of the Rights.

5.8.16Certain Conditions

The closing of the Rights Offering is conditioned on the consummation of the Plan.  Amounts held by the Subscription Agent with respect to the Rights Offering prior to the Effective Date shall not be entitled to any interest on account of such amounts.

5.8.17Exemption From Securities Act Registration

Each Right and the Rights Offering Shares are being distributed and issued by GGS Holdings without registration under the Securities Act, in reliance upon the exemption provided in section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

None of the Rights distributed in connection with the Rights Offering Procedures have been or will be registered under the Securities Act, nor any State, local or foreign law requiring registration for offer or sale of a security.  As described herein, no Rights may be sold, transferred, assigned, pledged, hypothecated, participated, donated or otherwise encumbered or disposed of, directly or indirectly (including through derivatives, options, swaps, forward sales or other transactions in which any person receives the right to own or acquire any current or future interest in the Rights, the Rights Offering Shares or the New Common Units) (in each case, a “Transfer”).

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None of the Rights Offering Shares (which, for the avoidance of doubt does not include the Term B Loans Conversion Shares) have been registered or will be registered under the Securities Act, nor any state, local or foreign law requiring registration for offer or sale of a security, and no Rights Offering Shares may be Transferred except pursuant to an exemption from registration under the Securities Act, such as the exemption from registration provided by Rule 144 thereunder, when available.

Each certificate or book entry position evidencing a Rights Offering Share issued upon exercise of a Right, and each certificate or book entry position evidencing such New Common Units issued in exchange for or upon the Transfer of any such Rights Offering Share, shall reflect or be stamped or otherwise imprinted with a legend in substantially the following form, with only such amendments, modifications, supplements or changes as are in form and substance satisfactory to GGS Holdings, the Company and the Requisite Investors in consultation with the Committee:

“THE UNITS REPRESENTED HEREBY WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER AND EXCEPT IN COMPLIANCE WITH APPLICABLE STATE OR FOREIGN SECURITIES LAWS.”

“THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF [●] (THE “AGREEMENT”), AND AN AMENDED AND RESTATED CERTIFICATE OF FORMATION (THE “CERTIFICATE”) OF GLOBAL GEOPHYSICAL SERVICES, LLC (THE “COMPANY”), EACH AS MAY BE AMENDED FROM TIME TO TIME.  THE AGREEMENT CONTAINS PROVISIONS LIMITING THE RIGHTS OF CERTAIN HOLDERS, INCLUDING, WITHOUT LIMITATION, RESTRICTIONS ON SALES, TRANSFERS AND OTHER DISPOSITIONS OF UNITS (INCLUDING A PROHIBITION ON TRANSFERS THAT WOULD RESULT IN THE NUMBER OF RECORD HOLDERS OF ANY CLASS OF UNITS OF THE COMPANY TO EXCEED 275 HOLDERS OVERALL).  COPIES OF THE CERTIFICATE AND THE AGREEMENT ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.  HOLDERS OF THE UNITS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.”

5.9 The Warrants

5.9.1Issuance

The Warrants will be issued pursuant to the terms of this Plan and the Warrant Agreement, entitling holders of the Warrants, on a pro rata basis, to purchase up to approximately 10% of the New Common Units, on the terms and conditions set forth in the Warrant Agreement.

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5.9.2Exercise Price and Other Terms

Each Warrant will have a 4-year term (commencing on the Effective Date) and will be exercisable for one New Common Unit, subject to anti-dilution protection as provided below, for $14.1000 per share, reflecting a total implied enterprise value of $235 million for GGS Holdings and the Reorganized Debtors.  Any Warrants not exercised by the Warrant Expiration Date shall automatically expire.  Fractional Warrants shall not be issued and any such fractional Warrants will be rounded up or down to the nearest whole number.

5.9.3Restrictions on Exercise

Warrants will not be exercisable if prior to, or as a result of, such exercise GGS Holdings has or will have more than 275 holders of record of New Common Units, determined in accordance with Rule 12g5-1 under the Securities Exchange Act of 1934.

5.9.4Anti-Dilution Protection

The Warrant Agreement will contain customary provisions for the adjustment of the New Common Units issuable upon exercise following organic dilutive events such as unit splits, unit dividends, combinations, issuance of preferred units and similar transactions.

5.9.5Voting and Other Rights

Holders of Warrants will not be entitled to any voting rights of holders of New Common Units until, and to the extent, they have validly exercised their Warrants; provided, however, that for so long as the exercisable Warrants represent, on an as converted basis, a to-be-determined percentage or more of the fully diluted New Common Units, GGS Holdings will not, without the consent of the Holders of a majority of the Warrants entitled to vote on such matter, do or permit certain acts as more fully described in the Warrant Agreement.

5.9.6Form and Transferability

Each Warrant distributed under the Plan will be issued by crediting the account of the Nominee of the beneficial holder of the Allowed Financial Claim to which such Warrant is being issued through the book-entry system maintained by DTC or its agent.  GGS Holdings shall issue one or more global warrants certificates in the form to be attached to the Warrant Agreement to DTC or its nominee evidencing all such Warrants.  The Warrants shall be freely transferrable, on the same terms and conditions as the New Common Units.

5.10 Exemption from Registration

The offer, issuance, sale or distribution under the Plan of the (a) New Common Units to Holders of Class 4A and Class 4B Financial Claims (other than any Rights Offering Shares issued to such Holders of Class 4A Financial Claims), (b) Term B Loans Conversion Shares and Commitment Premium Shares, (c) Warrants, and (d) New Common Units issuable upon the exercise of the Warrants, shall all be exempt from registration under Section 5 of the Securities Act (or any State or local law requiring registration for offer or sale of a security) under, and to the extent provided by, section 1145 of the Bankruptcy Code.

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The Rights and the Rights Offering Shares shall all be issued without registration in reliance upon the exemption set forth in section 4(a)(2) of the Securities Act and will be “restricted securities.”

The New Common Units or other securities underlying the New MIPs will be issued pursuant to another available exemption from registration under the Securities Act and other applicable law.

All securities described in this Section 5.10 were offered, distributed and sold pursuant to the Plan.

5.11 Exit Financing

On the Effective Date, the applicable Reorganized Debtors or Reorganized GGS, as the case may be, shall execute and deliver, as applicable, (a) the Exit Term Credit Agreement, (b) the Exit Revolver Credit Agreement, and (c) all related documents, including the Exit Credit Facility Documents to which the applicable Reorganized Debtors are intended to be a party on the Effective Date. All such documents are incorporated herein by reference, and shall become effective in accordance with their terms and the Plan.

Confirmation of the Plan shall be deemed (a) approval of the Exit Credit Facilities and all transactions contemplated hereby and thereof (including additional syndication of the Exit Credit Facilities (if any)), and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, expenses, losses, damages, indemnities and other amounts provided for by the Exit Credit Facility Documents, and (b) authorization for the Reorganized Debtors to enter into and perform under the Exit Credit Facility Documents.  The Exit Credit Facility Documents shall constitute legal, valid, binding and authorized obligations of the Reorganized Debtors, enforceable in accordance with their terms.  The financial accommodations to be extended pursuant to the Exit Credit Facility Documents are being extended, and shall be deemed to have been extended, in good faith, for legitimate business purposes, are reasonable, shall not be subject to avoidance, recharacterization or subordination (including equitable subordination) for any purposes whatsoever, and shall not constitute preferential transfers, fraudulent conveyances or other voidable transfers under the Bankruptcy Code or any other applicable non-bankruptcy law.

On the Effective Date, all of the liens and security interests to be granted in accordance with the Exit Credit Facility Documents (a) shall be deemed to be approved; (b) shall be legal, binding and enforceable liens on, and security interests in, the collateral granted under respective Exit Credit Facility Documents in accordance with the terms of the Exit Credit Facility Documents; (c) shall be deemed perfected on the Effective Date, subject only to such liens and security interests as may be permitted under the Exit Credit Facility Documents, and the priorities of such liens and security interests shall be as set forth in the respective Exit Credit Facility Documents; and (d) shall not be subject to avoidance, recharacterization, or subordination (including equitable subordination) for any purposes whatsoever and shall not constitute preferential transfers, fraudulent conveyances or other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy law.  The Reorganized Debtors and the secured parties (and their designees and agents) under such Exit Credit Facility Documents are hereby authorized to make all filings and recordings, and to obtain all governmental approvals and consents to establish and perfect such liens and security interests under the provisions of the applicable state, provincial, federal or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection of the liens and security interests granted under the Exit Credit Facility Documents shall occur automatically on the Effective Date by virtue of the entry of the Confirmation Order and funding on or after the Effective Date, and any such filings, recordings, approvals and consents shall not be necessary or required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such liens and security interests to third parties. To the extent that any Holder of a Secured Claim that has been satisfied or discharged pursuant to the Plan, or any agent for such Holder, has filed or recorded any liens and/or security interests to secure such Holder’s Secured Claim, then as soon as practicable on or after the Effective Date, such Holder (or the agent for such Holder) shall take any and all steps requested by the Debtors, Reorganized GGS or any administrative agent under the Exit Credit Facility Documents that are necessary to cancel and/or extinguish such liens and/or security interests (it being understood that such liens and security interests held by Holders of Secured Claims that are satisfied on the Effective Date pursuant to the Plan shall be automatically canceled/or extinguished automatically on the Effective Date by virtue of the entry of the Confirmation Order).

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5.12 Deregistration

Both Reorganized GGS and GGS Holdings expect to have fewer than 300 record holders of New Common Stock and New Common Units, respectively, on and after the Effective Date and intend to seek a suspension of SEC reporting under the Exchange Act and to terminate all effective registration statements under the Securities Act, subject to and in accordance with the Backstop Conversion Commitment Agreement.

5.13 Section 1146 Exemption from Certain Transfer Taxes and Recording Fees

To the fullest extent permitted by law, pursuant to section 1146(a) of the Bankruptcy Code, any transfers from the Debtors to the Reorganized Debtors or to any other Person, pursuant to, in contemplation of, or in connection with the Plan (including any transfer pursuant to: (a) the issuance, distribution, transfer, or exchange of any debt, equity security, or other interest in the Debtors or the Reorganized Debtors; (b) the creation, modification, consolidation, assumption, termination, refinancing and/or recording of any mortgage, deed of trust or other security interest, or the securing of additional indebtedness by such or other means; (c) the making, assignment or recording of any lease or sublease; (d) the grant of collateral as security for any or all of the Exit Credit Facilities; (e) the issuance, transfer or exchange under the Plan of New Common Units, the Rights, the Rights Offering Shares, Warrants or the New MIP Common Units; (f) the Backstop Conversion Commitment Agreement (including the Internal Reorganization contemplated thereby); or (g) the making, delivery or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments or other instrument of transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan) shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, sales and use tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental assessment, and the appropriate state or local government officials or agents shall, and shall be directed to, forgo the collection of any such tax, recordation fee or government assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax, recordation fee or government assessment.  The Bankruptcy Court shall retain specific jurisdiction with respect to these matters.

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5.14 Preservation of Causes of Action

Except as otherwise expressly provided in the Plan or Confirmation Order, each and every Cause of Action, right of setoff and other legal and equitable defenses of any Debtor or any Estate are preserved for the benefit of the Reorganized Debtors (and with respect to Avoidance Actions, the Creditor Representative) and, along with the exclusive right to enforce such Cause of Action (other than Avoidance Actions, which the Creditor Representative shall have the exclusive right to enforce to the extent set forth in the Plan) and rights, shall vest exclusively in Reorganized Debtors (and with respect to Avoidance Actions, the Creditor Representative) as of the Effective Date; provided that nothing in this Article 5.14 shall limit the ability under the Bankruptcy Code of any party-in-interest to object to any Claim prior to the Claim Objection Bar Date unless otherwise ordered by the Bankruptcy Court.  Unless a Cause of Action is expressly waived, relinquished, released or compromised in the Plan or an order of the Bankruptcy Court, the Reorganized Debtors expressly reserve such Cause of Action for later adjudication and, accordingly, no doctrine of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise), laches or other preclusion doctrine shall apply to such Cause of Action as a consequence of the Confirmation, the Plan, the vesting of such Cause of Action (other than Avoidance Actions, which shall vest in the Creditor Representative on the Effective Date) in Reorganized Debtors, any order of the Bankruptcy Court or these Chapter 11 Cases.  No Person may rely on the absence of a specific reference in the Plan or the Disclosure Statement to any Cause of Action against them as an indication that the Debtors or the Reorganized Debtors, as applicable, will not pursue such Cause of Action against them.  The Debtors or Reorganized Debtors, as applicable, instead expressly reserve all rights to prosecute any and all Causes of Action against any Person, in accordance with the Plan, including without limitation, all Causes of Action against SEI-GPI JV LLC (“SEI-GPI”), Richard Degner, Bancolombia, and their respective Affiliates and insiders. Without limiting any the foregoing, the Reorganized Debtors shall retain the Retained Causes of Action described in the Plan Supplement.

Notwithstanding anything to the contrary herein, on the Effective Date of the Plan, all Avoidance Actions other than those released by the Plan shall be transferred to and vest in the Creditor Representative.  The Creditor Representative shall have standing and be free to settle, pursue or otherwise address the Avoidance Actions in its sole discretion; provided, however, that the Creditor Representative may use any such retained Avoidance Actions solely for the purpose of setoff or recoupment against a Claim that would otherwise be Allowed, and in no event may such Avoidance Action result in an affirmative recovery from any actual or potential defendant.  The Debtors and the Reorganized Debtors, as the case may be, expressly reserve, on behalf of the Creditor Representative, all of the Creditor Representative’s rights to prosecute any and all Avoidance Actions against any Holder of a Claim to the extent set forth in the Plan.

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Prior to the Effective Date, the Committee may investigate potential Avoidance Actions; provided, that the Committee will consult with the Ad Hoc Group and the Debtors on any and all matters relating to potential prosecution of Avoidance Actions and will not take any actions with regard to any such Avoidance Actions that are adverse to the restructuring provided for herein.

Prior to the Effective Date, the Committee may also investigate any potential SEI-GPI Cause of Action and consult with the Ad Hoc Group and the Debtors prior to taking any actions, including without limitation commencing any litigation or seeking derivative standing to commence litigation, with regard thereto.

5.15 Effectuating Documents and Further Transactions

The Debtors, the Reorganized Debtors or GGS Holdings as applicable, may take all actions to execute, deliver, file or record such contracts, instruments, releases and other agreements or documents, and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Plan, including the Distribution of the securities to be issued pursuant hereto in the name of, and on behalf of the Reorganized Debtors, without the need for any approvals, authorizations, actions or consents except for those expressly required pursuant hereto; provided that after the Confirmation Date (but prior to the Effective Date) the Debtors shall consult with and, to the extent required by the terms of the Backstop Conversion Commitment Agreement, seek the consent of the Requisite Investors on such actions subject to the terms of the Backstop Conversion Commitment Agreement.  The secretary and any assistant secretary of each Debtor shall be authorized to certify or attest to any of the foregoing actions.

Prior to, on or after the Effective Date (as appropriate), all matters provided for pursuant to the Plan that would otherwise require approval of the shareholders, directors or members of the Debtors shall be deemed to have been so approved and shall be in effect prior to, on or after the Effective Date (as appropriate), pursuant to applicable law, and without any requirement of further action by the shareholders, directors, managers or partners of the Debtors, or the need for any approvals, authorizations, actions or consents.

5.16 Reinstatement of Interests in Debtor Subsidiaries

Other than as described in Article 5.5 of this Plan, each Reorganized Debtor shall be deemed to have issued authorized new equity securities to the Reorganized Debtor that was that Debtor’s corporate parent prior to the Effective Date so that each Reorganized Debtor will retain its 100% ownership of its pre-Petition Date Debtor subsidiaries.  The Debtors may modify the foregoing at any time in their unfettered discretion with the consent of the Requisite Investors.

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5.17 Intercompany Account Settlement

The Debtors and Reorganized Debtors, and their respective subsidiaries, will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Debtors or Reorganized Debtors (as applicable) to satisfy their obligations under the Plan, subject to and in accordance with the Backstop Conversion Commitment Agreement.

5.18 Fees and Expenses of the Indenture Trustee

Reasonable and documented fees and expenses incurred by the Indenture Trustee during the pendency of the Chapter 11 Cases, solely in its capacity as such, shall, without duplication and after review and consent by the Requisite Investors and to the extent unpaid by the Debtors prior to the Effective Date, be Allowed Administrative Claims and paid by the Reorganized Debtors without further Bankruptcy Court approval upon the submission of reasonably detailed invoices (subject to redaction for any privilege) to the Reorganized Debtors, counsel to the Investors, counsel to the DIP Lenders, the U.S. Trustee and the Committee.

6.   CORPORATE GOVERNANCE AND MANAGEMENT

6.1 Organizational Documents

On or as of the Effective Date, the Reorganized GGS Organizational Documents shall prohibit the issuance of nonvoting equity securities only so long as, and to the extent that, the issuance of nonvoting equity securities is prohibited by the Bankruptcy Code.  The Amended and Restated Certificate of Formation will be filed prior to the Effective Date with the applicable authority in the jurisdiction of formation in accordance with the limited liability company laws of its jurisdiction of formation.  The Reorganized GGS Certificate of Incorporation will be filed on or as soon as reasonably practicable after the Effective Date with the applicable authority in the jurisdiction of incorporation in accordance with the corporate laws of its jurisdiction of incorporation.

6.2 Amended and Restated Limited Liability Company Agreement

The Amended and Restated Limited Liability Company Agreement is expected to contain provisions regarding the rights, powers, duties, obligations, preferences and privileges attributable to the New Common Units and membership in GGS Holdings, the governance of GGS Holdings and other related matters, which may include, without limitation, the following:

· Transfer Restrictions. The Amended and Restated Limited Liability Company Agreement may contain provisions restricting the transfer of New Common Units through, among other things, drag-along rights, tag-along rights and maximum number of registered holder restrictions.

· Preemptive Rights. The Amended and Restated Limited Liability Company Agreement may contain provisions regarding preemptive rights to participate in certain future issuances of equity securities by GGS Holdings.

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· Registration Rights. The Amended and Restated Limited Liability Company Agreement may contain provisions providing for registration rights, including short, long form and shelf demand registration rights and piggyback registration rights with respect to certain registered offerings, subject to customary cutback provisions.

· Board of Managers and Governance. The Amended and Restated Limited Liability Company Agreement may contain provisions establishing the governance and administrative structure of GGS Holdings, including without limitation, regarding the size and term of the New Board of Managers, designation rights, consent rights, indemnification rights and fiduciary duties.

· Information Rights.  The Amended and Restated Limited Liability Company Agreement may contain provisions regarding access to monthly, quarterly and annual financial and operating information.

· Amendment.  The Amended and Restated Limited Liability Company Agreement may contain provisionsregarding the process for amendments of such agreement.

· Other Terms:  The Amended and Restated Limited Liability Company Agreement is expected to contain additional terms which will be acceptable to the Debtors, the Requisite Investors and the Committee and memorialized in the Amended and Restated Limited Liability Company Agreement filed with the Plan Supplement (the form and substance of which will be consented to by the Requisite Investors and the Committee).

6.3 Indemnification Provisions in Organizational Documents

Notwithstanding any other provisions of the Plan, from and after the Effective Date, indemnification obligations owed by the Debtors or Reorganized Debtors to directors, officers or employees of the Debtors who served or were employed by a Debtor on or after the Petition Date, to the extent provided in the applicable articles or certificates of incorporation, bylaws or similar constituent documents, by statutory law or by written agreement, policies or procedures of such Debtor, will be deemed to be, and treated as though assumed pursuant to, the Plan (except to the extent that such obligations have been terminated by agreement). All such indemnification obligations shall survive confirmation of the Plan, remain unaffected thereby, and not be discharged, irrespective of whether indemnification, defense, reimbursement or limitation is owed in connection with an event occurring before, on or after the Petition Date.

Notwithstanding any other provisions of the Plan, from and after the Effective Date, indemnification obligations owed by the Debtors to directors, officers or employees of the Debtors who served or were employed by a Debtor prior to the Petition Date, but not on or after the Petition Date, to the extent provided in the applicable articles or certificates of incorporation, bylaws or similar constituent documents, by statutory law or by written agreement, policies or procedures of such Debtor, will not be deemed to be, and will not be treated as though assumed  pursuant to the Plan.  All such indemnification obligations shall be treated as Claims under this Plan and shall be discharged, irrespective of whether indemnification, defense, reimbursement or limitation is owed in connection with an event occurring before, on or after the Petition Date.   All such indemnification obligations are subject to the Plan, including Section 10 of the Plan.

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6.4 Directors and Officers of the Reorganized Debtors

The identity and affiliations of each individual proposed to serve as a director or officer of Reorganized GGS and GGS Holdings after the Effective Date, as well as the nature of any compensation of such individual who is an insider of a Debtor, will be disclosed in the Plan Supplement no later than the Confirmation Hearing.

The New Board of Managers of GGS Holdings and the New Board of Directors of Reorganized GGS shall each have five members, consisting of (a) the Chief Executive Officer of GGS, Mr. Richard White, (b) two members designated by Third Avenue Focused Credit Fund, and (c) two members (“Independent Managers” for GGS Holdings and “Independent Directors” for Reorganized GGS) designated by the Investors in consultation with the Committee.  The Investors shall consult with Mr. White and the Committee regarding the selection of the two Independent Managers and Independent Directors.

The officers of Reorganized GGS and GGS Holdings, subject to entry into New Management Agreements, will be as follows:   Mr. Richard White, Chief Executive Officer; Mr. Sean Gore, Chief Financial Officer; Mr. Tom Fleure, Senior Vice President of Geophysical Technology; Mr. Ross Peebles, Senior Vice President of North America and E&P Services; and Mr. James Brasher, Senior Vice President and General Counsel.

6.5 Powers of Officers

The officers of the Debtors or the Reorganized Debtors, as the case may be, shall have the power to enter into or execute any documents or agreements that they deem reasonable and appropriate to effectuate the terms of the Plan, subject to the consent of the Requisite Investors and consultation with the Committee.

7.   COMPENSATION AND BENEFITS PROGRAMS

7.1 New Compensation and Benefits Programs

On the Effective Date, Reorganized GGS (or GGS Holdings) shall enter into the New Management Agreements.

On the Effective Date, the applicable Reorganized Debtor will assume each of its employment agreements, as applicable, with Active Employees provided such employment agreement has not been or is not (a) rejected or terminated prior to the Effective Date; (b) listed in the Plan Supplement to be rejected or terminated as of the Effective Date; or (c) as of the Effective Date, the subject of a pending motion to reject or terminate.

GGS Holdings shall adopt (i) the New Emergence MIP on the Effective Date and (ii) the New Long Term MIP on or as soon as reasonably practicable after the Effective Date, under which, from time to time, equity or equity-based awards may be awarded to eligible members of management and employees of GGS Holdings and Reorganized GGS.

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New Emergence MIP.  The New Emergence MIP will be filed in the Plan Supplement, be in form and substance satisfactory to the Requisite Investors and the Debtors, in consultation with the Committee, and which will be consistent with the following terms:

· New MIP Common Units:  A pool of New Common Units, representing approximately 5.2% of the total New Common Units as of the Effective Date, issued for the benefit of New Emergence MIP on the Effective Date;

· Participants:  Mr. Richard White, Chief Executive Officer; Mr. Sean Gore, Chief Financial Officer; Mr. Tom Fleure, Senior Vice President of Geophysical Technology; Mr. Ross Peebles, Senior Vice President of North America and E&P Services; and Mr. James Brasher, Senior Vice President and General Counsel and potentially other members of management, as determined by the Board of Managers or a duly authorized committee thereof with the consent of the Requisite Investors.

· Vesting of Awards:   25% on the Effective Date and the remaining 75% in three equal annual installments of 25% on each of the first three anniversaries of the Effective Date provided that such participant is employed by GGS Holdings and/or Reorganized GGS on such vesting date(s).

· Form of Awards:

o 70% in the form of restricted units/deferred units

o 15% at-the-money nonqualified common unit options, with an exercise price no less than the per share “fair market value” as determined in accordance with Section 409A of the U.S. Internal Revenue Code of 1986, as amended and applicable published guidance thereunder (“Code Section 409A”)

o 15% premium nonqualified common unit options (with an exercise price calculated based on 125% of Restructuring Enterprise Value, but in no event having an exercise price less than the per share “fair market value” as determined under Code Section 409A)

· Allocation among Participants:  85% of the awards under the New Emergence MIP shall be allocated to the above-named participants.

· Other Terms:  Additional terms, including anti-dilution, liquidity mechanism and tag-along rights to be acceptable to the Debtors and the Requisite Investors in consultation with the Committee and memorialized in the plan documents filed with the Plan Supplement (the form and substance of which shall be consented to by the Requisite Investors in consultation with the Committee).

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New Long Term MIP.  On or as soon as practicable after the Effective Date, the Board of Managers of GGS Holdings or a duly authorized committee thereof will adopt the New Long Term MIP under which, from time to time, equity or equity-based awards may be awarded to eligible members of management of GGS Holdings and Reorganized GGS with respect to an amount of New Common Units to be determined by the Board of Managers of GGS Holdings or a duly authorized committee thereof.  The Board of Managers of GGS Holdings or a duly authorized committee thereof will determine the terms and conditions of the New Long Term MIP and awards thereunder in its sole discretion.

7.2 Compensation and Benefits Programs

On the Effective Date, with respect to the KEIP, the Company’s annual bonus plan, and all other Compensation and Benefits Programs, each Reorganized Debtor, as applicable, shall assume and continue to honor in accordance with their terms and applicable laws (including, as applicable, ERISA and the Internal Revenue Code) and perform the KEIP, the Company’s annual bonus plan and all other all Compensation and Benefits Programs, subject to any rights to terminate or modify such plans; provided, however, that (i) the Reorganized Debtors will reject, not assume and will not honor the Company’s Amended and Restated 2006 Incentive compensation Plan or any awards thereunder, and on the Effective Date, any awards of, or rights in respect of, restricted stock units, incentive stock options and performance units, or any Claims in respect of same, whether vested or not, will be treated as Equity Interests in Class 7 under the Plan, cancelled and shall be of no further force and effect, whether surrendered for cancellation or otherwise, and (ii) notwithstanding anything herein to the contrary, the implementation of the annual cash incentive plan (also referred to as the 2014 Bonus Plan or Yearly Bonus Plan, which is in the approximate amount of $4.5 million - $5.7 million), shall be determined (with regard to amount and whether performance criteria have been reached) and paid in the sole discretion of the Board of GGS Holdings, regardless of whether the Debtors emerge from Chapter 11 prior to December 31, 2014 or after.

The Debtors’ or Reorganized Debtors’ performance under any employment agreement will not entitle any person to any benefit or alleged entitlement under any contract, agreement, policy, program or plan that has expired or been terminated on or before the Effective Date, or restore, reinstate or revive any such benefit or alleged entitlement under any such contract, agreement, policy program or plan, and any assumed Compensation and Benefits Programs shall be subject to modification in accordance with their terms.  Nothing herein shall limit, diminish or otherwise alter the Debtors’ or the Reorganized Debtors’ defenses, claims, Causes of Action or other rights with respect to any such contracts, agreements, policies, programs and plans, including the Reorganized Debtors’ rights to modify unvested benefits pursuant to their terms, nor shall confirmation of the Plan and/or consummation of any restructuring transactions constitute a change in control or change in ownership under any such contracts, agreements, policies, programs and plans.

7.3 Workers’ Compensation Program

On the Effective Date, except as set forth in the Plan or Disclosure Statement, the applicable Reorganized Debtor shall assume and continue to honor the Debtors’ obligations under (a) all applicable workers’ compensation laws in states in which the Reorganized Debtors operate and (b) the Debtors’ written policies, programs, and plans for workers’ compensation and workers’ compensation insurance; provided that nothing in the Plan shall limit, diminish, or otherwise alter the Debtors’ or Reorganized Debtors’ defenses, Causes of Action, or other rights under applicable non-bankruptcy law with respect to any such policies, programs and plans; provided, further, that nothing herein shall be deemed to impose any obligations on the Debtors or the Reorganized Debtors in addition to what is provided for under applicable state law.

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8.   TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

8.1 Rejection of Executory Contracts and Unexpired Leases

Except as otherwise provided herein, all Executory Contracts and Unexpired Leases will be rejected by the Plan on the Effective Date pursuant to sections 365 and 1123 of the Bankruptcy Code, other than (a) Executory Contracts or Unexpired Leases previously assumed or rejected pursuant to an order of the Bankruptcy Court, (b) Executory Contracts or Unexpired Leases that are the subject of a motion to assume that is pending on the Effective Date and (c) the Specified Contracts that GGS elects to assume pursuant to the Plan, which may be amended at any time prior to the Confirmation Hearing.  Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of the rejection of such Executory Contracts and Unexpired Leases pursuant to sections 365 and 1123 of the Bankruptcy Code.

Except as may be provided by further order of the Bankruptcy Court, which Order may be the Confirmation Order, (a) no provision in the Plan or the Confirmation Order shall impair, affect, or discharge the rights or obligations of any party (other than SEI-GPI in the event the SEI-GPI Agreement is rejected) under any geophysical data use license (along with any related data orders or supplemental agreements) under which any of the Debtors is a licensor, and (b) all such licenses (along with any related data orders or supplemental agreements) are assumed by the Debtors pursuant to the Plan, if and to the extent such licenses are executory contracts.

8.2 Claims Against the Debtors Upon Rejection

No Executory Contract or Unexpired Lease rejected by the Debtors on or prior to the Effective Date shall create any obligation or liability of the Debtors or the Reorganized Debtors that is not a Claim.  Any Claim arising from or relating to the rejection of an Executory Contract or Unexpired Lease pursuant to the Plan must be filed with the Bankruptcy Court within 30 days after the Effective Date, unless rejected at a later date as a result of a disputed assumption, assignment or cure amount as set forth in Article 8.5 herein.  Any Claim arising from or relating to the rejection of an Executory Contract or Unexpired Lease that is not filed with the Bankruptcy Court within such time will be automatically disallowed, forever barred from assertion, and shall not be enforceable against the Debtors, the Reorganized Debtors or any of their property.  Any Allowed Claim arising from the rejection of an Executory Contract or Unexpired Lease shall be classified as a Class 5 Trade Claim, and shall be treated in accordance with Article 4.4.

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8.3 Cure and Assumption of Specified Contracts

Any counterparty to a Specified Contract that fails to object timely to the proposed assumption of such Specified Contract or the related cure amount will be deemed to have consented to the assumption and cure on the terms provided in the notice, and entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of assumption and amount required to cure a default (if any) under such Specified Contract and/or a determination of the cure amount, as applicable, pursuant to sections 365 and 1123 of the Bankruptcy Code.  Any payment required to cure a default under a Specified Contract shall be paid in Cash promptly after the Effective Date or, if there is a dispute regarding the assumption or cure of such Specified Contract, the entry of a Final Order or orders resolving such dispute.

8.4 Effect of Assumption

Assumption of any agreement, Executory Contract or Unexpired Lease pursuant to the Plan or otherwise, shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, and the deemed waiver of any termination right or remedial provision arising under any such agreement, Executory Contract or Unexpired Lease at any time prior to the effective date of its assumption, or as a result of such assumption, the transactions contemplated by the Plan or any changes in control or ownership of any Debtors during the Chapter 11 Cases or as a result of the implementation of the Plan.   For the avoidance of doubt, any clause or provision of any agreement between the Debtor and any other party (including any holder of a Claim or Interest under the Plan) that purports to modify the rights of such other party based on the Plan, events relating to the Chapter 11 Cases, or any of the transactions contemplated by the Plan shall be ineffective, including without limitation that certain Service Mark Agreement, dated January 10, 2006, by and between GGS and Richard Degner.   Notwithstanding the foregoing, with respect to Executory Contracts with customers of the Debtors that are assumed pursuant to the Plan, the Reorganized Debtors shall remain obligated to honor any obligations set forth in such contracts to provide rebates or discounts, to the extent such rebates or discounts accrued but are not yet due under the terms of such contracts, in the ordinary course of business.  Any Proofs of Claim filed with respect to an Executory Contract or Unexpired Lease that has been assumed shall be deemed disallowed and expunged without further notice to, or action, order or approval of, the Bankruptcy Court, except in the event that the applicable Debtor and the counterparty to an Executory Contract or Unexpired Lease have separately agreed to a waiver or reduction of obligations that would otherwise constitute cure obligations, subject to the counterparties’ explicit retention of their rights to assert any such amounts as Unsecured Claims and the Committee’s and/or Creditor Representative’s right to object to such asserted Unsecured Claims.

Each Executory Contract and Unexpired Lease assumed pursuant to this Article 8 or any order of the Bankruptcy Court, which has not been assigned to a third party on or prior to the Effective Date, shall vest in, and be fully enforceable by, the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court.

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8.5 Assumption or Rejection of Disputed Contracts

Except as otherwise provided by order of the Bankruptcy Court, if there is a dispute as of the Effective Date regarding any of the terms or conditions for the assumption, assignment or cure of an Executory Contract or Unexpired Lease (whether or not a Specified Contract) proposed by the Debtors (with the consent of the Requisite Investors) to be assumed by the Reorganized Debtors or assumed and assigned to any other Person, the Reorganized Debtors shall have until 30 days after entry of a Final Order resolving such dispute to determine whether to (a) proceed with assumption (or assumption and assignment, as applicable) in a manner consistent with such Final Order or (b) reject the Executory Contract or Unexpired Lease.  If the Reorganized Debtors elect to reject the applicable Executory Contract or Unexpired Lease, the Reorganized Debtors shall send written notice of rejection to the applicable counterparty within such 30-day period and the counterparty may file a Proof of Claim arising out of rejection within 30 days after receipt of notice of rejection, the Allowed amount of which shall be treated as a Class 5 Trade Claim.

8.6 Modification, Amendments, Supplements, Restatements or Other Agreements

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is assumed or rejected shall include all modifications, amendments, supplements, restatements or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and all Executory Contracts and Unexpired Leases related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal and any other interests, unless any of the foregoing agreements have been previously rejected or repudiated or are rejected or repudiated under the Plan.

Modifications, amendments, supplements and restatements to Prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the Prepetition nature of such Executory Contract or Unexpired Leases or the validity, priority or amount of any Claims that may arise in connection therewith.

8.7 Reservation of Rights

Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease as a Specified Contract, nor anything contained in the Plan, shall constitute an admission by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease, or that any Reorganized Debtor has any liability thereunder.

8.8 Contracts and Leases Entered Into After the Petition Date

Each Reorganized Debtor will perform its obligations under each contract and lease entered into by such Reorganized Debtor after the Petition Date, including any Executory Contract and Unexpired Lease assumed by such Reorganized Debtor, in each case, in accordance with and subject to the then applicable terms.  Accordingly, such contracts and leases (including any assumed Executory Contracts or Unexpired Leases) will survive and remain unaffected by entry of the Confirmation Order and all of the Debtors’ or Reorganized Debtors’ rights, claims, defenses and privileges under such contracts and leases are expressly reserved.

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8.9 Directors and Officers Insurance Policies and Agreements

To the extent that the D&O Liability Insurance Policies issued to, or entered into by, the Debtors prior to the Petition Date constitute executory contracts, notwithstanding anything in the Plan to the contrary, the Reorganized Debtors shall be deemed to have assumed all of the Debtors’ D&O Liability Insurance Policies effective as of the Effective Date.  Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval of the Reorganized Debtors’ foregoing assumption of each of the D&O Liability Insurance Policies.  Notwithstanding anything to the contrary contained in the Plan, confirmation of the Plan shall not discharge, impair or otherwise modify any advancement, indemnity or other obligations of the insurers under any of the D&O Liability Insurance Policies.

In addition, after the Effective Date, none of the Reorganized Debtors shall terminate or otherwise reduce the coverage under any of the D&O Liability Insurance Policies with respect to conduct occurring prior to the Effective Date.

8.10 Indemnification and Reimbursement Obligations

On and from the Effective Date, except as prohibited by applicable law and subject to the limitations set forth herein, the Reorganized Debtors shall assume all (i) contractual indemnification obligations set forth in the Plan Supplement and the Backstop Conversion Commitment Agreement and (ii) for Indemnified Parties, indemnification and advancement obligations currently in place in the Debtors’ bylaws, certificates of incorporation (or other formation documents), board resolutions, and in Compensation and Benefits Programs or other agreements, provided that, with respect to those individuals who were insured Persons under the D&O Liability Insurance Policies (including directors or officers of any of the Debtors at any time) prior to the Effective Date, but who, as of the Effective Date, no longer serve in the capacity pursuant to which such Persons became insured Persons under the D&O Liability Insurance Policies, the Debtors’ obligation to make advancements to and indemnify such Persons shall be limited to the extent of available coverage under their D&O Liability Insurance Policies (and payable from the proceeds of such D&O Liability Insurance Policies).

9.   PROVISIONS  GOVERNING  DISTRIBUTIONS

9.1 Initial Distributions

On the Initial Distribution Date, the Distribution Agent shall make Distributions under and subject to the terms of the Plan on account of each Claim that is Allowed on or prior to the Effective Date.

9.2 Subsequent Distributions

9.2.1 Subsequent Distribution Dates.  Reorganized GGS or the Creditor Representative, as applicable, shall have the discretion to identify periodic dates after the Initial Distribution Date to be Subsequent Distribution Dates for purposes of making additional Distributions under the Plan, should such additional distribution dates become warranted or beneficial to Reorganized GGS or the Creditor Representative, as applicable.  Each Subsequent Distribution Date shall be a Business Day and the period between any Subsequent Distribution Date and the prior Distribution Date shall not exceed 180 days.

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9.2.2 Distributions on Disputed Claims.  The Distribution Agent shall make Distributions with respect to a Claim that becomes an Allowed Claim after the Effective Date on the first Subsequent Distribution Date after such Claim is Allowed.  Unless Reorganized GGS or the Creditor Representative, as applicable, otherwise agrees, no partial Distributions shall be made with respect to a Disputed Claim until all disputes in connection with such Disputed Claim have been resolved by Final Order of the Bankruptcy Court.

9.3 Record Date and Delivery of Distributions

9.3.1 Record Date for Distributions.  On the Distributions Record Date, the Claims Register shall be closed and the Distribution Agent shall be authorized and entitled to recognize only those Holders of Claims listed on the Claims Register as of the close of business on the Distributions Record Date.  If a Claim, other than one based on a publicly traded security, is transferred 20 or fewer days before the Distributions Record Date, the Distribution Agent shall make distributions to the transferee only to the extent practical, and in any event, only if the relevant transfer form contains an unconditional and explicit certification and waiver of any objection to the transfer by the transferor.

9.3.2 Delivery of Distributions in General. Except as otherwise provided herein, the Distribution Agent shall make all Distributions required under the Plan to Holders of Allowed Claims, except that distributions to Holders of Allowed Claims governed by a separate agreement and administered by a Servicer shall be deposited with the appropriate Servicer, at which time such distributions shall be deemed complete, and the Servicer shall deliver such distributions in accordance with the Plan and the terms of the governing agreement.  Except as otherwise provided herein, and notwithstanding any authority to the contrary, Distributions to Holders of Allowed Claims shall be made to Holders of record as of the Distributions Record Date by the Distribution Agent or a Servicer as appropriate: (a) to the signatory set forth on any of the Proofs of Claim filed by such Holder or other representative identified therein (or at the last known addresses of such Holder if no Proof of Claim is filed or if the Debtors, the Reorganized Debtors, the Creditor Representative or the Distribution Agent have been notified in writing of a change of address); (b) at the addresses set forth in any written notices of change of address delivered to the Notice and Claims Agent; or (c) at the addresses reflected in the Schedules if no Proof of Claim has been filed and the Notice and Claims Agent has not received a written notice of a change of address.  The Debtors, the Reorganized Debtors, the Distribution Agent, the Creditor Representative, and the Notice and Claims Agent shall not incur any liability whatsoever on account of the delivery of any Distributions under the Plan.

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9.3.3 Foreign Currency Exchange Rate.  Except as otherwise provided herein, an order of the Bankruptcy Court, or as agreed to by the Holder and the Debtors or the Reorganized Debtors or the Creditor Representative, as applicable, any Claim asserted in a currency other than U.S. dollars shall be automatically deemed converted to the equivalent U.S. dollars at the then-applicable exchange rate.

9.4 Distribution Agents

The Debtors and the Reorganized Debtors or the Creditor Representative, as applicable, shall have the authority, in their sole discretion, to enter into agreements with one or more Distribution Agents to facilitate the Distributions required hereunder.

The Debtors or the Reorganized Debtors, as applicable, shall pay to the Distribution Agents all of their reasonable and documented fees and expenses without the need for any approvals, authorizations, actions or consents of the Bankruptcy Court or otherwise; provided, that the fees of any Distribution Agents selected by the Creditor Representative shall be paid by the Reorganized Debtors as provided for in the Creditor Representative Budget.  The Distribution Agents shall submit detailed invoices to the Debtors or the Reorganized Debtors or, if applicable, the Creditor Representative, for all fees and expenses for which the Distribution Agents seek reimbursement and the Debtors (with the consent of the Requisite Investors) or the Reorganized Debtors, as applicable, shall pay those amounts that they, in their sole discretion (or in the case of the Distribution Agents selected by the Creditor Representative in the discretion of the Creditor Representative but subject to the Creditor Representative Budget), deem reasonable, and shall object in writing to those fees and expenses, if any, that the Debtors or the Reorganized Debtors or the Creditor Representative, as applicable, deem to be unreasonable.  In the event that the Debtors or the Reorganized Debtors or the Creditor Representative, as applicable, object to all or any portion of the amounts requested to be reimbursed in a Distribution Agent’s invoice, the Debtors or the Reorganized Debtors or the Creditor Representative, as applicable, and such Distribution Agent shall endeavor, in good faith, to reach mutual agreement on the amount of the appropriate payment of such disputed fees and/or expenses.  In the event that the Debtors or the Reorganized Debtors or the Creditor Representative, as applicable, and a Distribution Agent are unable to resolve any differences regarding disputed fees or expenses, either party to such dispute shall be authorized to move to have such dispute heard by the Bankruptcy Court.

9.5 Delivery of Distributions to DIP Loan Claims

For purposes of Distributions of Cash hereunder, the DIP Loan Agent shall be deemed to be the Holder of all DIP Loan Claims, and all Distributions of Cash on account of the DIP Loan Claims shall be made to the DIP Loan Agent.  As soon as practicable following compliance with the other requirements set forth in this Article 9, the DIP Loan Agent shall arrange to deliver or direct the delivery of such Distributions to the applicable holders of Allowed DIP Loan Claims.

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9.6 Fractional and De Minimis Distributions

Notwithstanding anything herein to the contrary, the Reorganized Debtors, the Creditor Representative and the Distribution Agent shall not be required to make Distributions or payments of less than $50.00, or such other amount as the Reorganized Debtors and the Requisite Investors or the Creditor Representative, as applicable, reasonably agree, which amount shall be set forth in the Plan Supplement (whether Cash or otherwise) and shall not be required to make partial Distributions or Distributions of fractional New Common Units.  Whenever any payment or Distribution of a fractional New Common Units under the Plan would otherwise be called for, the actual payment or Distribution will reflect a rounding of such fraction to the nearest number of New Common Units (up or down), with half shares of New Common Units or less being rounded down.

In addition, the Distribution Agent may, but shall not have any obligation to, make a Distribution on account of an Allowed Claim on a Subsequent Distribution Date if the aggregate amount of all Distributions authorized to be made on such date has an economic value less than $250,000, unless such Subsequent Distribution Date would be the final Distribution Date.

9.7 Undeliverable Distributions

In the event that any Distribution to any Holder is returned as undeliverable, or no address for such Holder is found in the Debtors’ records, no further Distribution to such Holder shall be made unless and until the Reorganized Debtors or the Creditor Representative, as applicable, or the Distribution Agent is notified in writing of the then-current address of such Holder, at which time such Distribution shall be made to such Holder on the first Distribution Date that is not less than 30 days thereafter.

Undeliverable Distributions shall remain in the possession of the Reorganized Debtors or the Creditor Representative, as applicable, and the Distribution Agent until such time as such Distribution becomes deliverable or such Distribution reverts to the Reorganized Debtors or the Creditor Representative for further Distribution to the Holders of Allowed Trade Claims or is cancelled pursuant to Article 9.9 herein, and shall not be supplemented with any interest, dividends, or other accruals of any kind.

9.8 Reversion

Any Distribution under the Plan that is an Unclaimed Distribution for a period of six months thereafter shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code, and such Unclaimed Distribution shall revest in the Reorganized Debtors or in the case of Unclaimed Distributions to Holders of Trade Claims, the Creditor Representative for the benefit of the Holders of Allowed Trade Claims, and, to the extent such Unclaimed Distribution is New Common Units, such Unclaimed Distribution shall be deemed cancelled.  Upon such revesting or cancellation, the Claim of any Holder or its successors and assigns with respect to such property shall be cancelled, discharged and forever barred notwithstanding any applicable federal or state escheat, abandoned or unclaimed property laws to the contrary.  The provisions of the Plan regarding undeliverable Distributions and Unclaimed Distributions shall apply with equal force to Distributions that are issued by the Debtors, the Reorganized Debtors, the Creditor Representative or the Distribution Agent made pursuant to any indenture or Certificate, notwithstanding any provision in such indenture or Certificate to the contrary and notwithstanding any otherwise applicable federal or state escheat, abandoned or unclaimed property law.

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Nothing contained herein shall require the Reorganized Debtors or the Creditor Representative to attempt to locate any Holder of an Allowed Claim whose Distribution is declared an undeliverable or Unclaimed Distribution.

9.9 Surrender of Cancelled Instruments or Securities

Except as otherwise provided in the Plan, on the Effective Date, or as soon as reasonably practicable thereafter, each holder of a Certificate shall be deemed to have surrendered such Certificate to the Distribution Agent or a Servicer (to the extent the relevant Claim is administered by a Servicer).  Such Certificate shall be cancelled solely as to the Debtors and the Indentures shall remain in effect and govern the rights and obligations of the Indenture Trustee and the beneficial holders of notes issued under such indentures.  Subject to the foregoing sentence, regardless of any actual surrender of a Certificate, the deemed surrender shall have the same effect as if its Holder had actually surrendered such Certificate (including the discharge of such Holder’s Claim or Equity Interest pursuant to the Plan), and such Holder shall be deemed to have relinquished all rights, Claims and Equity Interests with respect to such Certificate. Notwithstanding the foregoing paragraph, this Article shall not apply to any Claims Reinstated pursuant to the terms of the Plan.

9.10 Compliance with Tax Requirements and Allocations to Principal and Interest

In connection with the Plan, to the extent applicable, the Reorganized Debtors, the Creditor Representative and the Distribution Agent shall comply with all tax withholding and reporting requirements imposed on them by any tax law, and all Distributions pursuant hereto shall be subject to such withholding and reporting requirements.  Notwithstanding any provision in the Plan to the contrary, the Reorganized Debtors, the Creditor Representative and the Distribution Agent shall be authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements, including withholding in kind (including withholding New Common Units), liquidating a portion of the Distributions to be made under the Plan to generate sufficient funds to pay applicable withholding taxes, withholding Distributions pending receipt of information necessary to facilitate such Distributions or establishing any other mechanisms they believe are reasonable and appropriate.  For purposes of the Plan, any withheld amount (or property) shall be treated as if paid to the applicable claimant.  The Reorganized Debtors and the Creditor Representative, as applicable, reserve the right to allocate all Distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support and other spousal awards, liens and encumbrances.  Distributions in full or partial satisfaction of Allowed Claims shall be allocated first to trust fund-type taxes, then to other taxes and then to the principal amount of Allowed Claims, with any excess allocated to unpaid interest that has accrued on such Claims.  Notwithstanding anything in this section to the contrary, nothing in the Plan shall alter the treatment of tax withholding and reporting requirements contemplated by the Backstop Conversion Commitment Agreement with respect to the transactions contemplated thereby.

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9.11 Setoffs

Except as otherwise provided herein, a Final Order of the Bankruptcy Court, or as agreed to by the Holder and the Debtors (with the consent of the Requisite Investors) or the Reorganized Debtors or the Creditor Representative, as applicable, each Reorganized Debtor or the Creditor Representative, as applicable, pursuant to the Bankruptcy Code (including section 553 thereof), applicable non-bankruptcy law, or such terms as may be agreed to by the Holder and the Debtors (with the consent of the Requisite Investors) or the Reorganized Debtors or the Creditor Representative, as applicable, may, without any further notice to, or action, order or approval of the Bankruptcy Court, set off against any Allowed Claim and the Distributions to be made on account of such Allowed Claim (before any Distribution is made on account of such Allowed Claim), any claims, rights and Causes of Action of any nature that such Debtor or Reorganized Debtor or the Creditor Representative, as applicable, may hold against the Holder of such Allowed Claim, to the extent such claims, rights or Causes of Action against such Holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided that neither the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such Debtor or Reorganized Debtor or the Creditor Representative of any such Claims, rights, and Causes of Action that such Debtor or Reorganized Debtor or the Creditor Representative may possess against such Holder.  In no event shall any Holder of a Claim be entitled to set off any Claim against any Claim, right, or Cause of Action of a Debtor or a Reorganized Debtor, as applicable, unless such Holder has filed a Proof of Claim in the Chapter 11 Cases by the applicable Claims Bar Date preserving such setoff and a Final Order of the Bankruptcy Court has been entered, authorizing and approving such setoff.

9.12 No Postpetition Interest on Claims

Unless otherwise specifically provided for in the Plan or the Confirmation Order post-petition interest shall not accrue or be paid on any Claim, and no Holder of a Claim against the Debtors shall be entitled to interest accruing on, or after the Petition Date, on any such Claim.  For the avoidance of doubt, interest shall not accrue or be paid on any Disputed Claim with respect to the period from the Effective Date to the date an initial or final Distribution is made on account of such Disputed Claim, if and when such Disputed Claim becomes an Allowed Claim.

9.13 No Payment Over the Full Amount

In no event shall a Holder of a Claim receive more than the full payment of such Claim in Cash.  To the extent any Holder has received payment in full in Cash with respect to a Claim, such excess Claim shall be disallowed and expunged without an objection to such Claim having been filed and without any further notice to or action, order, or approval of the Bankruptcy Court.

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9.14 Claims Paid or Payable by Third Parties

9.14.1 Claims Paid by Third Parties.  If the Debtors or the Creditor Representative become aware of the payment by a third party which causes the Holder of an Allowed Claim to receive more than payment in full in Cash, the Debtors or the Reorganized Debtors or the Creditor Representative, as applicable, shall send a notice of wrongful payment to the applicable Holder requesting return of any excess payments and advising the recipient of the provisions of the Plan requiring turnover of excess funds.  The failure of such Holder to timely repay or return such Distribution shall result in the Holder owing the applicable Reorganized Debtor annualized interest at the Federal Judgment Rate on such amount owed for each Business Day after the two-week grace period until the amount is repaid.

9.14.2 Claims Payable by Third Parties.  To the extent that one or more of the Debtors’ insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by a court of competent jurisdiction), then immediately upon such insurers’ agreement, such Claim shall be disallowed and expunged without an objection to such Claim having to be filed and without any further notice to or action, order, or approval of the Bankruptcy Court.

10.   PROCEDURES FOR RESOLVING  CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS

10.1 Objections to Claims

Any objections to Claims (other than Administrative Claims) shall be filed on or before the Claims Objection Bar Date.

After the delivery by the Committee of the Committee Support Letter and prior to the Effective Date, the Committee shall obtain the consent of the Debtors prior to compromising, settling, allowing, or objecting to any Trade Claims.  On or after the Effective Date, and subject to Articles 5.4 and 5.14 hereof, the Creditor Representative shall assume sole responsibility for objecting to, settling and otherwise managing the reconciliation of Trade Claims, and the Creditor Representative may, in its sole discretion, object to, settle, allow or otherwise resolve Trade Claims.  The Committee and the Creditor Representative shall be provided all information reasonably requested by it in connection with fulfilling its responsibilities with respect to Trade Claims.  For the avoidance of doubt, on or after the Effective Date, all procedures set forth herein with regard to the reconciliation of Claims shall apply to the Creditor Representative with regard to the reconciliation of Trade Claims.

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10.2 Estimation of Claims

Before or after the Effective Date, the Debtors (with the consent of the Investors) or the Reorganized Debtors, as applicable, may (but are not required to) at any time request that the Bankruptcy Court estimate any Disputed Claim that is contingent or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party previously has objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim, including during the litigation of any objection to any Claim or during the appeal relating to such objection.  Notwithstanding any provision otherwise in the Plan, a Claim that has been expunged from the Claims Register, but that either is subject to appeal or has not yet been the subject of a Final Order, shall be deemed to be estimated at zero dollars unless otherwise ordered by the Bankruptcy Court.  In the event that the Bankruptcy Court estimates any contingent or unliquidated Claim, that estimated amount shall constitute a maximum limitation on such Claim for all purposes under the Plan (including, but not limited to, for purposes of Distributions).

Claims may be estimated and subsequently compromised, settled, withdrawn or resolved by any mechanism approved by the Bankruptcy Court or under the Plan. Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any Holder of a Claim that has been estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such estimation of such Claim unless the Holder of such Claim has filed a motion with the Bankruptcy Court requesting the right to seek such reconsideration on or before 20 calendar days after the date such Claim is estimated by the Bankruptcy Court.

10.3 Expungement and Disallowance of Claims

10.3.1 Paid, Satisfied, Amended, Duplicate or Superseded Claims.  Any Claim that has been paid, satisfied, amended, duplicated (by virtue of the substantive consolidation provided for under this Plan, or otherwise) or superseded, may be adjusted or expunged on the Claims Register by the Reorganized Debtors (or the Creditor Representative as to Trade Claims) on or after 14 calendar days after the date on which notice of such adjustment or expungement has been filed with the Bankruptcy Court, without an objection to such Claim having to be filed, and without any further action, order or approval of the Bankruptcy Court.

10.3.2 Claims by Persons From Which Property Is Recoverable.  Unless otherwise agreed to by the Reorganized Debtors (or in the case of Trade Claims, the Creditor Representative) or ordered by the Bankruptcy Court, any Claims held by any Person or Entity from which property is recoverable under sections 542, 543, 550 or 553 of the Bankruptcy Code, or that is a transferee of a transfer avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549 or 724(a) of the Bankruptcy Code, shall be deemed disallowed pursuant to section 502(d) of the Bankruptcy Code, and any Holder of such Claim may not receive any Distributions on account of such Claim until such time as such Cause of Action against that Person or Entity has been resolved.

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10.3.3 Indemnification Claims.  All Claims filed on account of an indemnification obligation to a director, officer or employee shall be deemed satisfied and expunged from the Claims Register as of the Effective Date, to the extent such indemnification obligation is assumed (or honored or reaffirmed, as the case may be) pursuant to the Plan, without any further notice to or action, order or approval of the Bankruptcy Court.

10.3.4 Untimely Claims.  Any Claim that was required to be filed by the Claims Bar Date, but was not timely filed, shall not be Allowed, shall be deemed disallowed, and shall be forever barred, estopped and enjoined from asserting such Claim against the Debtors, the Reorganized Debtors, the Creditor Representative or their respective property, and such Claim shall be deemed discharged as of the Effective Date, unless otherwise ordered by a Final Order of the Bankruptcy Court.

10.4 Amendments to Proofs of Claim

On or after the Effective Date, a Proof of Claim may not be amended (other than solely to update or correct the name or address of the Holder of such Claim) without the prior authorization of the Bankruptcy Court or the Reorganized Debtors or the Creditor Representative, as applicable, and any such amended Proof of Claim filed without such prior authorization shall be deemed disallowed in full and expunged without any further notice to or action, order or approval of the Bankruptcy Court.

10.5 No Distributions Pending Allowance

If an objection to a Claim or a portion thereof is filed as set forth in Article 10 herein or the Claim otherwise remains a Disputed Claim, except as otherwise provided in a Final Order of the Bankruptcy Court, no payment or Distribution provided under the Plan shall be made on account of such Claim or portion thereof, as applicable, unless and until such Disputed Claim becomes an Allowed Claim.

10.6 Distributions After Allowance

To the extent that a Disputed Claim ultimately becomes an Allowed Claim, Distributions (if any) shall be made to the Holder of such Allowed Claim in accordance with the applicable provisions of the Plan.

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10.7 Administration Responsibilities

Except as otherwise specifically provided in the Plan, after the Effective Date the Reorganized Debtors (and, with respect to Trade Claims, the Creditor Representative) shall have the sole authority to (a) file, withdraw or litigate to judgment objections to Claims, (b) settle or compromise any Disputed Claim without any further notice to or action, order or approval of the Bankruptcy Court, and (c) administer and adjust, or cause to be administered and adjusted, the Claims Register to reflect any such settlements or compromises without any further notice to or action, order or approval of the Bankruptcy Court; provided that nothing in this Article 10.7 shall limit the ability under the Bankruptcy Code of any party-in-interest to object to any Claim prior to the Claim Objection Bar Date unless otherwise ordered by the Bankruptcy Court.  Notwithstanding anything to the contrary herein and for the avoidance of doubt, the Creditor Representative shall have sole authority after the Effective Date to undertake the actions described in (a) – (c) above with respect to Trade Claims, but solely to the extent that such actions do not conflict with Articles 5.4 and 5.14 hereof.

10.8 Claims Reserve

On the Effective Date, $3 million (less the amount Distributed to holders of Trade Claims as of the Effective Date) shall be placed in the Escrow Account.  The Creditor Representative will administer such funds in accordance with this Plan and the Creditor Representative Agreement.

The Escrow Account is intended to be treated as a “disputed ownership fund” within the meaning of Treasury regulation section 1.468B-9(b)(1) and hence as a taxable entity for U.S. federal income tax purposes.  The Creditor Representative will be the “administrator” of the Escrow Account pursuant to Treasury regulation section 1.468B-9(b)(2).  The Creditor Representative shall (i) timely file such income tax returns and other tax returns and statements required to be filed by the Escrow Account; (ii) timely pay all taxes required to be paid by the Escrow Account, or imposed on the Escrow Account, using assets of the Escrow Account; (iii) satisfy all requirements necessary to qualify and maintain the qualification of the Escrow Account as a disputed ownership fund within the meaning of the Treasury regulations; (iv) take no action that could cause the Escrow Account to fail to qualify as a disputed ownership fund within the meaning of Treasury regulations; (v) take no action that could cause the Escrow Account to be treated as a grantor trust for tax purposes; and (vi) comply with all tax reporting and withholding requirements.

11.   CONDITIONS PRECEDENT TO EFFECTIVENESS OF THE PLAN

11.1 Conditions Precedent to the Effective Date

It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article 11 hereof.

(a)   Confirmation Order.  The Confirmation Order shall have been entered in a form and substance reasonably satisfactory to Debtors, the Requisite Investors, and the Committee.

(b)   No Stay of Confirmation.   There shall not be in force any order, decree or ruling of any court or governmental body having jurisdiction, restraining, enjoining or staying the consummation of, or rendering illegal the transactions contemplated by, this Plan.

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(c)   Backstop Commitment.  The Backstop Conversion Commitment Agreement shall be in full force and effect, the conditions contained in Article VIII therein either satisfied or waived in accordance with the terms therewith, and the transactions contemplated thereunder shall have been consummated and there shall not be a stay or injunction in effect with respect thereto.

(d)   Plan Term Sheet.  Each of the following conditions referred to as the “Certain Closing and Other Conditions to the Restructuring” that are set forth in the Plan Term Sheet shall have occurred or been waived by the Requisite Investors and, where applicable, the Committee:

(i)   The definitive documentation relating to the restructuring (including, for the avoidance of doubt, the terms and conditions of any Exit Credit Facility) shall be agreed to by the Debtors, the Ad Hoc Group and the Committee solely as required by the Plan.

(ii)   Subject to the Professional Fee Caps, all of the Ad Hoc Group’s professional fees and out-of-pocket expenses incurred in connection with the restructuring or any other matter in connection thereto, including, without limitation, those fees and expenses incurred during the Debtors’ chapter 11 cases, shall have been paid by the Debtors as a condition to the Effective Date.

(iii)   The Debtors shall have provided the Ad Hoc Group (and its advisors) with full and complete access to the Debtors and their management, including without limitation, access to all  non-privileged pertinent information, memoranda, and documents reasonably requested by the advisors to the Ad Hoc Group in connection with (1) any investigation conducted by the SEC or other governmental or regulatory agency or (2) any matter relating to the restatement of the Debtors’ pre-petition financial statements (and the Debtors shall use reasonable efforts to work with the Ad Hoc Group’s counsel to provide information subject to any common interest agreements or privilege between them).

(iv)   The restructuring transactions shall be structured in the most tax efficient manner as determined by the Ad Hoc Group in consultation with the Committee, and all accounting treatment and other tax matters shall be resolved to the satisfaction of the Ad Hoc Group in consultation with the Committee.

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(v)   All requisite governmental authorities and third parties shall have approved or consented to the restructuring, to the extent required, and all applicable appeal periods shall have expired.

(vi)   The Debtors shall have publicly filed a document “cleansing” all of the members of the Ad Hoc Group of any and all material non-public information shared with the members of the Ad Hoc Group prior to the filing of the Plan at the time of filing of the Disclosure Statement, and such document shall be in form and substance satisfactory to the Ad Hoc Group and its advisors.  The Debtors shall also have publicly filed a document “cleansing” all of the members of the Ad Hoc Group of any and all material non-public information shared with the members of the Ad Hoc Group prior to the Effective Date, and such document shall be in form and substance satisfactory to the Ad Hoc Group and their advisors.

(vii)   (A) The Requisite Investors shall be reasonably satisfied that following the consummation of the transactions contemplated by the Plan and the Backstop Conversion Commitment Agreement, (x) New Common Units and (y) the New Warrants, will each not be “held of record” within the meaning of Rule 12g5-1 under the Exchange Act by 300 or more Persons (whether such New Common Units or New Warrants are acquired pursuant to this Agreement, the Rights Offering, the Plan, the Management Incentive Plan or otherwise); (B) a Form 25 for each class of the Company’s securities that were registered under section 12(b) of the Exchange Act has become effective;  (C) no classes of the Company’s or GGS Holdings’ securities are registered or deemed registered under section 12 of the Exchange Act; (D) the SEC has declared effective all post-effective amendments required to be filed by Section 7.4(b) of the Backstop Agreement; (E) there are no effective Securities Act registration statements on file with the SEC for any of the Company’s securities; (F) the Company has filed all SEC Reports prior to the Effective Date and such reports shall comply with the Compliance Criteria; (G) the Company has submitted a written or oral request to the SEC for no-action relief from the requirement to file the Company’s Form 10-K for the fiscal year ending December 31, 2014 in form and substance satisfactory to the Company and the Investors and the Committee; provided that the consent of the Committee shall only be required where such request (a) is inconsistent with the terms set forth in the Plan Term Sheet and (b) materially and adversely impacts or affects the rights or recoveries of the holders of Trade Claims or Financial Claims. (Capitalized term used in this (vii) not defined in the Plan shall have the meaning ascribed to them in the Backstop Conversion Commitment Agreement.)

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(viii)   The Debtors shall not assume, or settle chapter 5 causes of action related to, the SEI-GPI Agreement without the consent of the Requisite Investors and the Committee.  For the avoidance of doubt, and as set forth above, the Debtors shall not assume the SEI-GPI Agreement without the consent of the Requisite Investors and the Committee.

(ix)   The Debtors shall not be in default of the DIP Credit Agreement or the DIP Order (or, to the extent that the Debtors have been in default or are in default at the time of consummation of the Restructuring, such default shall have been waived by the DIP Lenders or cured by the Debtors in a manner consistent with the DIP Credit Agreement) at any time during the Chapter 11 Cases.

(x)   The total amount of any administrative expenses paid by the Debtors on the Effective Date (or prior thereto) shall not exceed the sum of (i) fees and expenses incurred by legal and financial advisors and (ii) the administrative expenses set forth on a schedule to the Backstop Agreement; provided that such expenses described in clause (ii) may vary by up to $250,000 in the aggregate, solely as necessary to make any KERP payments in accordance with the order approved by the Bankruptcy Court on June 5, 2014; and provided further that such expenses may be increased with the consent of the Investors upon consultation with the Committee.

(xi)   The Debtors shall not pay, have paid or make any agreement to pay any professional firms’ fees in excess of the Professional Fee Caps in the Fee Capped Months; provided, however, that the Debtors’ professionals and the Committee’s professionals may exceed such fee caps if and to the extent they or their respective clients make a good faith determination that the incurrence of such additional fees is consistent with the applicable professional responsibilities of such professional or the  fiduciary duties of their clients; provided, further, that in such event, the Debtors, the Committee or their respective professionals, as the case may be, make such determination, they shall provide the Debtors, Investors and the Committee notice of such event as soon as reasonably practicable. The Investors shall not be required to close and consummate the Plan transaction if there is an amount incurred in excess of the Professional Fee Caps.   If the Investors choose to close and consummate the transaction, none of the Debtors, the Committee, nor the Investors (whether acting in their capacity as Investors, DIP Lenders, or as holders of Senior Notes) shall object to the professional fees (a) incurred during the Fee Capped Months, or (b) that are the subject of the engagement letters of Rothschild, Lazard, or Opportune (as modified by any notice filed with the Bankruptcy Court pursuant to the terms of the Plan and the Backstop Conversion Commitment Agreement).

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(xii)   The timing of the Effective Date of the Plan shall be as unanimously agreed upon by the Debtors, the Requisite Investors and the Committee.

(xiii)   The Debtors shall not exit chapter 11 without $5 million in cash in their U.S. bank, after taking into account the effects of the Restructuring, including the DIP Conversion and the Exit Term Credit Agreement, but excluding the Exit Revolver Credit Agreement, without the consent of the Requisite Investors in consultation with the Committee.

(xiv)   From and after September 23, 2014, the Debtors shall not have commenced an insolvency (or similar) proceeding in any foreign jurisdiction and the recognition proceeding in Colombia shall not have been converted to a plenary insolvency proceeding or liquidation.

(xv)   Since September 23, 2014, there shall not have been a “Material Adverse Change.”

(xvi)   For purposes of this section, “Material Adverse Change” means any event after September 23, 2014 which individually, or together with all other events, has had or could reasonably be expected to have a material and adverse change on (a) the business, assets, liabilities, finances, properties, results of operations or condition (financial or otherwise) of GGS Holdings, the Company and its subsidiaries, taken as a whole, or (b) the ability of GGS Holdings, the Company and its subsidiaries to perform their obligations under, or to consummate, the transactions contemplated by the Backstop Conversion Commitment Agreement or the Plan; provided, that the following shall not constitute a Material Adverse Change and shall not be taken into account in determining whether or not there has been, or could reasonably be expected to be, a Material Adverse Change:  (i) any change after September 23, 2014 in any law or GAAP, or any interpretation thereof; (ii) any change after September 23, 2014 in currency, exchange or interest rates or the financial or securities markets generally; (iii) any change to the extent resulting from the announcement or pendency of the transactions contemplated by the Backstop Conversion Commitment Agreement; and (iv) any change resulting from actions of GGS Holdings, the Company or its subsidiaries expressly required to be taken pursuant to the Backstop Conversion Commitment Agreement; except in the cases of (i) and (ii) to the extent such change or event is disproportionately adverse with respect to the GGS Holdings, the Company and its subsidiaries when compared to other companies in the industry in which the Company and its subsidiaries operate.  Notwithstanding anything herein to the contrary, (i) any event after September 23, 2014 which individually, or together with all other events, has directly or indirectly resulted in, or could reasonably be expected to result in, a reduction in any fiscal year of more than $8 million in cash EBITDA collectively for the Company and its subsidiaries, taken as a whole, shall be a Material Adverse Change and (ii) any event after September 23, 2014 which individually, or together with all other events, has not directly or indirectly resulted in, or could not reasonably be expected to result in, a reduction in any fiscal year of more than $8 million in cash EBITDA collectively for the Company and its subsidiaries, taken as a whole, shall not be a Material Adverse Change.

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(e)   Reorganized GGS Organizational Documents.  The Reorganized GGS Organizational Documents and the Warrant Agreement, shall have been adopted and, if required to be filed, shall have been duly filed with the applicable Secretary of State and GGS Holdings shall have entered into the Warrant Agreement.

(f)   Exit Credit Facilities.  The Exit Credit Facility Documents shall have been duly executed and delivered by the Reorganized Debtors parties thereto, and all conditions precedent to the consummation of the Exit Credit Facilities shall have been waived or satisfied in accordance with the terms thereof.

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(g)   Necessary Documents.  All actions, documents, certificates and agreements necessary to implement the Plan shall have been effected or executed and delivered, as applicable.

(h)   Necessary Authorizations.  All authorizations, consents, regulatory approvals, rulings or documents that are necessary to implement and effectuate the Plan as of the Effective Date shall have been received, waived or otherwise resolved.

(i)   Creditor Representative.  The Ad Hoc Group and the Committee shall have agreed to a Creditor Representative, the form of the Creditor Representative Agreement, and a budget for payment of the costs and expenses of the Creditor Representative, including its counsel and advisors.

11.2 Waiver of Conditions

The Debtors may waive conditions to the occurrence of the Effective Date set forth in this Article 11 at any time (x) in consultation with the Committee, and (y) with the consent of the Requisite Investors; provided, however, that notwithstanding anything to the contrary herein, the conditions precedent set forth in Section 11.1(a), (b), (d)(i), (d)(viii), (d)(xii) and (i) hereof may only be waived with the consent of the Committee and the Requisite Investors.

11.3 Simultaneous Transactions

Except as otherwise expressly set forth in the Plan, the Confirmation Order or a written agreement by the Debtors or Reorganized Debtors (including the Backstop Conversion Commitment Agreement and the Internal Reorganization contemplated thereby), each action to be taken on the Effective Date shall be deemed to occur simultaneously as part of a single transaction.

11.4 Effect of Non-Occurrence of the Effective Date

If the Plan is confirmed, but the Effective Date does not occur within 120 days after the Confirmation Date, or such later date as the Debtors, with the consent of the Requisite Investors, agree, in consultation with the Committee, the Plan shall be null and void in all respects and nothing contained in the Plan or the Disclosure Statement shall constitute a waiver or release of any claims by or Claims against or Equity Interests in the Debtors, prejudice in any manner the rights of the Debtors or any other Person, or constitute an admission, acknowledgment, offer or undertaking by the Debtors or any Person.

12.   SETTLEMENT, RELEASE, INJUNCTION AND RELATED PROVISIONS

12.1 Compromise and Settlement

Pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the Distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a good faith compromise of all Claims, Equity Interests and controversies relating to the contractual, legal, and subordination rights that a Holder of a Claim may have with respect to any Allowed Claim, or any Distribution to be made on account of such Allowed Claim.

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Without limiting the foregoing, as discussed in the Disclosure Statement, the provisions of the Plan shall, upon consummation, constitute a good faith compromise and settlement, pursuant to Bankruptcy Rule 9019 and section 1123 of the Bankruptcy Code, among the Debtors, the Investors, the DIP Lenders, the Committee, and the Ad Hoc Group of disputes arising from or related to the total enterprise value of the Debtors’ estates and the Reorganized Debtors for allocation purposes under the Plan, the DIP Loan Claims, and the treatment and distribution to holders of Allowed Trade Claims and Financial Claims.  In the event that, for any reason, the Confirmation Order is not entered or the Effective Date does not occur, the Debtors, the Investors, the DIP Lenders, the Committee, and the Ad Hoc Group, reserve all of their respective rights with respect to any and all disputes resolved and settled under the Plan.

The entry of the Confirmation Order shall constitute the Court’s approval of each of the compromises and settlements embodied in the Plan, and the Court’s findings shall constitute its determination that such compromises and settlements are in the best interests of the Debtors, their estates, creditors, and other parties-in-interest, and are fair, equitable, and within the range of reasonableness. The provisions of the Plan, including, without limitation, its release, injunction, exculpation and compromise provisions, are mutually dependent and non-severable.

12.2 Subordinated Claims

The allowance, classification and treatment of all Allowed Claims and Equity Interests and the respective Distributions and treatments under the Plan take into account and conform to the relative priority and rights of the Claims and Equity Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, however the Debtors reserve the right to reclassify any Allowed Claim or Equity Interest in accordance with any contractual, legal or equitable subordination relating thereto, unless otherwise provided in a settlement agreement concerning such Allowed Claim.

12.3 Discharge of the Debtors

Pursuant to section 1141(d) of the Bankruptcy Code and effective as of the Effective Date, and except as otherwise specifically provided in the Plan:  (a) the distributions, rights and treatment that are provided in the Plan shall be in complete satisfaction, discharge and release of all Claims and Equity Interests of any nature whatsoever, including any interest accrued on Claims or Equity Interests from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against and Equity Interests in, the Debtors, the Reorganized Debtors or any of their assets, properties or Estates, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Equity Interests, including demands, liabilities and Causes of Action that arose before the Effective Date; (b) the Plan shall bind all holders of Claims and Equity Interests, notwithstanding whether any such holders failed to vote to accept or reject the Plan or voted to reject the Plan; (c) all Claims and Equity Interests shall be satisfied, discharged, and released in full, and the Debtors’ liability with respect thereto shall be extinguished completely, including all debts of the kind specified in sections 502(g), 502(h) or 502(i) of the Bankruptcy Code, in each case whether or not (i) a Proof of Claim based upon such debt, right or Equity Interest is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (ii) a Claim or Equity Interest based upon such debt, right or Equity Interest is Allowed; or (iii) the holder of such a Claim or Equity Interest has accepted the Plan or is entitled to receive a distribution hereunder; and (d) all Entities shall be precluded from ever asserting against the Debtors, the Debtors’ Estates, the Reorganized Debtors, their successors and assigns, and their assets and properties any Claims and Equity Interests based upon any documents, instruments, or any act or omission, transaction, or other activity of any kind or nature that occurred prior to the Effective Date.   The Confirmation Order shall be a judicial determination of the discharge of all Claims and Equity Interests subject to the Effective Date occurring.

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12.4 Release of Liens

Except (a) with respect to the Liens securing the Exit Credit Facility to the extent set forth in the Exit Credit Facility Documents, or (b) as otherwise provided in the Plan or in any contract, instrument, release or other agreement or document entered into or delivered in connection with the Plan, on the Effective Date (and, with respect to the DIP Loan Claims, subject to the payment to the DIP Loan Claims pursuant to the Plan), all mortgages, deeds of trust, Liens, pledges or other security interests against any property of the Estates shall be fully released and discharged, and all of the rights, title and interest of any Holder of such mortgages, deeds of trust, Liens, pledges or other security interests shall revert to the Reorganized Debtors and their successors and assigns.

12.5 Release by the Debtors

Except as otherwise specifically provided in the Plan, for good and valuable consideration, including the service of the Released Parties to facilitate the reorganization of the Debtors, the implementation of the restructuring contemplated by the Plan and the compromises contained herein, on and after the Effective Date, the Released Parties are hereby released and discharged by the Debtors, the Reorganized Debtors and the Estates, including any successor to the Debtors or any Estate representative from all claims, obligations, rights, suits, damages, Causes of Action, remedies and liabilities whatsoever, including any derivative claims asserted or assertable on behalf of a Debtor, whether known or unknown,  foreseen or unforeseen, liquidated or unliquidated, contingent  or fixed, existing or hereafter arising, in law, at equity or otherwise, whether for indemnification, tort, contract, violations of federal or state securities laws or otherwise, including, those that any of the Debtors, the Reorganized Debtors or the Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim or Equity Interest or any other Person, based on or relating to, or in any manner arising from, in whole or in part, the Debtors and their non-Debtor subsidiaries, the Estates, the conduct of the businesses of the Debtors and their non-Debtor subsidiaries, the Chapter 11 Cases, the purchase, sale or rescission of the purchase or sale of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Equity Interest that is treated in the Plan, the restructuring of Claims and Equity Interests prior to or during the Chapter 11 Cases, the negotiation,  formulation or preparation of the Plan, the Plan Supplement, the Disclosure Statement, Exit Credit Facility Documents, the Rights Offerings, the Backstop Conversion Commitment Agreement or, in each case, related agreements, instruments or other documents,  any action or omission with respect to Intercompany Claims, any action or omission as an officer, director, agent, representative, fiduciary,  controlling  person, affiliate or responsible party, or any transaction entered into or affecting, a non-Debtor subsidiary, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date of the Plan, other than claims or liabilities arising out of or relating to any act or omission of a Released Party to the extent such act or omission is determined by a Final Order to have constituted willful misconduct, gross negligence, fraud or a criminal act.

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12.6 Voluntary Release by Holders of Claims

Except as otherwise specifically provided in the Plan, for good and valuable consideration, including the service of the Released Parties to facilitate the reorganization of the Debtors, the implementation of the restructuring contemplated by the Plan, and the compromises contained herein, on and after the Effective Date, to the fullest extent permitted by applicable  law, the Releasing Parties (regardless of whether a Releasing Party is a Released Party) shall be deemed to conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge the Released Parties of any and all claims, obligations, rights, suits, damages, Causes of Action, remedies and liabilities whatsoever, including:   any derivative claims asserted  or assertable on behalf of a Debtor, whether  known or unknown,  foreseen or unforeseen, liquidated or unliquidated, contingent  or fixed, existing or hereafter arising, in law, at equity or otherwise, whether for indemnification, tort, contract, violations of federal or state securities laws or otherwise, including, those that any of the Debtors, the Reorganized Debtors or the Estates would have been legally entitled to assert in their own right (whether individually  or collectively) or on behalf of the Holder of any Claim or Equity Interest or any other Person, based on or relating to, or in any manner arising from, in whole or in part, the Debtors and their non-Debtor subsidiaries, the Estates, the conduct of the businesses of the Debtors and their non-Debtor subsidiaries, the Chapter 11 Cases, the purchase, sale or rescission of the purchase or sale of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Equity Interest that is treated in the Plan, the restructuring of Claims and Equity Interests prior to or during the Chapter 11 Cases, the negotiation,  formulation or preparation of the Plan, the Plan Supplement, the Disclosure Statement,  the Rights Offerings, the Exit Credit Facility Documents, the Backstop Conversion Commitment Agreement or, in each case, related agreements, instruments or other documents,  any action or omission with respect to Intercompany Claims, any action or omission as an officer, director, agent, representative, fiduciary, controlling person, affiliate or responsible party, or any transaction entered into or affecting, a non-Debtor subsidiary, or upon any other act or omission, transaction, agreement, event or other occurrence taking place on or before the Effective Date of the Plan, other than claims or liabilities arising out of or relating to any act or omission of a Released Party to the extent such act or omission is determined by a Final Order to have constituted willful misconduct, gross negligence, fraud or a criminal act.

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Each Person providing releases under the Plan, including the Debtors, the Reorganized Debtors, the Estates and the Releasing Parties, shall be deemed to have granted the releases set forth in those sections notwithstanding that such Person may hereafter discover facts in addition  to, or different from, those which it now knows or believes to be true, and without regard to the subsequent discovery or existence of such different or additional facts, and such Person expressly waives any and all rights that it may have under any statute  or common law principle which would limit the effect of such releases to those claims or causes of action actually known or suspected to exist at the time of execution of such release.

Notwithstanding the first and second paragraphs of this Section 12.6, nothing in this Section 12.6 will release any non-Debtor from any Claim or cause of action of the SEC or enjoin, limit, impair or delay the SEC from commencing or continuing any SEC Claims, causes of action, proceedings, or investigations against any non-Debtor in any forum.

12.7 Exculpation

Notwithstanding anything herein to the contrary, the Exculpated Parties shall neither have nor incur any liability to any Entity for any Bankruptcy-Related Action; provided that nothing in the foregoing “Exculpation” shall exculpate any Entity from any liability resulting from any act or omission that is determined by Final Order to have constituted fraud, willful misconduct, gross negligence, or criminal conduct; provided that each Exculpated Party shall be entitled to rely upon the advice of counsel concerning his, her or its duties pursuant to, or in connection with, the Plan or any other related document, instrument, or agreement.

Notwithstanding anything herein to the contrary, as of the Effective Date, pursuant to section 1125(e) of the Bankruptcy Code, the Solicitation Parties and their directors, officers, employees, attorneys, investment bankers, financial advisors, restructuring advisors and other professional advisors, representatives and agents upon appropriate findings of the Bankruptcy Court will be deemed to have solicited acceptance of the Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code, and to have participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code, in the offer, issuance, sale, or purchase of a security, offered or sold under the Plan of a Reorganized Debtor, and shall not be liable to any Entity on account of such solicitation or participation.

In addition to the protections afforded in this Section 12.7 to the Exculpated Parties and Solicitation Parties, and not in any way reducing or limiting the application of such protections, the Bankruptcy Court retains exclusive jurisdiction over any and all Causes of Action asserted against any Solicitation Party for any Bankruptcy-Related Action that are not otherwise exculpated or enjoined by this Plan.

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12.8 Injunction

 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR FOR OBLIGATIONS ISSUED PURSUANT HERETO, ALL ENTITIES WHO HAVE HELD, HOLD OR MAY HOLD CLAIMS, CAUSES OF ACTION OR EQUITY INTERESTS THAT HAVE BEEN RELEASED OR DISCHARGED PURSUANT TO THIS PLAN OR ARE SUBJECT TO EXCULPATION PURSUANT TO ARTICLE 12.7 ARE PERMANENTLY ENJOINED, FROM AND AFTER THE EFFECTIVE DATE, FROM TAKING ANY OF THE FOLLOWING ACTIONS AGAINST, AS APPLICABLE, THE DEBTORS, THE REORGANIZED DEBTORS, OR THE RELEASED PARTIES: (1) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR PROCEEDING, OF ANY KIND, ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS, CAUSES OF ACTION OR EQUITY INTERESTS; (2) ENFORCING, ATTACHING, COLLECTING OR RECOVERING BY ANY MANNER OR MEANS ANY JUDGMENT, AWARD, DECREE OR ORDER AGAINST SUCH RELEASED PARTIES ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS, CAUSES OF ACTION OR EQUITY INTERESTS; (3) CREATING, PERFECTING OR ENFORCING ANY ENCUMBRANCE OF ANY KIND AGAINST SUCH RELEASED PARTIES OR THE PROPERTY OR ESTATES OF SUCH RELEASED PARTIES ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS, CAUSES OF ACTION OR EQUITY INTERESTS; (4) ASSERTING ANY RIGHT OF SETOFF OR SUBROGATION OF ANY KIND AGAINST ANY OBLIGATIONS DUE FROM THE DEBTORS OR THE REORGANIZED DEBTORS OR AGAINST THE PROPERTY OR INTERESTS IN PROPERTY OF THE DEBTORS ON ACCOUNT OF ANY SUCH CLAIM, CAUSE OF ACTION OR EQUITY INTEREST; AND (5) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS, CAUSES OF ACTION OR EQUITY INTERESTS RELEASED, SETTLED, EXCULPATED OR DISCHARGED PURSUANT TO THE PLAN OR CONFIRMATION ORDER.

12.9 Limitations on Exculpations and Releases

Notwithstanding anything contained  herein to the contrary, the releases and exculpation contained herein do not release any obligations of any party arising under this Plan or any document,  instrument or agreement (including those set forth in the Backstop Conversion Commitment Agreement, the Exit Credit Facility Documents and the Plan Supplement) executed to implement the Plan.

12.10 Preservation of Insurance

The Debtors’ discharge, exculpation and release, and the exculpation and release in favor of Released Parties, as provided herein shall not diminish or impair the enforceability of any insurance policy that may provide coverage for Claims against the Debtors, the Reorganized Debtors, their current and former directors and officers, or any other Person.

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13.   MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN

13.1 Modification of Plan

Subject to the limitations contained in the Plan: (a) the Debtors reserve the right, in consultation with the Committee and with the consent of the Requisite Investors, in accordance with the Bankruptcy Code and the Bankruptcy Rules, to amend or modify the Plan prior to the entry of the Confirmation Order, including amendments or modifications to satisfy section 1129(b) of the Bankruptcy Code; provided, that the Committee shall not be obligated to support the Plan in the event that an amendment or modification that has a material and adverse effect on the rights or recoveries of holders of Trade Claims or Financial Claims is not acceptable to the Committee or the Committee otherwise revokes its support consistent with the Committee Support Letter and (b) after the entry of the Confirmation Order, the Debtors or the Reorganized Debtors, in consultation with the Committee, if then in existence, and with the consent of the Requisite Investors, may, upon order of the Bankruptcy Court, amend or modify the Plan, in accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency in the Plan in such manner as may be necessary to carry out the purpose and intent of the Plan.

13.2 Effect of Confirmation on Modification

Entry of a Confirmation Order shall mean that all modifications and amendments to the Plan since the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code, and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.

13.3 Revocation of Plan

The Debtors reserve the right, with the consent of the Investors and subject to the terms of the Backstop Conversion Commitment Agreement, to revoke or withdraw the Plan prior to the entry of the Confirmation Order and to file subsequent plans of reorganization.  If the Debtors revoke or withdraw the Plan, or if the Confirmation Order is not entered or the Effective Date does not occur, then: (a) the Plan shall be null and void in all respects; (b) any settlement or compromise embodied in the Plan, assumption or rejection of executory contracts or leases affected by the Plan, and any document or agreement executed pursuant hereto shall be deemed null and void; and (c) nothing contained in the Plan shall:  (i) constitute a waiver or release of any claims by or Claims against, or any Equity Interests in, any Debtor or any other Entity; (ii) prejudice in any manner the rights of the Debtors or any other Entity; or (iii) constitute an admission of any sort by the Debtors or any other Entity.

14.   RETENTION OF JURISDICTION

14.1 Retention of Jurisdiction

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall retain its existing exclusive jurisdiction over all matters arising in or out of, or related to, the Chapter 11 Cases or the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code, including jurisdiction to:

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(a)   Allow, disallow, determine, liquidate, classify, estimate or establish the priority, secured or unsecured status, or amount of any Claim or Equity Interest, including the resolution of any request for payment of any General Administrative Claim and the resolution of any and all objections to the secured or unsecured status, priority, amount, or allowance of Claims or Equity Interests;

(b)   Decide and resolve all matters related to the granting and denying, in whole or in part, of any applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or the Plan;

(c)   Resolve any matters related to: (i) the assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which a Debtor is a party or with respect to which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Claims arising therefrom, including any disputes regarding cure obligations in accordance with Article 8.3; and (ii) any dispute regarding whether a contract or lease is, or was, executory or expired;

(d)   Ensure that Distributions to Holders of Allowed Claims are accomplished pursuant to the Plan;

(e)   Adjudicate, decide or resolve any motions, adversary proceedings,  contested or litigated matters, and any other matters, and grant or deny any applications involving a Debtor that may be pending on the Effective Date;

(f)   Adjudicate, decide or resolve any and all matters related to Causes of Action pending before the Bankruptcy Court on the Effective Date;

(g)   Adjudicate, decide or resolve any Cause of Action whether or not such Cause of Action was pending as of the Effective Date;

(h)   Adjudicate, decide or resolve any and all matters related to section 1141 of the Bankruptcy Code;

(i)   Enter and implement such orders as may be necessary or appropriate to execute, implement, or consummate the provisions of the Plan and all contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan, Plan Supplement or the Disclosure Statement;

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(j)   Enter and enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of the Bankruptcy Code;

(k)   Adjudicate, decide or resolve any and all disputes as to the ownership of any Claim or Equity Interest;

(l)   Resolve any cases, controversies, suits, disputes or Causes of Action that may arise in connection with the interpretation or enforcement of the Plan or any Entity’s obligations incurred in connection with the Plan;

(m)   Issue injunctions, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any Entity with enforcement of the Plan;

(n)   Resolve any cases, controversies, suits, disputes or Causes of Action with respect to the existence, nature and scope of the releases, injunctions, and other provisions contained in the Plan and enter such orders as may be necessary or appropriate to implement such releases, injunctions, and other provisions;

(o)   Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked or vacated;

(p)   Determine any other matters that may arise in connection with or relate to the Plan, the Plan Supplement, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, indenture, or other agreement or document created in connection with the Plan, the Plan Supplement or the Disclosure Statement;

(q)   Enter an order or final decree concluding or closing the Chapter 11 Cases;

(r)   Adjudicate any and all disputes arising from, or relating to, Distributions under the Plan;

(s)   Consider any modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order;

(t)   Hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of the Plan, or the Confirmation Order, including disputes arising under agreements, documents or instruments executed in connection with the Plan (other than any dispute arising after the Effective Date under, or directly with respect to, the Exit Credit Facility Documents and any intercreditor agreement, which disputes shall be adjudicated in accordance with the terms of such agreements);

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(u)   Hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

(v)   Hear and determine all disputes involving the existence, nature, or scope of the Debtors’ discharge, including any dispute relating to any liability arising out of the termination of employment or the termination of any employee or retirement benefit program, regardless of whether such termination occurred prior to or after the Effective Date;

(w)   Enforce all orders previously entered by the Bankruptcy Court;

(x)   Adjudicate, decide, or resolve any disputes relating to the Rights Offerings (and the conduct thereof) and the issuances of Rights Offerings Shares;

(y)   Adjudicate, decide, or resolve any disputes relating to the Backstop Conversion Commitment Agreement; and

(z)   Hear any other matter not inconsistent with the Bankruptcy Code.

As of the Effective Date, notwithstanding anything in this Article 14 to the contrary, the Exit Credit Facility Documents shall be governed by the jurisdictional provisions therein.

15.   MISCELLANEOUS PROVISIONS

15.1 Immediate Binding Effect

Notwithstanding Bankruptcy Rules 3020(e), 6004(g) or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan and the Plan Supplement shall be immediately effective and enforceable and deemed binding upon the Debtors, the Reorganized Debtors and any and all Holders of Claims and Equity Interests (irrespective of whether Holders of such Claims or Equity Interests are deemed to have accepted or rejected the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, discharges, and injunctions described in the Plan, each Entity acquiring property under the Plan and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors.

15.2 Additional Documents

On or before the Effective Date, the Debtors, with the consent of the Investors and upon consultation with the Committee, may file with the Bankruptcy Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan; provided that the consent of the Committee shall be required with respect to any such agreements or other documents, or portion of such agreements or other documents, that materially and adversely impact or affect the rights or recoveries of the holders of Trade Claims or Financial Claims.  The Debtors or the Reorganized Debtors, as applicable, and all Holders of Claims or Equity Interests receiving Distributions pursuant to the Plan and all other parties in interest shall, from time to time, prepare, execute and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.

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15.3 Reservation of Rights

Except as expressly set forth herein, the Plan shall have no force or effect unless and until the Bankruptcy Court enters the Confirmation Order.  Neither the filing of the Plan, any statement or provision contained herein, nor the taking of any action by a Debtor or any other Entity with respect to the Plan shall be or shall be deemed to be an admission or waiver of any rights of: (a) any Debtor with respect to the Holders of Claims or Equity Interests or other Entity; or (b) any Holder of a Claim or an Equity Interest or other Entity prior to the Effective Date.

15.4 Successors and Assigns

The rights, benefits and obligations of any Entity named or referred to herein shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign of such Entity.

15.5 Term of Injunction or Stays

Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

15.6 Entire Agreement

On the Effective Date, the Plan and the Plan Supplement shall supersede all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into the Plan.

15.7 Exhibits

All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan.

15.8 Severability

If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted.  Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation.  The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing is: (a) valid and enforceable pursuant to its terms; (b) integral to the Plan and may not be deleted or modified without the consent of the Debtors and the Requisite Investors and, solely with respect to deletions or modifications that will have a material and adverse impact on the rights or recoveries of the holders of Trade Claims or Financial Claims, the Committee; and (c) nonseverable and mutually dependent.

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15.9 Dissolution of Committees

After the Effective Date, the Committee shall be restricted to and shall not be heard on any issue except:  (a) applications filed pursuant to sections 330 and 331 of the Bankruptcy Code, including entry of a Final Order with respect to final fee applications filed by the Committee’s professionals, (b) motions or litigation seeking enforcement of the provisions of the Plan and the transactions contemplated hereunder or under the Confirmation Order and (c) pending appeals and related proceedings; provided that with respect to pending appeals and related proceedings, the Committee shall continue to comply with sections 327, 328, 329, 330, 331 and 1103 of the Bankruptcy Code and the Professional Fee Order in seeking compensation for services rendered.  Upon the resolution of all matters set forth in (a)-(c) in the prior sentence, the Committee shall dissolve, and the members thereof shall be released and discharged from all rights and duties arising from, or related to, the Chapter 11 Cases.  If at any time prior to entry of the Confirmation Order the Committee withdraws its support for the Plan, all provisions of this Plan which provide the Committee with consent and/or consultation rights, or any rights with regard to Avoidance Actions or Claims objections, shall be deemed null and void.

15.10 Closing of Chapter 11 Cases

The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Cases, file with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to close the Chapter 11 Cases.

15.11 Conflicts

Except as set forth in the Plan, to the extent that any provisions of the Disclosure Statement, the Plan Supplement, or any order of the Bankruptcy Court (other than the Confirmation Order) referenced in the Plan (or any exhibits, appendices, supplements, or amendments to any of the foregoing), conflicts with or is in any way inconsistent with any provision of the Plan, the Plan shall govern and control.

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15.12 Further Assurances

The Debtors, Reorganized Debtors, all Holders of Claims and Equity Interests, and all other parties-in-interest shall, from time to time, prepare, execute and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan or the Confirmation Order.

15.13 No Stay of Confirmation Order

The Confirmation Order shall contain a waiver of any stay of enforcement otherwise applicable, including pursuant to Bankruptcy Rules 3020(e) and 7062.

15.14 Waiver or Estoppel

Each Holder of a Claim or an Equity Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Equity Interest should be Allowed in a certain amount, in a certain priority, secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement or papers filed with the Bankruptcy Court prior to the Confirmation Date.

15.15 Post-Effective Date Service

After the Effective Date, the Debtors are authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities that have filed renewed requests for service.

15.16 Notices

All notices, requests, pleadings and demands to or upon the Debtors to be effective shall be in writing (including by facsimile transmission) and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows:

(a)   If to the Debtors, to: Global Geophysical Services, Inc.

13927 S. Gessner Rd.

Missouri City, TX 77489

Attn:  James E. Brasher

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with copies to Baker Botts L.L.P.:

2001 Ross Avenue

Dallas, Texas 75201-2980

Attn: C. Luckey McDowell

(b)   If to DIP Loan Agent, to:  Wilmington Trust National Association

50 South Sixth Street, Suite 1290

Minneapolis, Minnesota 55402

Attn:  Jeffery T. Rose

(c)   If to the Requisite Investors and Ad Hoc Group, to: Akin Gump Strauss Hauer & Feld LLP:

1 Bryant Park

New York, NY 10036

Attn: Arik Preis

-and-

1700 Pacific Avenue, Suite 4100

Dallas, TX 75201-4624

Attn: Chuck Gibbs

(d)   If to the Unsecured Creditors’ Committee, to: Greenberg Traurig, LLP:

1000 Louisiana Street

Suite 1700

Houston, Texas  77002

Attn:  Shari L. Heyen

- and -

Metlife Building

200 Park Avenue

New York, New York  10166

Attn:  Nancy A. Mitchell

- and -

2200 Ross Avenue

Suite 5200

Dallas, Texas  75201

Attn:  Clifton R. Jessup, Jr.

107

(a)   If to the Creditor Representative, to the address listed in the Plan Supplement.

(b)   If to any other Investor, to:

In accordance with the notice provisions contained in the Backstop Conversion Commitment Agreement.

(c)   If to the U.S. Trustee, to:

United States Trustee

606 N. Carancahua, Suite 1107

Corpus Christi, Texas 78401

Attn: Barbara C. Jue

108

Houston, Texas

Dated: October 31, 2014

GLOBAL GEOPHYSICAL SERVICES, INC.,

on behalf of itself and all other Debtors

By:  /s/ Richard White                       

Name: Richard White

Title:   Chief Executive Officer

109

EX-10.1

Exhibit 10.1

FIRST LIEN CREDIT AGREEMENT

dated as of February 9, 2015,

among

GLOBAL GEOPHYSICAL SERVICES, LLC,

as Holdings,

GLOBAL GEOPHYSICAL SERVICES, INC.

as Borrower,

THE GUARANTORS PARTY HERETO,

as Guarantors,

THE LENDERS PARTY HERETO,

and

WILMINGTON SAVINGS FUND SOCIETY, FSB,

as Administrative Agent and Collateral Agent

TABLE OF CONTENTS

Page

ARTICLE I   DEFINITIONS	2
SECTION 1.01   Defined Terms	2
SECTION 1.02   Classification of Loans and Borrowings	36
SECTION 1.03   Terms Generally	36
SECTION 1.04   Accounting Terms; GAAP	36
SECTION 1.05   Payments	37
SECTION 1.06   Resolution of Drafting Ambiguities	37
ARTICLE II   THE CREDITS	37
SECTION 2.01   Commitments	37
SECTION 2.02   Loans	38
SECTION 2.03   Borrowing Procedure	38
SECTION 2.04   Evidence of Debt; Repayment of Loans	39
SECTION 2.05   Fees	39
SECTION 2.06   Interest on Loans	40
SECTION 2.07   Termination of Term Loan Commitments	41
SECTION 2.08   Extension of Maturity Date	41
SECTION 2.09   Repayment of Borrowings	41
SECTION 2.10   Optional and Mandatory Prepayments of Loans; Reduction of Revolving Commitments	41
SECTION 2.11   Yield Protection	45
SECTION 2.12   Payments Generally; Pro Rata Treatment; Sharing of Setoffs	46
SECTION 2.13   Taxes	48
SECTION 2.14   Mitigation Obligations; Replacement of Lenders	52
SECTION 2.15   Defaulting Lenders	53
SECTION 2.16   Increase in Commitments	55
ARTICLE III   REPRESENTATIONS AND WARRANTIES	57
SECTION 3.01   Organization; Powers	57
SECTION 3.02   Authorization; Enforceability	57
SECTION 3.03   No Conflicts	57
SECTION 3.04   Financial Statements; Projections	58
SECTION 3.05   Properties	58
SECTION 3.06   Intellectual Property	59
SECTION 3.07   Equity Interests and Subsidiaries	61
SECTION 3.08   Litigation; Compliance with Laws	61
SECTION 3.09   Agreements	62
SECTION 3.10   Federal Reserve Regulations	62
SECTION 3.11   Governmental Regulation	62
SECTION 3.12   Use of Proceeds	62
SECTION 3.13   Taxes	62
SECTION 3.14   No Material Misstatements	63
SECTION 3.15   Labor Matters	63

i

SECTION 3.16   Solvency	63
SECTION 3.17   Employee Benefit Plans	64
SECTION 3.18   Environmental Matters	64
SECTION 3.19   Security Documents	66
SECTION 3.20   Sanctions	67
SECTION 3.21   Anti-Corruption Laws & Sanctions	67
SECTION 3.22   No Material Adverse Effect	67
SECTION 3.23   Customers and Suppliers	67
SECTION 3.24   Insurance	68
SECTION 3.25   Permits, Etc	68
SECTION 3.26   Colombian Bankruptcy Proceeding	68
SECTION 3.27   Global Eurasia	68
ARTICLE IV   CONDITIONS TO CREDIT EXTENSIONS	69
SECTION 4.01   Conditions to Effectiveness of this Agreement	69
SECTION 4.02   All Credit Extensions	71
ARTICLE V   AFFIRMATIVE COVENANTS	72
SECTION 5.01   Financial Statements, Reports, etc	72
SECTION 5.02   Litigation and Other Notices	75
SECTION 5.03   Existence; Businesses and Properties; Compliance with Laws	76
SECTION 5.04   Insurance	77
SECTION 5.05   Taxes and Claims	78
SECTION 5.06   Employee Benefits	78
SECTION 5.07   Maintaining Records; Access to Properties and Inspections; Annual Meetings	79
SECTION 5.08   Use of Proceeds	79
SECTION 5.09   Compliance with Environmental Laws; Environmental Reports	80
SECTION 5.10   Additional Collateral; Additional Guarantors	80
SECTION 5.11   Security Interests; Further Assurances	81
SECTION 5.12   Information Regarding Collateral	82
SECTION 5.13   Senior Indebtedness	83
SECTION 5.14   MCD Subsidiary	83
SECTION 5.15   Miscellaneous Business Covenants	83
SECTION 5.16   Colombian Matters	83
SECTION 5.17   Post-Closing Matters	84
ARTICLE VI   NEGATIVE COVENANTS	84
SECTION 6.01   Indebtedness	84
SECTION 6.02   Liens	86
SECTION 6.03   Sale and Leaseback Transactions	88
SECTION 6.04   Investment, Loan and Advances	89
SECTION 6.05   Mergers and Consolidations	89
SECTION 6.06   Asset Sales	90
SECTION 6.07   Dividends	90
SECTION 6.08   Transactions with Affiliates	91
SECTION 6.09   Financial Covenants	91

ii

SECTION 6.10   Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc	93
SECTION 6.11   Limitation on Certain Restrictions on Subsidiaries	93
SECTION 6.12   Business; Passive Holding Company; MCD Subsidiary	93
SECTION 6.13   Limitation on Accounting Changes	94
SECTION 6.14   Fiscal Year	94
SECTION 6.15   No Further Negative Pledge	94
SECTION 6.16   Sanctions	95
SECTION 6.17   Sanctioned Person	95
SECTION 6.18   Deposit Accounts and Securities Accounts; Cash in Foreign Jurisdictions	95
SECTION 6.19   Assets of Non-Loan Parties	95
SECTION 6.20   Assets of Global Eurasia	95
SECTION 6.21   Use of Proceeds	96
ARTICLE VII   GUARANTEE	96
SECTION 7.01   The Guarantee	96
SECTION 7.02   Obligations Unconditional	96
SECTION 7.03   Reinstatement	97
SECTION 7.04   Subrogation; Subordination	97
SECTION 7.05   Remedies	98
SECTION 7.06   Instrument for the Payment of Money	98
SECTION 7.07   Continuing Guarantee	98
SECTION 7.08   General Limitation on Guarantee Obligations	98
SECTION 7.09   Release of Guarantors	98
SECTION 7.10   Right of Contribution	99
SECTION 7.11   Keepwell	99
ARTICLE VIII   EVENTS OF DEFAULT	99
SECTION 8.01   Events of Default	99
SECTION 8.02   Rescission	102
SECTION 8.03   Application of Proceeds	103
ARTICLE IX   THE AGENTS	104
SECTION 9.01   Appointment and Authority	104
SECTION 9.02   Rights as a Lender	104
SECTION 9.03   Exculpatory Provisions	104
SECTION 9.04   Reliance by Agent	106
SECTION 9.05   Delegation of Duties	106
SECTION 9.06   Resignation of Agent	107
SECTION 9.07   Non-Reliance on Agent and Other Lenders	107
SECTION 9.08   Withholding Tax	107
SECTION 9.09   Collateral Matters	108
SECTION 9.10   Proofs of Claim	108
ARTICLE X   MISCELLANEOUS	109
SECTION 10.01   Notices	109
SECTION 10.02   Waivers; Amendment	112

iii

SECTION 10.03   Expenses; Indemnity; Damage Waiver	114
SECTION 10.04   Successors and Assigns	116
SECTION 10.05   Survival of Agreement	119
SECTION 10.06   Counterparts; Integration; Effectiveness	120
SECTION 10.07   Severability	120
SECTION 10.08   Right of Setoff	120
SECTION 10.09   Governing Law; Jurisdiction; Consent to Service of Process	121
SECTION 10.10   Waiver of Jury Trial	121
SECTION 10.11   Headings	122
SECTION 10.12   Treatment of Certain Information; Confidentiality	122
SECTION 10.13   USA PATRIOT Act Notice	123
SECTION 10.14   Interest Rate Limitation	123
SECTION 10.15   Obligations Absolute	123
SECTION 10.16   No Advisory or Fiduciary Responsibility	124

SCHEDULES
Schedule 1.01(a)	Competitors
Schedule 1.01(b)	Guarantors
Schedule 1.01(c)	Implemented Compliance Enhancements
Schedule 2.01	Commitments
Schedule 3.04(c)	Forecasts
Schedule 3.06(a)	Ownership; No Claims
Schedule 3.06(b)	Seismic Data Library
Schedule 3.06(c)	Proprietary Software
Schedule 3.06(d)	Licensed Software
Schedule 3.07(c)	Organizational Chart
Schedule 3.08	Litigation; Compliance with Laws
Schedule 3.09	Material Agreements
Schedule 3.18	Environmental Matters
Schedule 5.15(d)	Concessions
Schedule 5.17	Post-Closing Matters
Schedule 6.01(h)	Existing Indebtedness
Schedule 6.02(m)	Existing Liens
Schedule 6.04(f)	Existing Investments
Schedule 6.08(c)	Existing Affiliate Transactions
EXHIBITS
Exhibit A	Form of Administrative Questionnaire
Exhibit B	Form of Assignment and Assumption
Exhibit C	Form of Borrowing Request
Exhibit D	Form of Compliance Certificate
Exhibit E	Form of Intercompany Note
Exhibit F	Form of Intercreditor Agreement
Exhibit G	Form of Joinder Agreement

iv

Exhibit H-1	Form of Term Note
Exhibit H-2	Form of Revolving Note
Exhibit I	Form of Security Agreement
Exhibit J	Form of Solvency Certificate
Exhibit K	Form of Pledge Agreement
Exhibit L	Forms of Non-Bank Tax Certificates

v

FIRST LIEN CREDIT AGREEMENT

This FIRST LIEN CREDIT AGREEMENT dated as of February 9, 2015, among GLOBAL GEOPHYSICAL SERVICES, LLC, a Delaware limited liability company (“Holdings”), GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (“Borrower”), the GUARANTORS as defined herein, the LENDERS from time to time party hereto and Wilmington Savings Fund Society, FSB, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.

WITNESSETH:

WHEREAS, on March 25, 2014, Borrower and each of its then-existing Domestic Subsidiaries, as debtors and debtors-in-possession (the “Debtors”), commenced voluntary cases under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), which cases are being jointly administered (the “Cases”);

WHEREAS, the Joint Plan of Reorganization of the Debtors (the “Plan of Reorganization”, as hereinafter further defined) has been confirmed pursuant to the Confirmation Order (as defined below), and concurrently with the making of the initial loans hereunder, the effective date with respect to such Plan of Reorganization has occurred;

WHEREAS, Borrower has requested, and the Lenders have agreed to make available to Borrower, a revolving credit facility and a term loan upon and subject to the terms and conditions set forth in this Agreement to (a) consummate the Plan of Reorganization in accordance with the terms of the Plan of Reorganization, (b)fund certain fees and expenses associated with the funding of the Loans and consummation of the Plan of Reorganization and (c) provide for working capital and other general corporate purposes of Borrower (subject, in each case, to the limitations set forth herein);

WHEREAS, Borrower desires to secure all of its Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon substantially all of its personal and real property (subject to the limitations set forth herein and in the Security Documents);

WHEREAS, Holdings owns all of the Equity Interests of Borrower, is willing to guaranty all of the Obligations and to pledge to the Collateral Agent, for the benefit of the Secured Parties, all of the Equity Interests of Borrower and substantially all of its other personal and real property to secure the Obligations (subject to the limitations set forth herein and in the Security Documents);

WHEREAS, subject to the terms hereof, each Guarantor is willing to guarantee all of the Obligations of Borrower and to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon substantially all of its personal and real property;

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

-1-

ARTICLE I

DEFINITIONS

SECTION 1.01Defined Terms.  As used in this Agreement, the following terms shall have the meanings specified below:

“Additional Revolving Commitment” shall have the meaning assigned to such term in Section 2.16(c).

“Additional Revolving Loans” shall have the meaning assigned to such term in Section 2.16(c).

“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article IX.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in substantially the form of Exhibit A.

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided, however, that, for purposes of Section 6.08, the term “Affiliate” shall also include (a) any person that directly or indirectly owns more than 10% of any class of Equity Interests of the person specified or (b) any person that is an executive officer or director of the person specified.

“Agents” shall mean the Administrative Agent and the Collateral Agent; and “Agent” shall mean any of them.

“Aggregate Revolving Commitment” shall mean the aggregate of the Revolving Commitments of all of the Revolving Lenders, as reduced from time to time pursuant to the terms and conditions hereof.  As of the Closing Date, the Aggregate Revolving Commitment is $25,000,000.

“Agreement” shall mean this First Lien Credit Agreement dated as of February 9, 2015.

“All-in Yield” shall mean, as to any Indebtedness, the yield thereon as determined in good faith by Holdings and the Required Lenders, whether in the form of interest rate, margin, original issue discount, up-front fees, rate floors or otherwise payable to all lenders of such Indebtedness; provided, that (a) original issue discount and up-front fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the life to maturity of such Indebtedness at the time of the incurrence of such Indebtedness) and (b) “All-in Yield” shall not include arrangement, underwriting, ticking, structuring or similar fees paid to arrangers for such Indebtedness and customary consent fees for an amendment paid generally to consenting Lenders.

-2-

“Anti-Corruption Laws” shall mean all laws, rules and regulations of any jurisdiction applicable to Holdings and its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.20.

“Applicable Margin” shall mean, with respect to the Term Loans, the Term Applicable Margin and with respect to the Revolving Loans, the Revolving Facility Applicable Margin.

“Approved Fund” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Asset Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or other disposition in one transaction or a series of transactions  (including by way of merger or consolidation and including any Sale and Leaseback Transaction) of any property (including Capital Stock), excluding sales of inventory, non-exclusive licenses of Multi-Client Data, Brazilian Multi-Client Data and other Intellectual Property, assignments and dispositions of cash and Cash Equivalents, dispositions of accounts receivable in connection with the compromise, settlement or collection thereof, in each case (other than in the case of cash and Cash Equivalents and dispositions constituting Casualty Events), in each case in the ordinary course of business and consistent with past practice, by, or at the direction of, Holdings or any of its Subsidiaries and (b) any issuance or sale of any Equity Interests of any Subsidiary of Holdings, in each case referred to in clauses (a) and (b), to any person other than (i) Borrower, (ii) any Guarantor or (iii) other than for purposes of Section 6.06, any other Subsidiary.  For purposes of clarification, “Asset Sale” shall include (a) the sale or other disposition for value of any contracts and (b) any sale of merchant accounts (or any rights thereto (including, without limitation, any rights to any residual payment stream with respect thereto)) by any Loan Party, but shall exclude the early termination or modification of any contract resulting in the receipt by any Loan Party of a cash payment or other consideration in exchange for such event.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.04(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit B, or any other form approved by the Administrative Agent at the direction of the Required Lenders.

“Attributable Indebtedness” shall mean, when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at the rate of interest implicit in such transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction; provided, however, if such Sale and Leaseback Transaction results in a Capital Lease Obligation, the amount of Attributable Indebtedness represented thereby shall be determined in accordance with the definition of Capital Lease Obligation and shall not constitute Attributable Indebtedness.

-3-

“Available Cash” shall mean, as of any date of determination, the amount of unrestricted cash (excluding, for the avoidance of doubt, Cash Equivalents) of Holdings and its Subsidiaries that (a) is in Deposit Accounts which are subject to Control Agreements and are maintained by a branch office of a bank intermediary or depository institution located within the United States and (b) is shown or reported by such bank intermediary or depository institution as available for withdrawal by Holdings or its Domestic Subsidiaries; provided, however, that any cash held by Holdings and its Subsidiaries pending reinvestment pursuant to Section 2.10(f) or Section 2.10(i) shall not constitute “Available Cash”.

“Availability Period” shall mean the period from and including the Closing Date to but excluding the earlier of the Revolving Facility Maturity Date and the date of termination of the Revolving Commitments.

“Bankruptcy Court” shall have the meaning assigned to such term in the recitals hereto.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Board of Directors” shall mean, with respect to any person, (a) in the case of any corporation, the board of directors of such person, (b) in the case of any limited liability company, the board of managers of such person, the requisite managers or members required under the Organizational Documents of such person or in the event of a sole member-managed limited liability company, the Board of Directors of such sole member, (c) in the case of any partnership, the Board of Directors of the general partner of such person and (d) in any other case, the functional equivalent of the foregoing.

“Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Borrower Registered Intellectual Property” shall have the meaning assigned to such term in Section 3.06(a).

“Borrowing” shall mean a Term Borrowing or Revolving Borrowing, as the context requires.

“Borrowing Request” shall mean a request by Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent and the Required Lenders.

“Brazilian Multi-Client Data” shall mean any rights (including ownership or licensing) to seismic data surveys in Brazil and related data collected, compiled, derived, analyzed or acquired by or on behalf of Borrower or any of its Subsidiaries for its multi-client seismic data library or otherwise incorporated or included in such data library whether now existing or hereafter acquired or created.

-4-

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City, Houston, Texas or Wilmington, Delaware are authorized or required by law to close.

“Capital Assets” shall mean, with respect to any person, all equipment, fixed assets and Real Property or improvements of such assets by such person, or replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on the balance sheet of such person.

“Capital Expenditures” shall mean, for any period, without duplication, all expenditures made directly or indirectly by Holdings and its Subsidiaries during such period for Capital Assets (whether paid in cash or other consideration, financed by the incurrence of Indebtedness or accrued as a liability), including, without limitation, all expenditures of Holdings and its Subsidiaries during such period to purchase or acquire multi-client seismic data from a third party, but excluding expenditures made in connection with the replacement, substitution or restoration of property pursuant to Section 2.10 and excluding Multi-Client Development Costs.  For purposes of this definition, the purchase price of equipment or other fixed assets that are purchased simultaneously with the trade-in of existing assets or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such assets for the assets being traded in at such time or the amount of such insurance proceeds, as the case may be.

“Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cases” shall have the meaning assigned to such term in the recitals hereto.

“Cash Equivalents” shall mean:

(a)readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof in each case with maturities not more than one year from the date of acquisition thereof;

(b)time deposits (including eurodollar time deposits) with, or certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper (including without limitation promissory notes or other borrowings) rated at least “Prime-l” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, as of the date of acquisition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than one year from the date of acquisition thereof;

-5-

(c)commercial paper issued by any person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P as of the date of acquisition, in each case with maturities of not more than one year from the date of acquisition thereof;

(d)repurchase obligations of any commercial bank (or any Affiliate thereof) satisfying the requirements of clause (c) above, having a term of not more than 30 days;

(e)securities issued or fully guaranteed by any state, commonwealth or territory of the United States of America or by any political subdivision (including any municipality) or taxing authority of any such state, commonwealth or territory, the securities of which state, commonwealth, territory, political subdivision or taxing authority (as the case may be) are rated at least “A” (or A-1, SP1 or other then equivalent grade) by S&P or at least “A1” (or “Prime-1” or MIG-1 or other then equivalent grade) by Moody’s as of the date of acquisition and, in each case, with a maturity of not more than one year from the date of acquisition thereof;

(f)securities and loans with maturities of one year or less from the date of acquisition issued by, or backed by a standby letter of credit issued by, any commercial bank satisfying the requirements of clause (c) above;

(g)shares in money market investment programs registered under the Investment Company Act of 1940 substantially all of whose assets are comprised of securities of the types described in clauses (a) through (e) above and which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P; and

(h)investments by a Foreign Subsidiary of comparable tenure and credit quality to those described in the foregoing clauses (a) through (g), customarily utilized by entities similarly situated and of similar size to such Foreign Subsidiary organized under the laws of the jurisdiction of such Foreign Subsidiary for short-term cash management purposes to the extent reasonably required in connection with any business conducted by such Foreign Subsidiary in such jurisdiction.

“Cash Interest Expense” shall mean, for any period, Consolidated Interest Expense for such period, less without duplication (a) interest on any debt paid by the increase in the principal amount of such debt including by accretion and issuance of additional debt of such kind, (b) to the extent included in the determination of Consolidated Interest Expense for such period, non-cash amounts attributable to amortization of financing costs paid in a previous period, (c) to the extent included in the determination of Consolidated Interest Expense, non-cash amounts attributable to amortization of debt discounts (including, without limitation, the amortization of any debt discounts recognized under ASC 470 in respect of convertible debt instruments that may be settled in cash upon conversion), and (d) any other non-cash amounts included in the determination of Consolidated Interest Expense for such period (but only to the extent that such amount is not required to be paid in cash in any subsequent period).

-6-

“Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of Holdings or any of its Subsidiaries.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq., and all implementing regulations.

A “Change in Control” shall be deemed to have occurred if:

(a)at any time a “change of control” (or similar event) occurs under any Material Indebtedness; or

(b)the Permitted Holders together directly or indirectly fail to own legally and/or beneficially or to have the power to vote or direct the voting of more than 35% of the issued and outstanding Equity Interests of Holdings, whether voting or non-voting; or

(c)the Permitted Holders together directly or indirectly fail to possess the right to elect a majority of the Board of Directors of Holdings; or

(d)Holdings fails to directly own 100% of the combined voting power of all Voting Stock and the economic interests of Borrower.

“Change in Law” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking into effect of any law, treaty, or governmental order, policy, rule or regulation, (b) any change in any law, treaty, order, policy, rule or regulation or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Charges” shall have the meaning assigned to such term in Section 10.14.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Term Loans, Revolving Loans or Additional Revolving and, when used in reference to any Commitment, refers to whether such Commitment is a Term Commitment, Revolving Commitment or an Additional Revolving Commitment, and when used in reference to any Lender, refers to whether such Lender has a Loan or Commitment with respect to the applicable Class.

“Closing Date” shall mean February 9, 2015.

-7-

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall mean, collectively, all of the Security Agreement Collateral, the Pledge Agreement Collateral, the Mortgaged Property and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Security Document and all proceeds and products thereof.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“Collateral and Guarantee Requirement” shall mean, at any time, the requirement that:

(a)the Agents shall have received:

(i)from Holdings and each Designated Subsidiary, either (A) a counterpart to this Agreement duly executed and delivered on behalf of such Person or (B) in the case of any Person that becomes a Designated Subsidiary after the Closing Date, a Joinder Agreement or such comparable documentation to become a Guarantor in form and substance satisfactory to the Required Lenders, in either case, duly executed and delivered on behalf of such Person;

(ii)from each Designated Subsidiary that is a Domestic Subsidiary and each Designated Non-Domestic Loan Party, (A) either (1) counterparts of the Security Agreement and the Pledge Agreement duly executed and delivered on behalf of such Person or (2) in the case of a Person that becomes a Designated Subsidiary that is a Domestic Subsidiary or a Designated Non-Domestic Loan Party after the Closing Date, supplements to the Security Agreement and the Pledge Agreement in the form specified therein or in form and substance satisfactory to the Required Lenders, in each case, duly executed and delivered on behalf of such Person and (B) Control Agreements duly executed and delivered by such Person to the extent required by the Security Documents;

(iii)from Holdings and each Designated Subsidiary that owns Equity Interests in a Subsidiary organized under the laws of Canada or the Cayman Islands, one or more pledge agreements governed by the laws of Canada or the Cayman Islands, as applicable,  in form and substance acceptable to the Required Lenders, necessary or advisable in the opinion of the Required Lenders to secure the Secured Obligations and grant a lien on, and pledge, 100% of such Equity Interests;

(iv)from each Designated Subsidiary that is a Foreign Subsidiary, one or more Security Documents (including, Control Agreements or comparable documentation under the laws of the jurisdiction of organization of such Person), in form and substance acceptable to the Required Lenders, necessary or advisable in the opinion of the Required Lenders to secure the Guaranteed Obligations and grant a Lien on the assets of such Person that constitute Collateral in which a security interest may be obtained under the laws of the jurisdiction of organization of such Person, in each case, duly executed and delivered on behalf of such Person; and

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(v)from Holdings and each Subsidiary (other than Global Geophysical Services Arabia, Ltd.), either (A) a counterpart of the Intercompany Note duly executed and delivered by such Person or (B) in the case of any Person that becomes a Subsidiary after the Closing Date, a supplement to the Intercompany Note, in the form specified therein or in form and substance satisfactory to the Required Lenders, in each case, duly executed and delivered on behalf of such Person;

(b)subject to the requirements set forth in the Security Documents (i) unless such Equity Interests are uncertificated, all certificates representing all of the Equity Interests in any Subsidiary owned by or on behalf of any Loan Party shall have been pledged to the Collateral Agent and such certificates, together with undated stock powers or other appropriate instruments of transfer duly executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, shall have been delivered to the Collateral Agent and (ii) all physical intercompany notes owing from a Loan Party to another Loan Party, together with instruments of transfer duly executed and delivered in blank by an authorized officer of such Loan Party, shall have been delivered to the Collateral Agent;

(c)all documents and instruments, including Uniform Commercial Code financing statements, required by applicable law or requested by the Required Lenders to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been filed, registered or recorded; and

(d)each Loan Party shall have obtained all consents and approvals required by it in connection with the execution and delivery of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting of it of the Liens thereunder.

“Colombian Bankruptcy Proceeding” shall have the meaning assigned to such term in Section 3.26.

“Commitment” shall mean, with respect to each Lender, such Lender’s Term Commitment, Revolving Commitment or Additional Revolving Commitment.

“Communications” shall have the meaning assigned to such term in Section 10.01(d).

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Companies” shall mean Holdings and its Subsidiaries; and “Company” shall mean any one of them.

“Competitor” shall mean any Person designated by Borrower as a “Competitor” on Schedule 1.01(a).

“Compliance Certificate” shall mean a certificate of a Financial Officer substantially in the form of Exhibit D.

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“Confidential Information Memorandum” shall mean that certain confidential information memorandum dated as of October 2014.

“Confirmation Order” shall mean the order confirming the Loan Parties’ Plan of Reorganization in form, scope and substance satisfactory to the Required Lenders and shall include, without limitation, such provisions with respect to the Loan Documents as are reasonably satisfactory to the Lenders and, providing, among other things, (a) that Borrower and the Loan Parties shall be authorized to (i) enter into the Loan Documents, (ii) grant the Liens and security interests and incur or guarantee the Obligations under the Loan Documents, (iii) issue, execute and deliver all documents, agreements and instruments necessary or appropriate to implement and effectuate all obligations under the Loan Documents and to take all other actions necessary to implement and effectuate Borrowings under the Loan Documents and (iv) release and terminate all UCC filings made against Holdings and its Subsidiaries prior to the date of the Confirmation Order and (b) that the Debtors are released from all liability relating to all prior conduct relating to internal compliance with OFAC, anti-terrorism laws and anti-corruption laws to the fullest extent permitted by applicable law.  Except as consented to by the Lenders (with such consent not to be unreasonably withheld or delayed), the Bankruptcy Court’s retention of jurisdiction under the Confirmation Order shall not govern the enforcement of the Loan Documents or any rights or remedies related thereto.

“Consolidated Amortization Expense” shall mean, for any period, the amortization expense of Holdings and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Cash EBITDA” shall mean, for any period, Consolidated Net Income for such period, adjusted by (x) adding thereto, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication:

(a)Consolidated Interest Expense for such period,

(b)Consolidated Amortization Expense for such period,

(c)Consolidated Depreciation Expense for such period,

(d)Consolidated Tax Expense for such period,

(e)the aggregate amount of all other non-cash charges reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period or amortization of a prepaid cash item that was paid in a prior period and excluding any write-down of a right to receive a payment or other consideration) for such period, and

(y)  subtracting therefrom, without duplication:

(a)the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period,

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(b)interest income,

(c)other income, and

(d)Multi-Client Data Development Costs.

“Consolidated Current Assets” shall mean, as at any date of determination, the total assets of Holdings and its Subsidiaries which may properly be classified as current assets (other than assets held for sale) on a consolidated balance sheet of Holdings and its Subsidiaries in accordance with GAAP, excluding cash and Cash Equivalents.

“Consolidated Current Liabilities” shall mean, as at any date of determination, the total liabilities of Holdings and its Subsidiaries which may properly be classified as current liabilities (other than the current portion of any long-term Indebtedness and liabilities held for sale) on a consolidated balance sheet of Holdings and its Subsidiaries in accordance with GAAP.

“Consolidated Depreciation Expense” shall mean, for any period, the depreciation expense of Holdings and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” shall mean, for any period, the total consolidated interest expense of Holdings and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP plus, without duplication:

(a)imputed interest on Capital Lease Obligations and Attributable Indebtedness of Holdings and its Subsidiaries for such period;

(b)commissions, discounts and other fees and charges owed by Holdings or any of its Subsidiaries with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period; and

(c)the interest portion of any deferred payment obligations of Holdings or any of its Subsidiaries for such period;

provided that Consolidated Interest Expense shall be calculated after giving effect to Hedging Agreements related to interest rates (including associated costs), but excluding unrealized gains and losses with respect to Hedging Agreements related to interest rates.

“Consolidated Liquidity” shall mean, for any period, an amount determined for Holdings and its Subsidiaries on a consolidated basis equal to (a) Available Cash plus (b) the amount Borrower is entitled at such time to borrow as Revolving Loans under Section 2.01(b) of the Agreement (after giving effect to all outstanding Revolving Loans); provided that the amount counted pursuant to this clause (b) shall not exceed $5,000,000.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of Holdings and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

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(a)the net income of any person (other than a Subsidiary of Holdings) in which any person other than Holdings and its Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by Holdings or (subject to clause (b) below) any of its Subsidiaries during such period;

(b)the net income of any Subsidiary of Holdings during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not permitted by operation of the terms of its Organizational Documents or any agreement, instrument or Requirement of Law applicable to that Subsidiary during such period, except that Holdings’ equity in net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income;

(c)any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by Holdings or any of its Subsidiaries upon any Asset Sale (other than any dispositions in the ordinary course of business) by Holdings or any of its Subsidiaries or returned surplus assets of any Plan;

(d)gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period;

(e)earnings resulting from any reappraisal, revaluation or write-up of assets;

(f)unrealized gains and losses with respect to Hedging Obligations for such period;

(g)any net after-tax extraordinary or nonrecurring gains or losses (less all fees and expenses related thereto); and

(h)any after tax effect of income (or loss) from discontinued operations and any net after tax gains or losses on disposal of disposed, abandoned or discontinued operations.

“Consolidated Tax Expense” shall mean, for any period, the tax expense of Holdings and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

“Contingent Obligation” shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement obligation arises (which reimbursement obligation shall constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business, typical contractual indemnities provided in the ordinary course of business or any product warranties.  The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

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“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreement” shall mean a control agreement or other similar agreement with the Collateral Agent and a Grantor (as defined in the Security Agreement), in form and substance reasonably satisfactory to the Collateral Agent at the direction of the Required Lenders, in order to give the Collateral Agent “control” (within the meaning set forth in Section 9-104) of the UCC) of such account.

“Credit Extension” shall mean the making of a Loan by a Lender.

“Debt Issuance” shall mean the incurrence by Holdings or any of its Subsidiaries of any Indebtedness after the Closing Date (other than as permitted by Section 6.01).

“Debtors” shall have the meaning assigned to such term in the preamble hereto.

“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

“Default Rate” shall have the meaning assigned to such term in Section 2.06(b).

“Defaulting Lender” shall mean, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified Borrower and the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or Borrower, to confirm in writing to the Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  The Administrative Agent shall not be deemed to have knowledge of any event or circumstance that would make a Lender a Defaulting Lender, other than pursuant to clause (a)(i) above, unless and until the Administrative Agent has received written notice of such event or circumstance.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) upon delivery of written notice of such determination to Borrower and each Lender.

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“Designated Non-Domestic Loan Party” shall mean each Designated Subsidiary that is not a Domestic Subsidiary that (a) directly owns any Equity Interests of a Person that is organized or existing under the laws of the United States, any state thereof or the District of Columbia or (b) otherwise directly owns any asset (including any right arising under any agreement) where, based on the applicable law of the United States, any state thereof or the District of Columbia or of the jurisdiction of organization of such Person, the creation or perfection of a security interest in such Person’s right, title or interest in, to or under such asset is to be determined under the law of the United States, any state thereof or the District of Columbia.

“Designated Subsidiary” shall mean (a) any Domestic Subsidiary, (b) any Subsidiary organized under the laws of the Cayman Islands and (c) any Subsidiary organized under the laws of Canada.

“Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to 181 days after the Final Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests which would otherwise constitute Disqualified Capital Stock pursuant to this definition, in each case at any time on or prior to 181 days after the Final Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, however, that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the 181st day after the Final Maturity Date shall not constitute Disqualified Capital Stock if the payment upon such redemption is contractually subordinated in right of payment to the Obligations.

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“Dividend” with respect to any person shall mean that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such person) or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration (other than Qualified Capital Stock of such person) any of its Equity Interests outstanding (or any options or warrants issued by such person with respect to its Equity Interests).  Without limiting the foregoing, “Dividends” with respect to any person shall also include all payments made or required to be made by such person with respect to any stock appreciation rights, equity incentive or achievement plans or any similar plans.

“dollars” or “$” shall mean lawful money of the United States.

“Domestic Subsidiary” shall mean any Subsidiary that is organized or existing under the laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” shall mean (a) any Lender, (b) an Affiliate of any Lender, (c) an Approved Fund and (d) any other person approved by the Administrative Agent and Borrower (each such approval not to be unreasonably withheld or delayed, and Borrower shall be deemed to have so approved such person unless Borrower shall object thereto by written notice to the Administrative Agent within ten (10) days after Borrower having received notice thereof); provided that (i) no approval of Borrower shall be required (1) during the continuance of an Event of Default or (2) if, after giving effect to such assignment, the Lenders as of the Closing Date shall continue to hold greater than 50% of the sum of all Loans outstanding and unused Commitments and (ii) “Eligible Assignee” shall not include (1) Holdings or any of its Affiliates (including, without limitation, any Permitted Holder) or Subsidiaries, (2) any natural person or (3) any Competitor or any of its Affiliates.

“Embargoed Person” shall have the meaning assigned to such term in Section 6.17.

“Environment” shall mean ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources or as otherwise defined in any Environmental Law.

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“Environmental Claim” shall mean any written claim, notice, or demand, or any order, action, suit, proceeding or other written communication alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (a) the presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (b) any violation or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health, safety or the Environment.

“Environmental Law” shall mean any and all present and future treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements, and the common law, relating to protection of public health or the Environment, the Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health, and any and all Environmental Permits.

“Environmental Permit” shall mean any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under Environmental Law.

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the Closing Date or issued after the Closing Date, but excluding debt securities convertible or exchangeable into such equity.  Without limiting the foregoing, for purposes of Section 6.07, Equity Interests shall include stock appreciation rights, or rights with respect to equity incentive or achievement plans or any similar plans.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation); (b) with respect to a Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived; (c) the failure to timely make a required contribution with respect to any Plan or Multiemployer Plan; (d) the filing pursuant to Section 412(c) of the Code and Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan or any Multiemployer Plan; (e) a determination that a Plan is, or is reasonably expected to be, in “at-risk status” (as defined in Section 303(i)(4) of ERISA); (f) a determination that a Multiemployer Plan is, or is reasonably expected to be, in “endangered status” or in “critical status” (each as defined in Section 305(b) of ERISA); (g) the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (h) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (i) the incurrence by any Company or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (j) the receipt by any Company or its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (k) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Plan; (l) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security; and (m) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any Company.

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“Event of Default” shall have the meaning assigned to such term in Section 8.01.

“Excess Cash Flow” shall mean, for any Excess Cash Flow Period, Consolidated Cash EBITDA for such Excess Cash Flow Period, minus, without duplication:

(a)Cash Interest Expense and payments to prepay, repay, redeem, purchase, defease or otherwise satisfy obligations (including conversion obligations) with respect to Indebtedness of Holdings and its Subsidiaries (except (i) such repayments of Borrowings of Revolving Loans or other borrowings under a revolving credit facility, but including such repayment to the extent there is an equivalent permanent reduction in the commitments related thereto, and (ii) to the extent such repayments are financed with the proceeds of the incurrence of Indebtedness that are not Revolving Loans or other borrowings under a revolving credit facility) to the extent actually made, for such Excess Cash Flow Period;

(b)Capital Expenditures during such Excess Cash Flow Period that are permitted to be made hereunder and are paid in cash (other than Capital Expenditures to the extent financed with the proceeds of the incurrence of Indebtedness);

(c)taxes of Holdings and its Subsidiaries (including any related interest and penalties) that were paid in cash during such Excess Cash Flow Period;

(d)losses (other than any non-cash loss) excluded from the calculation of Consolidated Net Income by operation of clause (c) or (h) of the definition thereof that are incurred during such Excess Cash Flow Period;

(e)cash payments, if any, added back to Consolidated Cash EBITDA pursuant to clause (e) of the definition thereof during such Excess Cash Flow Period; and

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(f)any premium paid in cash during such period in connection with the prepayment, repayment, redemption, purchase, defeasance or other satisfaction prior to scheduled maturity of Indebtedness permitted to be prepaid, repaid, redeemed, purchased, defeased or satisfied hereunder;

provided, that to the extent not already included in Consolidated Net Income, Excess Cash Flow shall include the receipt by Holdings or any Subsidiary of a cash payment or other consideration in connection with the early termination or modification of any contract;

provided further, that any amount deducted pursuant of any of the foregoing clauses that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period; plus, without duplication income or gain excluded from the calculation of Consolidated Net Income by operation of clause (c) or (h) of the definition thereof that is realized in cash during such Excess Cash Flow Period (except to the extent such gain is subject to Section 2.10(g)).

“Excess Cash Flow Period” shall mean (a) with respect to prepayments to be made pursuant to Section 2.10(j) for the fiscal year ending December 31, 2015, the period commencing on the Closing Date and ending on December 31, 2015 and (b) the fiscal year of Holdings ending December 31, 2016 and each fiscal year of Holdings thereafter.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder (each a “recipient” for purposes of this definition), (a) Taxes imposed on or measured by its net income (however denominated), franchise Taxes and branch profits Taxes, in each case imposed on it, by a jurisdiction (or any political subdivision thereof) as a result of the recipient being organized or having its principal office or, in the case of any Lender, its applicable lending office in such jurisdiction, (b) Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transactions pursuant to or enforced any Loan Document or sold or assigned any interest in any Loan or any Loan Document), (c) in the case of a Lender (other than an assignee pursuant to a request by any Loan Party under Section 2.14), with respect to any payment made by or on account of any obligation of any Loan Party, any U.S. federal withholding Tax imposed pursuant to a law in effect at the time such Lender becomes a party hereto (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding Tax pursuant to Section 2.13(a), (d) Taxes resulting from a Lender’s failure to comply with Section 2.13(e) and (e) any U.S. federal withholding Tax imposed under FATCA.

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“Executive Order” shall have the meaning assigned to such term in Section 3.20.

“Existing Maturity Date” shall have the meaning assigned to such term in Section 2.08.

“Extraordinary Receipts” shall mean any cash received by Holdings or any of its Subsidiaries not in the ordinary course of business (and not consisting of Net Cash Proceeds described in clauses (a) through (c) of the definition thereof), including, without limitation, (a) foreign, United States, state or local tax refunds, (b) pension plan reversions, (c) judgments or proceeds of settlements in connection with any cause of action (including any settlement payments in connection with actual or threatened legal actions or assertions of breach of contract claims), excluding any such judgments or proceeds of settlements arising in connection with contracts providing for payments in the ordinary course of business, and (d) indemnity payments; provided, that Extraordinary Receipts shall exclude cash receipts from proceeds of insurance or indemnity payments to the extent such proceeds, awards or payments are received by Holdings or any of its Subsidiaries in respect of any claim by a third party that is not an Affiliate against Holdings or any of its Subsidiaries and actually applied by Holdings or any of its Subsidiaries to pay (or reimburse such third party that is not an Affiliate for its prior payment of) such claim and the reasonable and documented out-of-pocket expenses of such third party that is not an Affiliate with respect thereto.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the Closing Date, (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Final Maturity Date” shall mean the latest of the Term Maturity Date and the Revolving Facility Maturity Date, as of any date of determination.

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“Financial Officer” of any person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such person.

“Financial Plan” shall have the meaning assigned to such term in Section 5.01(f).

“FIRREA” shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“Foreign Lender” shall mean any Lender that is not, for U.S. federal income tax purposes, (a) an individual who is a citizen or resident of the United States, (b) a corporation, partnership or other entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any state thereof or the District of Columbia, (c) an estate whose income is subject to U.S. federal income taxation regardless of its source or (d) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more U.S. Persons have the authority to control all substantial decisions of such trust; provided that for purposes of the definition of Excluded Taxes, with respect to any payment made by or on account of any obligation of any Loan Party, a Foreign Lender shall include a partnership, or other entity treated as a partnership for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States, or any political subdivision thereof, but only to the extent the beneficial owners for U.S. federal income tax purposes of such entity (including indirect partners if the direct partners are partnerships or other entities treated as partnerships for U.S. federal income tax purposes created or organized in or under the laws of the United States, or any political subdivision thereof) are treated as Foreign Lenders under subclauses (a) through (d) of the preceding clause.  For purposes of this definition, the United States of America, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any Company with respect to employees employed outside the United States.

“Foreign Subsidiary” shall mean any direct or indirect Subsidiary of Holdings which is not a Domestic Subsidiary.

“Free Excess Cash Flow” shall have the meaning assigned to such term in Section 2.10(j).

“Fund” shall mean any person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis.

“GGS Seismic Data Library” shall have the meaning assigned to such term in Section 3.06(b).

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“Global Eurasia” shall mean Global Eurasia, LLC, a Delaware limited liability company.

“Governmental Authority” shall mean the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Authorization” shall mean any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Governmental Real Property Disclosure Requirements” shall mean any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

“Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.

“Guarantees” shall mean the guarantees issued pursuant to Article VII by the Guarantors.

“Guarantors” shall mean Holdings and each Designated Subsidiary listed on Schedule 1.01(b) and each other Designated Subsidiary that is, is required to, or becomes a party to this Agreement pursuant to Section 5.10; provided, however, that Global Eurasia shall not be required to be a Guarantor.

“Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product material; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under any Environmental Laws.

“Hedging Agreement” shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies; provided that the term “Hedging Agreement” shall not include any Excluded Swap Obligation.

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“Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.

“Historical Financial Statements” shall have the meaning assigned to such term in Section 3.04(a).

“Holdings” shall have the meaning assigned to such term in the preamble hereto.

“Implemented Compliance Enhancements” shall mean the OFAC and related compliance policies and procedures set forth on Schedule 1.01(c).

“Incremental Effective Date” shall have the meaning assigned to such term in Section 2.16(a).

“Increase Joinder” shall have the meaning assigned to such term in Section 2.16(c).

“Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money or advances; (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person; (d) all obligations of such person issued or assumed as the deferred purchase price of property or services, including, without limitation, earn-outs (excluding trade accounts payable, accrued obligations incurred in the ordinary course of business on normal trade terms and not overdue by more than 30 days (as determined by the date due upon issuance of the invoice or similar statement of amounts due)); (e) all Indebtedness of others secured by any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (f) all Capital Lease Obligations and synthetic lease obligations of such person; (g) all Hedging Obligations to the extent required to be reflected on a balance sheet of such person; (h) all Attributable Indebtedness of such person; (i) all obligations of such person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; (j) all Contingent Obligations of such person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (a) through (i) above; and (k) Disqualified Capital Stock.  The Indebtedness of any person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such person is liable therefor as a result of such person’s ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such person is not liable therefor.  The amount of Indebtedness of any person for purposes of clause (e) above shall (unless such Indebtedness has been assumed by such person) be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such person in good faith.

“Indemnified Taxes” shall mean all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

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“Indemnitee” shall have the meaning assigned to such term in Section 10.03(b).

“Information” shall have the meaning assigned to such term in Section 10.12.

“Insurance Policies” shall mean the insurance policies and coverages required to be maintained by each Loan Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 5.04 and all renewals and extensions thereof.

“Insurance Requirements” shall mean, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

“Intellectual Property Rights” shall mean any and all worldwide (a) rights associated with all works of authorship, including exclusive exploitation rights, copyrights, mask work rights, and moral rights relating to writings, designs, database structure, software (including source code , object code, programming tools, specifications and data)  (“Copyrights”); (b) trademark, service mark, trade name, trade dress, and product configuration  rights, and other rights relating to indications of origin (“Trademarks”); (c) rights associated with trade secrets, know how, databases, and other confidential information having commercial value  (“Trade Secrets”); (d) patents and other rights associated with inventions, discoveries, ideas and industrial property  (“Patents”); (e) rights associated with Internet web sites, domain names, and associated content; and (f) registrations, applications, renewals, extensions, continuations, divisions, or reissues with respect to the foregoing.

“Intercompany Note” shall mean a promissory note substantially in the form of Exhibit E.

“Intercreditor Agreement” shall mean the intercreditor agreement substantially in the form of Exhibit For such other form as is reasonably acceptable to the Administrative Agent at the direction of the Required Lenders.

“Interest Payment Date” shall mean (a) the last Business Day of each calendar month to occur during any period in which the applicable Loan is outstanding and (b) the Term Maturity Date or the Revolving Facility Maturity Date, as the case may be.

“Investments” shall have the meaning assigned to such term in Section 6.04.

“Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit G.

“Lenders” shall mean (a) the financial institutions party hereto on the Closing Date, (b) the Additional Lenders from time to time party hereto and (c) any financial institution that has become a party hereto after the Closing Date pursuant to an Assignment and Assumption, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Assumption.

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“Licensed Software” shall have the meaning assigned to such term in Section 3.06(d).

“Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any option, trust or other arrangement to provide priority or preference, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, and any agreement to give any of the foregoing; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such property; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan” shall mean the loans made by the Lenders to Borrower pursuant to Section 2.01 in the form of Term Loans or Revolving Loans or pursuant to Section 2.16 in the form of Additional Revolving Loans.

“Loan Documents” shall mean this Agreement, the Notes (if any), the Security Documents, the Intercreditor Agreement and any other agreement, document or instrument relating to or accompanying the foregoing.

“Loan Parties” shall mean Borrower and the Guarantors.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) or liabilities of Holdings and its Subsidiaries, taken as a whole; (b) the ability of the Loan Parties to perform any of their obligations under any Loan Document; (c) the remedies available to the Lenders or the Collateral Agent under any Loan Document or the Lenders’ or Collateral Agent’s rights to enforce any material provision of the Loan Documents; (d) the legality, validity, binding effect, or enforceability of any Loan Document on Borrower or the Loan Parties, taken as a whole; or (e) the Collateral or the validity, perfection or priority of the Collateral Agent’s Liens on the Collateral.

“Material Agreement” shall mean each of (a) the Second Lien Loan Documents, (b) any contract or other arrangement to which Holdings or any of its Subsidiaries is a party (other than the Loan Documents) for which breach, non-performance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect, (d) any contract or agreement governing Material Indebtedness, (e) any contract or agreement to which Holdings or any of its Subsidiaries is a party involving the aggregate consideration payable to or by Holdings or any of its Subsidiaries of $5,000,000 (or, in the case of customer contracts, $15,000,000) or more in any Fiscal Year (other than (i) purchase orders in the ordinary course of business of Holdings or any of its Subsidiaries and (ii) contracts that by their terms may be terminated by Holdings or any of its Subsidiaries in the ordinary course of business upon less than 60 days’ notice without penalty or premium, (f) the SEI-GPI Agreement and (g) any licensing agreement with customers relating to Multi-Client Data or Brazilian Multi-Client Data pursuant to which Holdings or any Subsidiary have payment obligations to such customer.

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“Material Foreign Intellectual Property” shall mean all Intellectual Property that is established or registered in any country other than the United States and is material to the business, results of operations, prospects or condition (financial or otherwise) of Holdings and its Subsidiaries, taken as a whole.

“Material Indebtedness” shall mean (a) the Second Lien Credit Agreement and (b) any one or more items of Indebtedness (other than the Loans) of Holdings or any of its Subsidiaries in an in an individual principal amount of $2,000,000 or more or with an aggregate principal amount of $5,000,000 or more.

“Maximum Rate” shall have the meaning assigned to such term in Section 10.14.

“MCD Subsidiary” shall have the meaning assigned to such term in Section 4.01(r).

“Moody’s” shall mean Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Mortgage” shall mean an agreement, including a mortgage, deed of trust, leasehold mortgage, leasehold deed of trust, assignment of leases and rents or any other document, creating and evidencing a Lien on a Mortgaged Property, which shall be substantially in form reasonably satisfactory to the Collateral Agent at the direction of Required Lenders, in each case, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law.

“Mortgaged Property” shall mean (a) each Real Property identified as a Mortgaged Property on Schedule 16 to the Perfection Certificate dated the Closing Date and (b) each Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 5.10(c), but excluding any such Mortgaged Property that ceases to be subject to a Mortgage.

“Multi-Client Data” shall mean any rights (including ownership or licensing) to seismic data surveys worldwide (other than Brazil) and related data collected, compiled, derived, analyzed or acquired by or on behalf of Borrower or any of its Subsidiaries for its multi-client seismic data library or otherwise incorporated or included in such data library whether now existing or hereafter acquired or created.

“Multi-Client Data Development Costs” shall mean, with respect to any period, (a) all cash expended for seismic acquisition costs to develop the multi-client seismic data library of Borrower and its Subsidiaries during such period, minus (b) the amount (which may be a negative number) of (i) deferred revenues attributable to such multi-client seismic data library as of the end of such period, minus (ii) deferred revenues attributable to such multi-client seismic data library as of the beginning of such period.

“Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company or any of its ERISA Affiliate is then making or accruing an obligation to make contributions; (b) to which any Company or any ERISA Affiliate has within the preceding five plan years made contributions; or (c) with respect to which any Company or any of its ERISA Affiliates could incur liability.

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“Net Cash Proceeds” shall mean:

(a)with respect to any Asset Sale (other than any issuance or sale of Equity Interests of Holdings), the cash proceeds received by Holdings or any of its Subsidiaries (including cash proceeds subsequently received (as and when received by Holdings or any of its Subsidiaries) in respect of non-cash consideration initially received), net of (i) selling expenses (including reasonable brokers’ fees or commissions, reasonable incentive bonuses paid to officers and employees, legal, accounting and other professional and transactional fees, transfer and similar taxes, and Holdings’ good faith estimate of income taxes actually paid or payable in connection with such sale and, with respect to any Asset Sale by a Foreign Subsidiary, taxes actually incurred and payable in connection with the repatriation of such cash proceeds to the United States); (ii) amounts required as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with such Asset Sale or (y) any other liabilities retained by Holdings or any of its Subsidiaries associated with the properties sold in such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds); and (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money (other than the Obligations) which is secured by a Lien on the properties sold in such Asset Sale (so long as such Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and which is repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such properties);

(b)with respect to any Debt Issuance, capital contribution or issuance of Equity Interests by Holdings or any of its Subsidiaries, the cash proceeds thereof, net of customary fees, commissions, costs and other expenses actually incurred in cash in connection therewith;

(c)with respect to any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event; and

(d)with respect to any Extraordinary Receipts, the cash received by Holdings or any of its Subsidiaries.

“Non-Defaulting Lender” shall mean, at any time, any Revolving Lender that is not a Defaulting Lender at such time.

“Notes” shall mean each of the Term Notes and the Revolving Notes.

“Obligations” shall mean (a) obligations of Borrower and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) all other monetary obligations, including fees (including attorney fees), costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Borrower and the other Loan Parties under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Borrower and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents; provided that the term “Obligations” shall not include any Excluded Swap Obligation.

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“OFAC” shall have the meaning assigned to such term in Section 3.20(b).

“Officer’s Certificate” shall mean a certificate executed by a Responsible Officer, in his or her official (and not individual) capacity.

“Organizational Documents” shall mean, with respect to any person, (a) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such person, (b) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (c) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (d) in the case of any general partnership, the partnership agreement (or similar document) of such person and (e) in any other case, the functional equivalent of the foregoing.

“Other Taxes” shall mean all present or future stamp, court or documentary taxes and any other excise, property, intangible, recording, filing or similar taxes, charges or levies which arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“Participant” shall have the meaning assigned to such term in Section 10.04(d).

“Participant Register” shall have the meaning assigned to such term in Section 10.04(d).

“Patriot Act” shall mean the United States PATRIOT Act (Title III of Pub. L. 107-56).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Perfection Certificate” shall have the meaning assigned to such term in the Security Agreement.

“Permitted Collateral Liens” shall mean (a) in the case of Collateral other than Mortgaged Property, Permitted Liens and (b) in the case of Mortgaged Property, the Liens described in clauses (a), (b), (c), (d), (f), (g), (k), (m) and (p) of Section 6.02; provided, however, on the Closing Date or upon the date of delivery of each additional Mortgage under Section 5.10 or 5.11, Permitted Collateral Liens shall mean only those Liens set forth in Schedule B to the applicable Mortgage.

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“Permitted Holders” shall mean Achievement Master Fund Ltd. (f/k/a PEAK6 Achievement Master Fund Ltd.), Barclays Bank PLC, Candlewood Special Situations Master Fund, Ltd., CWD OC 522 Master Fund, Ltd., Credit Suisse Loan Funding LLC, Credit Suisse Securities (USA) LLC, Litespeed Master Fund Ltd., Third Avenue Focused Credit Fund, Wingspan Master Fund, LP, Flagler Master Fund SPC Ltd. - Class A Portfolio, and any of their Affiliates or direct or indirect wholly-owned Subsidiaries, whether acting individually or in a group of any or all of the foregoing entities.

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

“Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any Company or any of its ERISA Affiliates or with respect to which any Company or any of its ERISA Affiliates could incur liability (including under Section 4069 of ERISA).

“Plan of Reorganization” shall have the meaning assigned to such term in the recitals hereto.

“Platform” shall have the meaning assigned to such term in Section 10.01(d).

“Pledge Agreement shall mean a First Lien Pledge Agreement substantially in the form of Exhibit K among the Loan Parties and Collateral Agent for the benefit of the Secured Parties.

“Pledge Agreement Collateral” shall mean, as of any date, all property then pledged or granted as collateral pursuant to the Pledge Agreement (a) on the Closing Date or (b) thereafter pursuant to Section 5.10.

“Predecessor Credit Agreement” shall mean that certain Financing Agreement, dated as of April 14, 2014 and amended as of August 15, 2014, among Borrower, certain Subsidiaries of Borrower, as guarantors, the lenders from time to time party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent.

“Premises” shall have the meaning assigned thereto in the applicable Mortgage.

“property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

“Proprietary Software” shall have the meaning assigned to such term in Section 3.06(c).

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“Purchase Money Obligation” shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any person) or the cost of installation, construction or improvement of any property and any Refinancing thereof; provided, however, that (a) such Indebtedness is incurred within 180 days after such acquisition, installation, construction or improvement of such property by such person and (b) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement plus fees and expenses reasonably related thereto.

“Qualified Capital Stock” of any person shall mean any Equity Interests of such person that are not Disqualified Capital Stock.

“Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guaranty under Section 7.11 becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Real Property” shall mean, collectively, all right, title and interest (including any fee, leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Refinance” shall mean, with respect to any Indebtedness, any modification, refinancing, refunding, renewal, replacement, extension or exchange thereof. “Refinanced” and “Refinancing” shall have the corresponding meanings.

“Register” shall have the meaning assigned to such term in Section 10.04(c).

“Registered Intellectual Property” means all Intellectual Property Rights that are registered or filed with any Governmental Authority, including all patents, registered copyrights, registered trademarks and registered domain names and all applications for any of the foregoing.

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

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“Related Parties” shall mean, with respect to any person, such person’s Affiliates and the directors, officers, employees, agents and advisors of such person and of such person’s Affiliates.

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

“Required Lenders” shall mean Lenders having more than 50% of the sum of all Loans outstanding and unused Commitments; provided that the Loans and unused Commitments of any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” shall mean, at any time, Lenders having Revolving Credit Exposures and unused Revolving Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Revolving Commitments at such time; provided that the Revolving Credit Exposures and unused Revolving Commitments of any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Required Term Lenders” shall mean Term Lenders having more than 50% of the sum of all Term Loans outstanding and unused Term Commitments; provided that the Term Loans and unused Term Commitments of any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders.

“Requirements of Law” shall mean, collectively, any and all requirements of any Governmental Authority including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law.

“Response” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, abate or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

“Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement.

“Revolving Borrowing” shall mean Revolving Loans made on the same date.

“Revolving Commitment” shall mean, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.10, (b) increased from time to time pursuant to Section 2.16 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04.  The initial amount of each Revolving Lender’s Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or other documentation contemplated hereby pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable.

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“Revolving Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).

“Revolving Commitment Increase” shall have the meaning assigned to such term in Section 2.16(a).

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans at such time.

“Revolving Facility Applicable Margin” shall mean, for any day, (a) with respect to any outstanding Revolving Loan, 9.0% per annum or (b) with respect to the Revolving Commitment Fees payable hereunder, 0.75% per annum.

“Revolving Facility Maturity Date” shall mean the later of (a) February [8], 2017 and (b) if the maturity date is extended pursuant to Section 2.08, May [8], 2017; provided, however, in either case, if such date is not a Business Day, the first Business Day thereafter (unless such next Business Day is not in the same calendar month, in which case the next preceding Business Day).

“Revolving Lenders” shall mean the Persons listed on Schedule 2.01 and any other Person that shall have become a Revolving Lender hereunder pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Revolving Loan” shall mean a Loan made pursuant to Section 2.01(b).

“Revolving Notes” shall mean any notes evidencing the Revolving Loans issued pursuant to this agreement, if any, substantially in the form of Exhibit H-2.

“Rollover Amount” shall have the meaning assigned to such term in Section 6.09(c).

“S&P” shall mean Standard & Poor’s Financial Services LLC and any successor to its rating agency business.

“Sale and Leaseback Transaction” shall have the meaning assigned to such term in Section 6.03.

“Sanctioned Country” shall mean, at any time, a country or territory which is the subject or target of any Sanctions that would prohibit or restrict business dealings with any Person operating, organized or resident in such country (currently, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

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“Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the or by the United Nations Security Council, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person.

“Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“SEC” shall mean the Securities and Exchange Commission, or any Governmental Authority succeeding to its principal functions.

“SEC Filing” as to Holdings, shall mean any public filings that Holdings has made pursuant to the U.S. federal securities, statutes, rules or regulations prior to the Closing Date.

“Second Lien Collateral Agent” shall mean Wilmington Trust, National Association.

“Second Lien Credit Agreement” shall mean the Second Lien Credit Agreement, dated as of the Closing Date, by and among Borrower, Holdings, the other guarantors party thereto, the lenders party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the Intercreditor Agreement.

“Second Lien Loan Documents” shall mean the Second Lien Credit Agreement and the other Loan Documents as defined in the Second Lien Credit Agreement, all as amended, restated, supplemented or otherwise modified from time to time or refinanced or replaced in accordance with the Intercreditor Agreement.

“Secured Obligations” shall mean (a) the Obligations, (b) the due and punctual payment and performance of all obligations of Borrower and the other Loan Parties under each Hedging Agreement entered into with any counterparty that is a Secured Party and (c) the due and punctual payment and performance of all obligations of Borrower and the other Loan Parties (including overdrafts and related liabilities) under each Treasury Services Agreement existing on or entered into after the Closing Date, in each case with any counterparty that is a Secured Party; provided, that, with respect to clauses (b) and (c), the applicable Secured Party shall notify the Administrative Agent of such arrangements with the Company and the amounts owing to such Secured Party thereunder; provided, further, that the term “Secured Obligations” shall not include any Excluded Swap Obligation.

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“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, the Lenders and each counterparty to a Hedging Agreement or Treasury Services Agreement existing on or entered into after the Closing Date if such person was an Agent or a Lender or an Affiliate of an Agent or a Lender (a) on the Closing Date, in the case of a Hedging Agreement or Treasury Services Agreement existing on the Closing Date or (b) at the date of entering into such Hedging Agreement or Treasury Services Agreement, in the case of a Hedging Agreement or Treasury Services Agreement entered into after the Closing Date.

“Securities Collateral” shall have the meaning assigned to the term “Collateral” in the Pledge Agreement.

“Security Agreement” shall mean a First Lien Security Agreement substantially in the form of Exhibit I among the Loan Parties and Collateral Agent for the benefit of the Secured Parties.

“Security Agreement Collateral” shall mean, as of any date, all property then pledged or granted as collateral pursuant to the Security Agreement (a) on the Closing Date or (b) thereafter pursuant to Section 5.10.

“Security Documents” shall mean the Security Agreement, the Pledge Agreement, the Mortgages, the Control Agreements and each other security document or pledge agreement delivered in accordance with applicable local or foreign law (including pursuant to the definition of “Collateral and Guarantee Requirement”, Sections 5.10 and 5.11) to grant a valid, perfected security interest in any property as collateral for the Secured Obligations, and all UCC or other financing statements or instruments of perfection required by this Agreement, the Security Agreement, the Pledge Agreement, any Mortgage, the Control Agreements or any other such security document or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to the Security Agreement, the Pledge Agreement, any Mortgage, any Control Agreement and any other document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on any property as collateral for the Secured Obligations.

“SEI-GPI Agreement”  shall mean the Amended and Restated Licensing Agreement dated as of December 4, 2014 (and effective as of the Effective Date), by and between SEI_GPI JV LLC, a Texas limited liability company, and the Borrower.

“Specified Payments” shall mean all payments to be made by Holdings or any of its Subsidiaries on or after the Closing Date in connection with the Cases, including, without limitation, payments of contract cures, Section 503(b)(9) claims, professional fees and expenses, any financing fees payable to the Lenders, the amount to be distributed to the unsecured creditors under the Plan and KEIP and KERP payments.

“Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (a) any corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the Voting Stock (other than securities or interests having voting power only by reason of the occurrence of a contingency) are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (b) any partnership (i) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (ii) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (c) any other person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent.  Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of Holdings.

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“Survey” shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent at the direction of the Required Lenders) to the Administrative Agent, the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and to issue a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), naming the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance satisfactory to the Administrative Agent at the direction of Required Lenders and/or (b) otherwise acceptable to the Collateral Agent at the direction of Required Lenders.

“Swap Obligation” shall mean, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Tax Return” shall mean all original and amended returns, declarations, claims for refund reports, estimates, information returns and statements required to be filed with a taxing authority in respect of any Taxes, including any schedules, forms or other required attachments thereto.

“Tax” or “Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Applicable Margin” shall mean a percentage per annum equal to 12.5% per annum.

“Term Borrowing” shall mean Term Loans made on the same date.

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“Term Commitment” shall mean, with respect to each Term Lender, the commitment, if any, of such Term Lender to make a Term Loan hereunder on the Closing Date, as set forth on Schedule 2.01.  The initial aggregate amount of the Term Lenders’ Commitments is $60,000,000.

“Term Lender” shall mean a Lender with a Term Commitment or Term Loan.

“Term Loan” shall mean a loan made on the Closing Date pursuant to Section 2.01(a).

“Term Maturity Date” shall mean the later of (a) February 8, 2017 and (b) if the maturity date is extended pursuant to Section 2.08, May 8, 2017; provided, however, in either case, if such date is not a Business Day, the first Business Day thereafter (unless such next Business Day is not in the same calendar month, in which case the next preceding Business Day).

“Term Notes” shall mean any notes evidencing the Term Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit H-1.

“Title Company” shall mean any title insurance company as shall be retained by Holdings and reasonably acceptable to the Administrative Agent at the direction of Required Lenders.

“Transactions” shall mean, collectively, (a) consummation of the Plan of Reorganization, (b) the entering into the Loan Documents and the Second Lien Loan Documents and the initial borrowings thereunder on the Closing Date and (c) the payment of fees and expenses in connection with the foregoing.

“Transferred Guarantor” shall have the meaning assigned to such term in Section 7.09.

“Treasury Services Agreement” shall mean any agreement relating to treasury, depositary and cash management services (including, for the avoidance of doubt, credit cards, merchant cards, purchase cards and debit cards) or automated clearinghouse transfer of funds; provided that the term “Treasury Services Agreement” shall not include any Excluded Swap Obligation.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

“United States” shall mean the United States of America.

“U.S. Person” shall mean a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” shall have the meaning given to it in Section 2.13(e)(iii).

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“Voting Stock” shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such person.

“Wholly Owned Subsidiary” shall mean, as to any person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares) is at the time owned by such person and/or one or more Wholly Owned Subsidiaries of such person and (b) any partnership, association, joint venture, limited liability company or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100% equity interest at such time.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02Classification of Loans and Borrowings.  For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Class (e.g., a “Term Loan” or a “Term Borrowing”).

SECTION 1.03Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (g) “on,” when used with respect to the Mortgaged Property or any property adjacent to the Mortgaged Property, means “on, in, under, above or about.”

SECTION 1.04Accounting Terms; GAAP.  Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP as in effect from time to time; provided that, if Holdings or the Required Lenders notify the Administrative Agent that they request an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Lenders and Holdings shall negotiate in good faith to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders) and until so amended, (a) accounting terms used in any ratio or requirement and not otherwise defined in this Agreement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Holdings shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided, further, that all terms of an accounting or financial nature (including, without limitation, the definitions of Capital Lease Obligations, Consolidated Interest Expense and Indebtedness) shall be construed without giving effect to (i) any changes to the current GAAP accounting model for leases of the type described in the FASB and IASB joint exposure draft published on August 17, 2010 entitled “Leases (Topic 840)” or otherwise arising out of the FASB project on lease accounting described in such exposure draft, (ii) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities), or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Loan Parties at “fair value”, as defined therein and (iii) any treatment of Indebtedness relating to convertible or equity-linked securities under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) requiring the valuation of any such Indebtedness in a reduced or bifurcated manner as described therein.

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SECTION 1.05Payments.  All payments made under this Agreement shall be made in cash in immediately available funds unless expressly provided otherwise.

SECTION 1.06Resolution of Drafting Ambiguities.  Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

ARTICLE II

THE CREDITS

SECTION 2.01Commitments.  Subject to the terms and conditions herein:

(a)each Term Lender agrees, severally and not jointly, to make a Term Loan to Borrower in Dollars on the Closing Date in a principal amount not to exceed its Term Commitment, and

(b)each Revolving Lender agrees to make Revolving Loans to Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) the sum of the total Revolving Credit Exposures exceeding the Aggregate Revolving Commitment, each determined at the time of such Borrowing.  Within the foregoing limits and subject to the terms and conditions set forth herein, Borrower may borrow, repay and reborrow Revolving Loans.

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Amounts paid or prepaid in respect of any Term Loans may not be reborrowed.

SECTION 2.02Loans.

(a)Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender).  Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $2,000,000 or (ii) equal to the remaining available balance of the applicable Commitments.

(b)Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 noon, New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

SECTION 2.03Borrowing Procedure.  To request a Credit Extension, Borrower shall deliver, by facsimile, a duly completed and executed Borrowing Request to the Administrative Agent not later than 12:00 noon, New York City time, three (3) Business Days before the date of the proposed Borrowing.  Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(a)the Class of Loans requested;

(b)the aggregate amount of such Borrowing of each Class;

(c)the date of such Borrowing, which shall be a Business Day;

(d)the location and number of Borrower’s account to which funds are to be disbursed; and

(e)that the conditions set forth in Sections 4.02(b)-(d) have been satisfied as of the date of the Borrowing Request.

Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

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SECTION 2.04Evidence of Debt; Repayment of Loans.

(a)Promise to Repay.  Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, the principal amount of each Loan of such Lender as provided in Section 2.09.

(b)Lender and Administrative Agent Records.  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.  The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder and the Class thereof; (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.  The entries made in the accounts maintained pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of Borrower to repay the Loans in accordance with their terms.  The Register shall be available for inspection by Borrower, the Administrative Agent and its affiliates and, with respect to its own position, any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(c)Promissory Notes.  Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans made by it be evidenced by a promissory note.  In such event, Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit H-1 or Exhibit H-2, as the case may be.  Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the payee named therein.

SECTION 2.05Fees.

(a)Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee (“Revolving Commitment Fee”), which shall accrue at the Revolving Facility Applicable Margin on the average daily amount of the unused Revolving Commitment of such Revolving Lender during the period from and including the Closing Date to but excluding the date on which the Revolving Commitment of such Revolving Lender terminates.  Accrued Revolving Commitment Fees shall be payable in arrears on the last day of each calendar month of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof.  All Revolving Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b)Borrower agrees to pay to the Administrative Agent and the Collateral Agent, for its own account, the administrative fees payable in the amounts and at the times separately agreed upon between Borrower and the Administrative Agent and the Collateral Agent (collectively, the “Administrative Agent Fees”).  The Administrative Agent Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent and the Collateral Agent, respectively.  Once paid, none of the Administrative Agent Fees shall be refundable under any circumstances.

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(c)Borrower agrees to pay to the Administrative Agent for the account of each Lender an upfront fee in an amount equal to 3.00% of an amount equal to (i) the Revolving Commitment of such Lender plus (ii) the Term Commitment of such Lender, in each case, as of the Closing Date, on the Closing Date.

(d)Borrower agrees to pay to the Administrative Agent for the account of each Lender an exit fee in an amount equal to 3.00% of an amount equal to (i) the Revolving Commitment of such Lender plus (ii) the Term Commitment of such Lender, in each case, as of the Closing Date (the “Exit Fee”).  The Exit Fee is fully earned as of the Closing Date.  Each  repayment or prepayment of Term Loans and termination or reduction of Revolving Commitments shall be accompanied by a portion of the Exit Fee (ratably in accordance with the percentage of the aggregate principal amount of the Term Loans to be prepaid or repaid or the Revolving Commitments terminated or reduced), whether such prepayment or repayment or termination or reductions is optional or mandatory and whether occurring prior to or after an Event of Default.  The aggregate amount paid under this paragraph (d) shall equal the Exit Fee.

(e)All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent for distribution, in the case of Revolving Commitment Fees and participation fees, to the Lenders.  Any such fees paid shall not be refundable under any circumstances.

SECTION 2.06Interest on Loans.

(a)Loans.  Subject to the provisions of Section 2.06(b), (i) the Term Loans shall bear interest at a rate per annum equal to the Term Applicable Margin and (ii) the Revolving Loans shall bear interest at a rate per annum equal to the Revolving Facility Applicable Margin.

(b)Default Rate.  Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, all principal of or interest on any Loan or any fee or other amount payable by Borrower hereunder shall, to the extent permitted by applicable law, bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of amounts constituting principal of or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in Section 2.06(a) or (ii) in the case of any other amount, 2%  (in either case, the “Default Rate”).

(c)Interest Payment Dates.  Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section 2.06(b) shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

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(d)Interest Calculation.  All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

SECTION 2.07Termination of Term Loan Commitments.  The Term Commitments automatically terminate upon the making of the Term Loans on the Closing Date.

SECTION 2.08Extension of Maturity Date.  Borrower may prior to the Revolving Facility Maturity Date and the Term Maturity Date then in effect hereunder with respect to the Loans (the “Existing Maturity Date”) extend the Existing Maturity Date of both of the Revolving Facility Maturity Date and the Term Maturity Date, in each case, by three (3) months, subject to the following terms and conditions: (a) not later than thirty (30) days prior to the Existing Maturity Date, Borrower shall deliver irrevocable written notice indicating its intention to extend the Existing Maturity Date to the Administrative Agent (which shall promptly notify each of the Lenders), (b) Borrower shall pay to the Administrative Agent for the account of each Lender an extension fee in an amount equal to 0.75% of the Revolving Commitment of such Lender and aggregate principal amount of the outstanding Term Loans of such Lender as of the date of such request and (c) Borrower shall deliver to the Administrative Agent a certificate dated as of the Existing Maturity Date signed by a Responsible Officer of Borrower certifying that, before and after giving effect to such extension, (i) no Default or Event of Default exists and (ii) all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with such effect as though such representations and warranties had been made on the Existing Maturity Date, except to the extent such representations and warranties expressly relate to an earlier date.  This Section 2.08 shall supersede any provisions in Section 10.02 to the contrary.

SECTION 2.09Repayment of Borrowings.  To the extent not previously paid, all Term Loans shall be due and payable on the Term Maturity Date and all Revolving Loans shall be due and payable on the Revolving Facility Maturity Date.

SECTION 2.10Optional and Mandatory Prepayments of Loans; Reduction of Revolving Commitments.  Subject to Section 2.05(d):

(a)Optional Prepayments.  Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of this Section 2.10; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 or, if less, the outstanding principal amount of such Borrowing.

(b)Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Facility Maturity Date.

(c)Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 (unless the Revolving Commitments will be reduced to zero) and (ii) Borrower shall not terminate or reduce the Revolving Commitments if and to the extent that, after giving effect to any concurrent prepayment of the Loans in accordance with this Section 2.10, the amount of the sum of the Revolving Credit Exposures would exceed the Aggregate Revolving Commitment.

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(d)Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under Section 2.10(c) at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof.  Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof.  Each notice delivered by Borrower pursuant to this Section 2.10(d) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by Borrower may state that such notice is conditioned upon the effectiveness of other indebtedness specified therein, in which case such notice may be revoked or the date of such termination delayed by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  Any termination or reduction of the Revolving Commitments shall be permanent.  Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

(e)In the event and on each occasion on or prior to the Revolving Facility Maturity Date that the sum of the Revolving Credit Exposures exceeds the Aggregate Revolving Commitment, Borrower shall prepay Revolving Loans in an aggregate amount equal to such excess.

(f)Asset Sales.  Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Asset Sale by Holdings or any of its Subsidiaries consummated on or after the Closing Date, Borrower shall make or cause to be made prepayments in accordance with Sections 2.10(l) and (m) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

(i)no such prepayment shall be required under this Section 2.10(f) with respect to any Asset Sale permitted by Sections 6.06(a), (c), (d), (e), (f) or (g); and

(ii)so long as no Event of Default shall then exist or would arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested in fixed, capital or other long-term assets used or useful in the business of Holdings or any of its Subsidiaries within 90 days (or, if the cash held pending reinvestment is held in Deposit Accounts subject to Control Agreements, 180 days) following the date of such Asset Sale or, if some or all of such Net Cash Proceeds are scheduled to be received more than 90 days (or, if the cash held pending reinvestment is held in Deposit Accounts subject to Control Agreements, 180 days) after such Asset Sale, within 90 days (or, if the cash held pending reinvestment is held in Deposit Accounts subject to Control Agreements, 180 days) following the receipt thereof (which Officer’s Certificate shall set forth the estimates of the proceeds to be so expended); provided that (A) the amount of Net Cash Proceeds that may be reinvested pursuant to this Section 2.10(f)(ii) shall not exceed $6,000,000 per fiscal year, (B) if all or any portion of such Net Cash Proceeds is not so reinvested within either such 90-day period (or 180-day period, as applicable), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f); (C) if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; (D) if the property subject to such Asset Sale was owned by a Loan Party, the property purchased with the Net Cash Proceeds from such Asset Sale must be owned by a Loan Party; (E) if the property subject to such Asset Sale was owned by a Loan Party, any cash held pending reinvestment shall be held in Deposit Accounts subject to Control Agreements and (F) any cash held pending reinvestment shall not count in the calculation of Available Cash.

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(g)Debt Issuance.  Not later than one (1) Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance by Holdings or any of its Subsidiaries, Borrower shall make or cause to be made prepayments in accordance with Section 2.10(l) and (m) in an aggregate amount equal to 100% of such Net Cash Proceeds.

(h)Equity Issuance.  Not later than three (3) Business Day following the receipt of any Net Cash Proceeds from a capital contribution to, or the issuance of Equity Interests of, Holdings or any of its Subsidiaries (other than Equity Interests issued (i) pursuant to any employee stock or stock option compensation plan, including any management incentive plan, (ii) by any Subsidiary of Holdings to its parent company or (iii) upon the exercise of any warrants issued pursuant to the Plan of Reorganization), Borrower shall make or cause to be made prepayments in accordance with Section 2.10(l) and (m) in an aggregate principal amount equal to 100% of such Net Cash Proceeds; provided, that with respect to Net Cash Proceeds in an aggregate amount of up to $6,000,000 during the term of this Agreement resulting from a capital contribution from, or the issuance of Equity Interests to, any Permitted Holder, so long as no Default shall then exist or arise therefrom, Borrower shall only be required to make or cause to be made prepayments with respect to such Net Cash Proceeds in an aggregate principal amount equal to 33% of such Net Cash Proceeds;

(i)Casualty Events.  Not later than five (5) Business Days following the receipt of any Net Cash Proceeds from a Casualty Event by Holdings or any of its Subsidiaries, Borrower shall make or cause to be made prepayments in accordance with Section 2.10(l) and (m) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

(i)so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that Holdings shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets or other long-term assets used or useful in the business of Holdings or any of its Subsidiaries no later than 90 days (or, if the cash held pending reinvestment is held in Deposit Accounts subject to Control Agreements, 180 days) following the date of receipt of such proceeds; provided that (A) the amount of Net Cash Proceeds that may be applied pursuant to this Section 2.10(i)(i) shall not exceed $6,000,000 per fiscal year; (B) if all or any portion of the Net Cash Proceeds are not so applied in such 90-day period (or 180-day period, as applicable), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(i); (C) if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; (D) if the property subject to such Casualty Event was owned by a Loan Party, the property purchased with the Net Cash Proceeds from such Casualty Event must be owned by a Loan Party; (E) if the property subject to such Casualty Event was owned by a Loan Party, any cash held pending reinvestment shall be held in Deposit Accounts subject to Control Agreements and (F) any cash held pending application shall not count in the calculation of Available Cash;

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(j)Excess Cash Flow.  No later than five (5) Business Days after the date on which the financial statements with respect to each fiscal year of Holdings are or are required to be delivered pursuant to Section 5.01(c) (without giving effect to any grace period applicable thereto), commencing with the fiscal year ending December 31, 2015, in the event that Excess Cash Flow shall exceed $10,000,000 (the amount by which such Excess Cash Flow exceeds $10,000,000, being referred to herein as “Free Excess Cash Flow”), Borrower shall make or cause to be made prepayments of Term Loans in accordance with Sections 2.10(l) and (m) in an aggregate amount equal to 75.0% of Free Excess Cash Flow for the Excess Cash Flow Period then last ended.

(k)Extraordinary Receipts.  No later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Extraordinary Receipts by Holdings or any of its Subsidiaries in an amount in excess of $2,000,000, Borrower shall make or cause to be made prepayments in accordance with Section 2.10(l) and (m) in an aggregate amount equal to 100% of such Net Cash Proceeds.

(l)Application of Prepayments.  Each prepayment of Loans pursuant to Section 2.10(f), (g), (h), (i), (j) or (k) shall be applied (i) first, to the Term Loans, ratably to each Term Lender thereof and (B) after all Term Loans have been repaid in full, to the Revolving Loans, without a simultaneous reduction of the Revolving Commitments in an equal amount.  Subject to the foregoing, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(m), subject to the provisions of Section 2.10(l).  For the avoidance of doubt, any prepayments of Loans pursuant to Section 2.10(a) shall be applied as specified by Borrower.

(m)Notice of Prepayment.  Borrower shall notify the Administrative Agent by written notice of any prepayment hereunder not later than 12:00 noon, New York City time, three (3) Business Days before the date of prepayment.  Each such notice shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by Borrower may state that such notice is conditioned upon the effectiveness of other Indebtedness specified therein, in which case such notice may be revoked or the date of such prepayment delayed by Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied.  Each such notice shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other Indebtedness, in which case such notice of prepayment may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment if such condition is not satisfied).  Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.  Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10.  Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06.

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SECTION 2.11Yield Protection.

(a)Increased Costs Generally.  If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in, by any Lender;

(ii)subject the Administrative Agent or any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Other Taxes, (C) Taxes described in clauses (a) and (c) through (e) of the definition of Excluded Taxes, and (D) Taxes described in clause (b) of the definition of Excluded Taxes that are imposed on or measured by net income (however denominated) or that are franchise or branch profit taxes) on its loans, loan principal, letters of credit, commitments, or other obligations or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or participation therein;

and the result of any of the foregoing shall be to increase the cost to the Administrative Agent or such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the Administrative Agent or such Lender hereunder (whether of principal, interest or otherwise), in each case by or in an amount which the Administrative Agent or such Lender in its sole judgment deems material in the context of this Agreement and its Loans hereunder, then Borrower will pay to the Administrative Agent or such Lender, as the case may be, such additional amount or amounts as will compensate the Administrative Agent or such Lender, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements.  If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), by an amount which such Lender in its sole judgment deems to be material in the context of this Agreement and its Loans and Commitments hereunder, then from time to time Borrower will pay to such Lender, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

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(c)Certificates for Reimbursement.  A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to Borrower and shall be conclusive absent manifest error.  Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

(d)Delay in Requests.  If any Lender becomes entitled to claim any amounts pursuant to clauses (a) or (b) or this Section 2.11, such Lender shall use reasonable efforts to notify Borrower (with a copy to the Administrative Agent) as promptly as practicable of the event by reason of which it has become so entitled; provided that any failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.12Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a)Payments Generally.  Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest or fees or amounts payable under Sections 2.11, 2.13 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim, other than for Taxes as set forth in Section 2.13.  Any amounts received after such time on any date may be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at its offices at 500 Delaware Avenue, 11th Floor, Wilmington, DE 19801, except that payments pursuant to Sections 2.11, 2.13 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein.  The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof.  If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.  All payments under each Loan Document shall be made in dollars, except as expressly specified otherwise.

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(b)Pro Rata Treatment.  Except as expressly provided otherwise,

(i)each payment by Borrower of interest in respect of the Loans of any Class shall be applied to the amounts of such obligations owing to the Lenders of such Class pro rata according to the respective amounts then due and owing to such Lenders.

(ii)each payment on account of principal of the Loans in respect of any Class of Loans shall be allocated among the Lenders of such Class pro rata based on the principal amount of the Loans of such Class held by such Lenders.

(c)Insufficient Funds.  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties.  It is understood that the foregoing does not apply to any adequate protection payments under any federal, state or foreign bankruptcy, insolvency, receivership or similar proceeding, and that the Administrative Agent may, subject to any applicable federal, state or foreign bankruptcy, insolvency, receivership or similar orders, distribute any adequate protection payments it receives on behalf of the Lenders to the Lenders at the direction of the Required Lenders (i.e., whether to pay the earliest accrued interest, all accrued interest on a pro rata basis or otherwise).

(d)Sharing of Setoff.  If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that, unless otherwise permitted in this Agreement:

(i)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to Holdings or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

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Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.  If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.12(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.12(d) to share in the benefits of the recovery of such secured claim.

(e)Borrower Default.  Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that Borrower will not make such payment, the Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

SECTION 2.13Taxes.

(a)Payments Free of Taxes.  Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Taxes except as required by any applicable Requirements of Law.  If any applicable Requirements of Law require (as determined in the good faith discretion of an applicable withholding agent) the deduction or withholding of any Taxes by any Loan Party or the Administrative Agent from such payments, then (i) if such Taxes are Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings for Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 2.13) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings for Indemnified Taxes or Other Taxes been made, (ii) the applicable withholding agent shall make such deductions or withholdings and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(b)Payment of Other Taxes by Borrower.  Without limiting the provisions of paragraph (a) above, Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(c)Indemnification by Borrower.  Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.13) imposed on or asserted against the Administrative Agent or such Lender by any Governmental Authority or otherwise payable by the Administrative Agent or such Lender (as determined in the good faith sole discretion of the Administrative Agent or such Lender) and reasonable expenses arising therefrom or with respect thereto, regardless of whether such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Government Authority.  A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, along with a reasonably detailed explanation or calculation of such payment or liability, or such other evidence that such Indemnified Taxes or Other Taxes have been imposed or assessed or otherwise become payable as Borrower may reasonably request, shall be conclusive absent manifest error.

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(d)Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority under this Section 2.13, the applicable Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent at the direction of the Required Lenders.

(e)Status of Lenders.

(i)Any Lender (which, solely for purposes of this Section 2.13(e), shall include the Administrative Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable Requirements of Law or reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, in the case of any withholding tax other than U.S. federal withholding taxes, the completion, execution and submission of such forms shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing,

(A)any Lender that is a U.S. Person shall deliver to Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax.

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(B)Each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i)executed copies of Internal Revenue Service Form W-8BEN, Form W-8BEN-E or any successor form claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii)executed copies of Internal Revenue Service Form W-8ECI,

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a non-bank tax certificate, in substantially the form of Exhibit L-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code related to Borrower (a “U.S. Tax Compliance Certificate”) and (y) executed copies of Internal Revenue Service Form W-8BEN, Form W-8BEN-E or any successor form,

(iv)to the extent a Foreign Lender is not the beneficial owner for U.S. federal income tax purposes (for example, where the Foreign Lender is a partnership or participating Lender granting a typical participation), executed copies of Internal Revenue Service Form W-8IMY, accompanied by a Form W-8ECI, Form W-8BEN, Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-3 or Exhibit L-4, Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate, in substantially the same form of Exhibit L-2, on behalf of such beneficial owner(s), or

(v)any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit Borrower to determine the withholding or deduction required to be made.

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(C)If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 147 1 (b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or the Administrative Agent as may be necessary for Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(D)In addition, each Lender agrees that from time to time after the date it becomes a Lender, when a lapse in time or change in the Lender’s circumstances renders the previous certification expired, obsolete or inaccurate in any material respect, it will, to the extent legally able to do so, deliver to Borrower and the Administrative Agent two new accurate and executed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (or Form W-8BEN-E) (with respect to the benefits of any income tax treaty), a non-bank tax certificate and a Form W-8BEN (or Form W-8BEN-E) (with respect to the portfolio interest exemption) or Internal Revenue Service Form W-8IMY, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States federal withholding tax with respect to payments under the Loan Documents or promptly notify Borrower and the Administrative Agent of any change in the Non-U.S. Lender’s circumstances which would modify or render invalid any previously claimed exemption or reduction.

(f)Treatment of Certain Refunds.  If the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.13, it shall promptly pay to the applicable Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Loan Parties under this Section 2.13 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.  This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax Returns (or any other information relating to its taxes that it deems confidential) to Borrower or any other person.  Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to a Loan Party pursuant to this paragraph (f) the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

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(g)Indemnification by the Lenders.  Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.04(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (g).

(h)Survival.  Each party’s obligations under this Section 2.13 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i)Defined Terms.  For purposes of this Section 2.13, the terms “Requirements of Law” and “applicable law” include FATCA.

SECTION 2.14Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office.  Before or reasonably promptly after any Lender requests compensation under Section 2.11, or requires Borrower to pay any Indemnified Tax, Other Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, or if any Lender has become a Defaulting Lender, then, at the request of Borrower, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.11 or 2.13, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.  A certificate setting forth such costs and expenses submitted by such Lender to Borrower shall be conclusive absent manifest error.

(b)Replacement of Lenders.  If (i) any Lender requests compensation under Section 2.11, (ii) any Loan Party is required to pay any Indemnified Tax, Other Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender defaults in its obligation to fund Loans hereunder or (iv) any Lender shall decline to consent to any modification or waiver hereunder requiring 100% of the Lenders affected thereby (or of an affected type or the type set forth in clauses (i) through (xiv) of Section 10.02(b) to consent thereto) and, in such case the Required Lenders have already consented thereto, then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.11 or Section 2.13) and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

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(i)Borrower shall have paid to the Administrative Agent the processing and recordation fee specified in Section 10.04(b);

(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments thereafter; and

(iv)such assignment does not conflict with applicable Requirements of Law.

Upon receipt by the applicable Lender of all amounts required to be paid to such Lender pursuant to this Section 2.14(b), the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Lender, and any such Assignment and Assumption so executed by the Administrative Agent and assignee shall be effective for purposes of this Section 2.14(b) and Section 10.04.  A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

SECTION 2.15Defaulting Lenders.

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(a)Defaulting Lender Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)Waivers and Amendments.  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of Required Lenders, Required Term Lenders or Required Revolving Lenders.

(ii)Defaulting Lender Waterfall.  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agents hereunder; second, as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Revolving Commitments without giving effect to Section 2.15(a)(iv).  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Certain Fees.  (A) No Defaulting Lender shall be entitled to receive any Revolving Commitment Fee for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

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(B)With respect to any fees not required to be paid to any Defaulting Lender pursuant to clause (A) above, Borrower shall not be required to pay the remaining amount of any such fee.

(b)Defaulting Lender Cure.  If Borrower and Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as may be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

SECTION 2.16Increase in Commitments.

(a)Borrower Request.  Borrower may by written notice to the Administrative Agent elect to request one or more increases in the amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”) in an amount not in excess of $10,000,000 in the aggregate and not less than $5,000,000 individually.  Each such notice shall specify (i) the date (each, an “Incremental Effective Date”) on which Borrower proposes that the Revolving Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom Borrower proposes any portion of such Revolving Commitment Increase be allocated and the amounts of such allocations; provided, that any existing Lender approached to provide all or a portion of the Revolving Commitment Increase may elect or decline, in its sole discretion, to provide such Revolving Commitment Increase.  Upon each increase in the Revolving Commitments pursuant to this Section 2.16, if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid.

(b)Conditions.  The Revolving Commitment Increase shall become effective, as of such Incremental Effective Date; provided, that:

(i)each of the conditions set forth in Section 4.02 shall be satisfied;

(ii)no Default shall have occurred and be continuing or would result from giving effect to such Revolving Commitment Increase or any Credit Extension to be made on the Incremental Effective Date or the use of proceeds thereof; and

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(iii)Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent at the direction of the Required Lenders in connection with any such transaction.

(c)Terms of Revolving Commitment Increases.  The terms and provisions of Loans made pursuant to the Revolving Commitment Increases shall be as follows:

(i)terms and provisions of Revolving Commitments made pursuant to Revolving Commitment Increases (such Revolving Commitments being designated as “Additional Revolving Commitments”) and Revolving Loans made pursuant to Revolving Commitment Increases (such Loans being designated as “Additional Revolving Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Revolving Commitments or the Revolving Loans, as applicable;

(ii)(A) Revolving Commitment Increases shall not mature earlier than the Revolving Facility Maturity Date and (B) the effectiveness of any Revolving Commitment Increase shall not result in there being more than three (3) separate maturity dates in effect for all Revolving Commitments;

(iii)in the event that the All-in Yield for any Additional Revolving Loans is more than 0.50% per annum greater than the All-in Yield for the Revolving Loans, then the Applicable Margin for the Revolving Loans shall be increased to the extent necessary so that the All-in Yield for such Additional Revolving Loans shall not be more than 0.50% per annum greater than the All-in Yield for the Revolving Loans; and

(iv)to the extent that (A) Revolving Commitment Increases are not identical to the Revolving Commitments or (B) Additional Revolving Loans are not identical to the Revolving Loans then outstanding (except to the extent permitted by clauses (ii) or (iii) above), they shall be reasonably satisfactory to the Required Lenders.

The Revolving Commitment Increases shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such Revolving Commitment Increase, in form and substance satisfactory to each of them and the Required Lenders.  The Increase Joinder may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Required Lenders, to effect the provisions of this Section 2.16.  In addition, unless otherwise specifically provided herein, all references in Loan Documents to Loans shall be deemed, unless the context otherwise requires, to include references to Loans made pursuant to Revolving Commitment Increases and Additional Revolving Loans made pursuant to this Agreement.

(d)Equal and Ratable Benefit.  The Loans and Commitments established pursuant to this Section 2.16 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents.  The Loan Parties shall take any actions reasonably required by the Administrative Agent at the direction of the Required Lenders to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such Additional Revolving Commitments or Additional Revolving Loans.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

On the Closing Date and the date of each Credit Extension, each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent and each of the Lenders that, after giving effect to the terms of the Confirmation Order:

SECTION 3.01Organization; Powers.  Each Company (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and to own and lease its property, and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification is required, except to the extent that any failure under clause (b) or this clause (c) to comply therewith, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.02Authorization; Enforceability.  The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party.  This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03No Conflicts.  The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created by the Loan Documents, (iii) routine Tax filings or (iv) one or more filings with the SEC describing the Transactions (b) will not violate the Organizational Documents of any Company, (c) will not violate any Requirement of Law, (d) will not violate or result in a default or require any consent or approval under any indenture or financing agreement or instrument, or any other material agreement binding upon any Company or its property, or give rise to a right thereunder to require any payment to be made by any Company, (e) will not result in the creation or imposition of any Lien on any property of any Company, except Liens created by the Loan Documents and Permitted Lien or (e) result in any default, non-compliance, suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval applicable to its operations or any of its properties.

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SECTION 3.04Financial Statements; Projections.

(a)Historical Financial Statements.  Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Borrower, in each case (i) as of and for the fiscal years ended December 31, 2011, December 31, 2012 and December 31, 2013, audited by and accompanied by the opinion of UHY LLP (in each case as set forth in and subject to the qualifications set forth in Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013) and (ii) as of and for the fiscal quarters (and period of the fiscal year) ended March 31, 2014, June 30, 2014 and September 30, 2014 unaudited (in each case as set forth in Borrower’s Quarterly Report on Form 10-Q for each of such fiscal quarters), but certified by a Financial Officer (collectively, the “Historical Financial Statements”).  Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (b) have been prepared in accordance with GAAP and fairly present, in all material respects, the financial condition and results of operations and cash flows, on a consolidated basis, of Borrower and its consolidated Subsidiaries, in each case as of the dates and for the periods to which they relate (subject, in the case of financial statements referred to in clause (ii), to normal year-end audit adjustment and the absence of footnotes).

(b)No Liabilities; Material Changes.  Except as set forth in the financial statements referred to in Section 3.04(a), as of the Closing Date, there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect.

(c)Forecasts.  The forecasts of financial performance of Holdings and its Subsidiaries in the financial projections attached as Schedule 3.04(c) have been prepared in good faith by Holdings and based on estimates and assumptions believed by Holdings to be reasonable and fair in light of the facts and circumstances known to Holdings at the time of preparation thereof (it being understood that actual results may vary materially from such forecasts).

SECTION 3.05Properties.

(a)Generally.  Each Company has good, valid, marketable title to, or leasehold interests in, all its property material to its business, free and clear of all Liens except for, in the case of Collateral, Permitted Collateral Liens and, in the case of all other material property, Permitted Liens and minor irregularities or deficiencies in title that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.  The tangible property of the Companies, taken as a whole, is in good operating order, condition and repair (ordinary wear and tear excepted).

(b)Real Property.  Schedule 17 to the Perfection Certificate dated the Closing Date contains a true and complete list of each interest in Real Property (i) owned by any Loan Party as of the Closing Date and describes the type of interest therein held by such Loan Party and (ii) leased, licensed, subleased or otherwise occupied or utilized by any Loan Party, as lessee, sublessee, franchisee or licensee, as of the Closing Date and describes the type of interest therein held by such Loan Party.  With respect to the Real Property referenced in Section 3.05(b)(ii), such schedules to the Perfection Certificate dated the Closing Date also set forth a complete and accurate list of all leases, licenses, subleases, or other occupancy agreements, including all amendments, guarantees, and agreements by which any Person other than the Company or any of its Subsidiaries may occupy such space (including, without limitation, subleases, sub-subleases, licenses, or other occupancy agreements whereby a Loan Party is a landlord, lessor, licensor, sublandlord, sublessor, sublicensor, or other similar party) (individually or collectively, as the context may require, “Lease”), a copy of each of which have been made available to the Agents and Lenders prior to the date hereof.  No other Real Property owned or leased by any Loan Party other than the Real Property set forth on Schedule 17 to the Perfection Certificate dated the Closing Date, is reasonably necessary to for the Loan Parties to conduct the business of the Loan Parties as same is presently being conducted and presently anticipated to be conducted.  The Loan Parties have the right to use such Real Property for the purposes such Real Property are currently being used and same are being used materially in compliance with applicable Laws.  No Loan Party or any Subsidiary thereof has the right or option to purchase, possess, use, or occupy any real property other than the Real Property set forth on Schedule 17 to the Perfection Certificate dated the Closing Date.  None of the Loan Parties nor any of their Subsidiaries are obligated to pay any brokerage commission or fee in connection with any of the Real Property set forth on Schedule 17 to the Perfection Certificate dated the Closing Date.

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(c)No Casualty Event.  No Company has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any material portion of its property.  No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development or the Federal Emergency Management Agency (or any successor agency) as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto) unless flood insurance available under such Act has been obtained in accordance with Section 5.04.

(d)Collateral.  Each Loan Party owns or has rights to use all of the Collateral (other than Intellectual Property) and all rights with respect to any of the foregoing used in, necessary for or material to such Loan Party’s business as currently conducted.  The use by such Loan Party of such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any person other than such infringement which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.  No claim has been made in writing and remains outstanding that such Loan Party’s use of any Collateral (other than Intellectual Property) does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06Intellectual Property.

(a)Ownership/No Claims.  Each Loan Party owns or is validly licensed to use all Intellectual Property Rights necessary for the conduct of its business as presently conducted.  Each item of Registered Intellectual Property identified on Schedule 11 to the Perfection Certificate is exclusively owned by one or more of the Loan Parties (“Borrower Registered Intellectual Property”).  Except as set forth in Schedule 3.06(a), as of the Closing Date, there are no pending proceedings by any person directly challenging the validity or enforceability of any Borrower Registered Intellectual Property.  The use of such Intellectual Property by each Loan Party does not infringe the rights of any person,.

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(b)One or more of the Loan Parties exclusively owns all rights in and to the GGS Seismic Data Library, free and clear of all Liens (except as set forth in Schedule 3.06(b) and subject to the terms of the SEI-GPI Agreement).  Each Loan Party has taken all reasonable steps to safeguard and maintain the secrecy and confidentiality of, and proprietary rights in, the GGS Seismic Data Library and its contents.  All third parties (other than customers) with possession of one or more copies of the GGS Seismic Data Library have entered into contractual arrangements pursuant to which such third party has agreed to safeguard and maintain the secrecy and confidentiality of, and proprietary rights in, the GGS Seismic Library and its contents.  Except as provided for in the SEI-GPI Agreement, each copy of the GGS Seismic Data Library is within the possession or control of a Loan Party, and, to the knowledge of the Loan Parties, no Person has misappropriated, misused, or otherwise violated a Loan Party’s rights in or to any part of the GGS Seismic Data Library.  “GGS Seismic Data Library” means the structure and content of the database of Multi-Client Data and/or Brazilian Multi-Client Data compiled by and on behalf of one or more of the Loan Parties, including but not limited to the data described in Schedule 3.06(b).

(c)Schedule 3.06(c) sets forth a true, accurate, and complete list of all material computer software owned, or purported to be owned by the Companies (the “Proprietary Software”) as of the Closing Date.  The Companies exclusively own all right, title and interest in the Proprietary Software free and clear of all Liens (other than the rights of custodians and security companies under agreement set forth in Schedule 3.06(b)).  No Proprietary Software is the subject of any Proceeding before any governmental, registration or other authority in any jurisdiction, including any office action or other form of preliminary or final refusal of registration.

(d)Schedule 3.06(d) sets forth a true, accurate, and complete list of all material computer software and databases used, reproduced, modified, or redistributed by a Loan Party, excluding shrink-wrap click-wrap or similar nonexclusive, royalty-free licenses to off-the-shelf software on similar standard terms (the “Licensed Software”) as of the Closing Date.  Any use, reproduction, modification, distribution, and sublicensing of the Licensed Software by the Loan Party is authorized pursuant to the terms of the license to which the Loan Party is a party.

(e)Registrations.  Except (i) pursuant to licenses and other user agreements entered into by each Loan Party in the ordinary course of business and (ii) licenses and other user agreements that are listed in Schedule 11 to the Perfection Certificate, on and as of the Closing Date, each Loan Party possesses all rights to use or grant licenses in respect of the GGS Seismic Data Library, the Proprietary Software, and Borrower Registered Intellectual Property owned by such Loan Party.  To the knowledge of each Loan Party, all registrations for Borrower Registered Intellectual Property listed in Schedule 11 to the Perfection Certificate owned by such Loan Party, other than pending applications, are valid and enforceable.

(f)No Violations or Proceedings.  To each Loan Party’s knowledge, on and as of the Closing Date, there is no violation by others of any right of such Loan Party with respect to the GGS Seismic Data Library, the Proprietary Software, or any Borrower Registered Intellectual Property listed in Schedule 11 to the Perfection Certificate, pledged by it under the name of such Loan Party.

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(g)Ownership of Material Foreign Intellectual Property.  The Loan Parties collectively own all Material Foreign Intellectual Property except to the extent the transfer of any such Material Foreign Intellectual Property owned by a Foreign Subsidiary that is not a Loan Party to a Loan Party would or could reasonably be expected to (i) result in a material increase in the amounts included in the gross income of a United States shareholder of such Foreign Subsidiary pursuant to Section 951 (or a successor provision) of the Code, (ii) result in a material amount of transfer Taxes or a material non-U.S. Tax liability of such Foreign Subsidiary that would not be incurred absent such transfer or (iii) materially increase the future Taxes of Holdings and its Subsidiaries (taking into account any offsetting Tax savings or other benefits), in each case as reasonably determined by Holdings.

SECTION 3.07Equity Interests and Subsidiaries.

(a)Equity Interests.  Schedule 1 to the Pledge Agreement dated the Closing Date sets forth a list of (i) Holdings and each of its Subsidiaries and their jurisdictions of organization (as to each Loan Party) as of the Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date.  Except as set forth on Schedule 1 to the Pledge Agreement, all Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of Holdings, are owned by Holdings, directly or indirectly through Wholly Owned Subsidiaries.  Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Pledge Agreement, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Agreement or the Pledge Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

(b)No Consent of Third Parties Required.  No consent of any person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Pledge Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Agreement or the Pledge Agreement or the exercise of remedies in respect thereof.

(c)Organizational Chart.  An accurate organizational chart, showing the ownership structure of Holdings and each Subsidiary on the Closing Date and after giving effect to the Transactions, is set forth on Schedule 3.07(c).

SECTION 3.08Litigation; Compliance with Laws.  Except as set forth on Schedule 3.08, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened in writing against or affecting any Company or any business, property or rights of any Company (i) that involve any Loan Document or the Transactions or (ii) in which there is a reasonable likelihood of an adverse determination that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.  Except for matters covered by Section 3.18, no Company or any of its property is in violation of, nor will the continued operation of its property as currently conducted violate, any Requirements of Law (including any zoning or building ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting any Company’s Real Property or is in default with respect to any Requirement of Law, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

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SECTION 3.09Agreements.  No Company is a party to any agreement or instrument or subject to any restriction in its Organizational Documents that has resulted or could reasonably be expected to result in a Material Adverse Effect.  Schedule 3.09, together with any updates pursuant to Section 5.02(g), contains a true, correct and complete list of all Material Agreements. All Material Agreements are in full force and effect and are enforceable in accordance with their terms and no Company is in default in any manner under any provision of any Material Agreement, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default.  Each Company is in compliance with its Organizational Documents.

SECTION 3.10Federal Reserve Regulations.  No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.  No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the regulations of the Board, including Regulation T, U or X.  The pledge of the Securities Collateral pursuant to the Security Agreement and/or the Pledge Agreement does not violate such regulations.

SECTION 3.11Governmental Regulation.  No Company is subject to regulation under the Public Utility Holding Company Act of 2005, the Federal Power Act or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.  No Company is an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

SECTION 3.12Use of Proceeds.  Borrower will use the proceeds of Term Loans and Revolving Loans (a) on and after the Closing Date to pay Chapter 11 emergence costs of Holdings and its Subsidiaries (including repayment of the Predecessor Credit Agreement) and to pay expenses related thereto and (b) after the Closing Date for general corporate purposes, including working capital (but will not use any Loans for any speculative purposes, including, without limitation, for any Multi-Client Data Development Costs or to fund development costs (unless such development costs have been fully underwritten by a third party pursuant to a contractual arrangement with the Company) associated with Multi-Client Data or Brazilian Multi-Client Data).

SECTION 3.13Taxes.  All Federal and all other material tax returns and reports of each Company required to be filed have been timely filed, and all material taxes due and payable and all assessments, fees and other governmental charges upon any Company and upon their respective properties, assets, income, business and franchises which are due and payable have been paid when due and payable.  No Company knows of any proposed tax assessment against any Company in excess of $500,000 in the aggregate which is not being actively contested by a Company in good faith and by appropriate proceedings or which is not being treated under the Plan of Reorganization; provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

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SECTION 3.14No Material Misstatements.  No written information, report, financial statement, certificate, Borrowing Request, exhibit or schedule furnished by or on behalf of any Company to the Administrative Agent or any Lender (excluding information of a general economic or general industry nature, projected financial information or other forward looking information) in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a whole with all such information, and the Confidential Information Memorandum, contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, each Company represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such information, report, financial statement, exhibit or schedule, it being recognized by the Lenders that such projections and forecasts as they relate to future events are not to be viewed as fact and that factual results during the period or periods covered by such projections and forecasts may differ from such projections and forecasts and such differences may be material.  There are no facts known to any Company (other than matters of a general economic or general industry nature) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished to the Administrative Agent or the Lenders for use in connection with the transactions contemplated hereby.

SECTION 3.15Labor Matters.  As of the Closing Date, there are no strikes, lockouts or slowdowns against any Company pending or, to the knowledge of any Company, threatened in writing except as in the aggregate could not reasonably be expected to result in a Material Adverse Effect.  The hours worked by and payments made to employees of any Company have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable federal, state, local or foreign law dealing with such matters in any manner which could reasonably be expected to result in a Material Adverse Effect.  All payments due from any Company, or for which any claim may be made against any Company, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Company except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.  The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Company is bound.

SECTION 3.16Solvency.  Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, (a) the fair value of the properties of Holdings and its Subsidiaries, taken as a whole, will exceed the Obligations; (b) Holdings and its Subsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (c) Holdings and its Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

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SECTION 3.17Employee Benefit Plans.  To the extent applicable, each Company and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder.  No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect or the imposition of a Lien on any of the property of any Company or its ERISA Affiliates.  As of the Closing Date, the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the property of all such underfunded Plans by a material amount.  Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, no material Withdrawal Liability would be incurred by any Company or its ERISA Affiliates to any Multiemployer Plan in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan.

To the extent applicable, each Foreign Plan is in material compliance with its terms and with the requirements of any and all applicable Requirements of Law and, where required, is in good standing with applicable regulatory authorities.  No Company has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan.  The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of the respective Company on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan by a material amount, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued.

SECTION 3.18Environmental Matters.

(a)Except as set forth in Schedule 3.18 and except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:

(i)The Companies and their businesses, operations and Real Property are in compliance with, and the Loan Parties have no liability under, any applicable Environmental Law;

(ii)The Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, all such Environmental Permits are valid and in good standing;

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(iii)There is no Environmental Claim pending or, to the knowledge of the Companies, threatened, against the Companies, relating to the Real Property currently or formerly owned, leased or operated by the Companies or their predecessors in interest or relating to the operations of the Companies, and there are no actions, activities, circumstances, conditions, events or incidents that could form the basis of such an Environmental Claim; and

(iv)No person with an indemnity or contribution obligation to the Companies relating to compliance with or liability under Environmental Law is in default with respect to such obligation.

(b)Except as set forth in Schedule 3.18:

(i)No Company is obligated to perform any material action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Company is conducting or financing any Response pursuant to any Environmental Law with respect to any Real Property or any other location;

(ii)No property owned, operated or leased by the Companies and, to the knowledge of the Companies, no property formerly owned, operated or leased by the Companies or any of their predecessors in interest is (i) listed or formally proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority including any such list relating to Releases of petroleum;

(iii)No Lien has been recorded or, to the knowledge of any Company, threatened, under any Environmental Law with respect to any Real Property or other assets of the Companies;

(iv)The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Requirements or any other applicable Environmental Law; and

(v)The Companies have made available to the Lenders all material records and files in the possession, custody or control of, or otherwise reasonably available to, the Companies concerning compliance with or liability of the Companies under Environmental Law, including those concerning the actual or suspected Release or threatened Release of Hazardous Material at, on under or from any Real Property or other facilities currently or formerly owned, operated, leased or used by the Companies.

(c)The representations and warranties contained in this Section 3.18 are the sole and exclusive representations and warranties of the Companies with respect to Environmental Laws and Hazardous Materials.

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SECTION 3.19Security Documents.

(a)Security Agreement.  Each of the Security Agreement and Pledge Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and the Pledge Agreement Collateral, as applicable (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)) and, when (i) financing statements and other filings in appropriate form are filed in the appropriate office and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral and/or the Pledge Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement and/or the Pledge Agreement), the Liens created by the Security Agreement and the Pledge Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral and the Pledge Agreement Collateral (other than such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Collateral Liens.

(b)PTO Filing; Copyright Office Filing.  When the Security Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Liens created by such Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens.

(c)Mortgages.  Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Required Lenders, and when the Mortgages are filed in the offices specified on Schedule 12 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.10 and 5.11, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.10 and 5.11), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by such Mortgage.

(d)Valid Liens.  Each Security Document delivered pursuant to Sections 5.10 and 5.11 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Document), such Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral Liens.  No consent is needed in connection with the granting of any Mortgage on any Real Property of any Loan Party, which has not been obtained, or will not be obtained with respect to any Mortgage hereinafter granted, prior to the granting thereof.

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SECTION 3.20Sanctions.

(a)No Loan Party nor its Affiliates is in violation of any Sanctions.

(b)No Loan Party, Affiliate or broker or other agent of such Loan Party acting or benefiting in any capacity in connection with the Loans is a Sanctioned Person.

(c)No Loan Party (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person or Sanctioned Country, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Sanctions, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, Sanctions.

SECTION 3.21Anti-Corruption Laws & Sanctions.  Borrower has implemented and maintain in effect policies and procedures (including, without limitation, the Implemented Compliance Enhancements) designed to ensure compliance by Borrower, its Subsidiaries and its respective directors, officers, employees and agents with Anti-Corruption Laws and Sanctions, and Borrower, its Subsidiaries and its respective directors, officers and employees and to the knowledge of Borrower its agents, are in compliance with Anti-Corruption Laws and Sanctions.  None of (a) Borrower, any Subsidiary, their respective directors, officers or employees, or (b) to the knowledge of Borrower, after due inquiry, any agent of Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.  No Borrowing, use of proceeds or other transaction contemplated by the Credit Agreement will violate Anti-Corruption Laws or Sanctions.

SECTION 3.22No Material Adverse Effect.  Since January 1, 2015, there has been no Material Adverse Effect; provided, however, that any effect on or change in the condition, assets or liabilities of Holdings and its Subsidiaries that occurred since January 1, 2015 as a result of or in connection with the Cases, shall not be deemed a Material Adverse Effect.

SECTION 3.23Customers and Suppliers.  There exists no actual or threatened termination, cancellation or limitation of, or modification to or change in, the business relationship between (a) any Company, on the one hand, and any customer or group thereof, on the other hand, whose agreements with any Company are individually or in the aggregate material to the business or operations of such Company, or (b) any Company, on the one hand, and any supplier or group thereof, on the other hand, whose agreements with any Company are individually or in the aggregate material to the business or operations of any Company, in each case, that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

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SECTION 3.24Insurance.  Each Company keeps its property adequately insured and maintains (a) insurance to such extent and against such risks as is customary with companies in the same or similar businesses, (b) workmen’s compensation insurance in the amount required by applicable law, (c) public liability insurance, in the amount customary with companies in the same or similar business against claims for personal injury or death on properties owned, occupied or controlled by it, and (d) such other insurance as may be required by law.

SECTION 3.25Permits, Etc.  Each Loan Party has, and is in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations required for such Person lawfully to own, lease, manage or operate, or to acquire, each business currently owned, leased, managed or operated, or to be acquired, by such Person, which, if not obtained, could not reasonably be expected to have a Material Adverse Effect.  No condition exists or event has occurred, which, in itself or with the giving of notice or laps of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license, authorization, approval, entitlement or accreditation, and there is no claim that any such permit, license, authorization, approval, entitlement or accreditation is not in full force and effect, except, as to the extent any such condition, event or claim could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.26Colombian Bankruptcy Proceeding.

(a)On or about May 8, 2014, Borrower sought an order from the Superintendencia de Sociedades de Bogota (a Colombian insolvency court) recognizing the chapter 11 cases as a foreign main proceeding under Title III of law 1116 of 2006.  On May 19, 2014, the Superintendencia de Sociedades de Bogota granted the Borrower’s request, entering an order that, among other things, recognized the Borrower’s chapter 11 Case for purposes of Colombian law, ordered the cessation of certain enforcement and collection efforts initiated by creditors Colombia, and further directed the various Colombian civil courts to withdraw and otherwise lift prior embargos and seizures that had been ordered.  The Superintendencia de Sociedades de Bogota did not order the commencement of a separate insolvency case in Colombia for the Borrower.  The proceedings described in this Section 3.26 are collectively referred to herein as the “Colombian Bankruptcy Proceeding”.

(b)As of the Closing Date, no Loan Party has, and the Loan Parties collectively do not have, property and assets (including but not limited to cash and Cash Equivalents, Real Property or equipment) located in the Republic of Colombia with an aggregate value in excess of $3,000,000.

SECTION 3.27Global Eurasia.  Global Eurasia does not have property and assets (including but not limited to cash and Cash Equivalents, Real Property or equipment) with an aggregate value in excess of $25,000.

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ARTICLE IV

CONDITIONS TO CREDIT EXTENSIONS

SECTION 4.01Conditions to Effectiveness of this Agreement.  The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02):

(a)The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent at the direction of the Required Lenders (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other legal opinions, certificates, documents, instruments and agreements as the Lenders shall reasonably request in connection with the Transactions, all in form and substance satisfactory to the Lenders and their respective counsel.

(b)The Administrative Agent shall have received, on behalf of itself, the other Agents and the Lenders, a favorable written opinion of Baker Botts L.L.P., special counsel for the Loan Parties, addressed to the Agents and the Lenders from time to time party thereto and in a form reasonably satisfactory to the Lenders.

(c)The Administrative Agent shall have received a solvency certificate in the form of Exhibit J to this Agreement, dated the Closing Date and signed by the chief financial officer of Holdings.

(d)The Administrative Agent shall have received such documents and certificates as the Lenders or their respective counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Lenders.

(e)There shall not be any investigation or review pending (or to the knowledge of Holdings, threatened) by any Governmental Authority with respect to Holdings or any of its Subsidiaries, that could reasonably be expected to have a Material Adverse Effect and there are no actions, suits, inquiries, investigations or proceedings pending (or to the knowledge of Holdings, threatened) against or affecting Holdings or any of its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before any governmental entity, in each case that could reasonably be expected to have a Material Adverse Effect.

(f)There shall not have occurred any event, development or circumstance since January 1, 2015 that has had or could reasonably be expected to have a Material Adverse Effect.

(g)The conditions set forth in Section 4.02(b) through 4.02(d) of this Agreement shall be satisfied on and as of the Closing Date with respect to the Credit Extensions to be made on the Closing Date by the Term Lenders.

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(h)The Administrative Agent shall have received all Administrative Agent Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the legal fees and expenses of Willkie Farr & Gallagher LLP and Kelley Drye & Warren LLP), and the fees and expenses of any counsel, local counsel, foreign counsel, appraisers, consultants and other advisors required to be reimbursed or paid by Borrower hereunder or under any other Loan Document.

(i)Subject to Section 5.17, the Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date.  Subject to Section 5.17, the Collateral and Guarantee Requirement shall have been satisfied substantially simultaneously with the initial Credit Extensions to be made on the Closing Date.

(j)The Administrative Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Lenders that any Liens not permitted under Section 6.02 have been or will be contemporaneously released or terminated.

(k)The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance satisfactory to the Lenders.

(l)The Lenders shall have received the financial statements and report referred to in Section 3.04.

(m)The Lenders shall have received, to the extent requested at least three (3) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

(n)All principal, premium, if any, interest, fees and other amounts due under the Predecessor Credit Agreement shall have been or will be, substantially simultaneously with the initial funding of the Loans on the Closing Date, discharged, satisfied and terminated (provided, that certain amounts due under the Predecessor Credit Agreement may be deemed Indebtedness under the Second Lien Credit Agreement) and the Lenders shall have received reasonably satisfactory evidence thereof. All guarantees and security in support of principal, premium, if any, interest, fees or other amounts due under the Predecessor Credit Agreement shall have been or will be, substantially simultaneously with the initial funding of the Loans on the Closing Date, discharged and released and the Lenders shall have received reasonably satisfactory evidence thereof.  It is understood and acknowledged by the Administrative Agent and the Lenders that the Confirmation Order shall satisfy this Section 4.01(n).

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(o)Confirmation Hearing and Order.  A confirmation hearing with the Bankruptcy Court for the Plan of Reorganization shall have been held on or prior to February 6, 2015 and the Bankruptcy Court shall have entered the Confirmation Order.

(p)Plan of Reorganization.  The terms and provisions of the Plan of Reorganization shall be reasonably satisfactory to the Lenders (it being acknowledged by the Lenders that the terms and provisions of the Plan of Reorganization, dated October 31, 2014 and filed with the Bankruptcy Court Docket Number 987, are satisfactory).

(q)Consummation of Plan of Reorganization.  The Administrative Agent shall have received evidence, reasonably satisfactory to the Lenders, that (i) the effective date under the Plan of Reorganization shall have occurred, the Confirmation Order shall be valid, subsisting and continuing as a final order provided, that the applicable appeal period for such order need not have expired) and all conditions precedent to the effectiveness of the Plan of Reorganization shall have been fulfilled, or validly waived, including, without limitation, the execution, delivery and performance of all of the conditions thereof other than conditions that have been validly waived (but not including conditions consisting of the effectiveness of the Loan Documents), and (ii) no motion, action or proceeding by any creditor or other party-in-interest to the Cases which could materially adversely affect the Plan of Reorganization, the consummation of the Plan of Reorganization, the business or operations of the Credit Parties or the transactions contemplated by the Loan Documents, as determined by the Lenders in good faith, shall be pending.

(r)On or prior to the Closing Date, Borrower shall cause a new directly wholly-owned Domestic Subsidiary to be formed, which such Subsidiary shall be a Guarantor (the “MCD Subsidiary”) and transfer ownership of all Multi-Client Data to the MCD Subsidiary.

(s)The Administrative Agent and the Lenders shall have received an Officer’s Certificate certifying that the Implemented Compliance Enhancements have been adopted and implemented.

(t)The Lenders shall have received satisfactory evidence that Holdings and its Subsidiaries shall have unrestricted cash on hand of at least $11,250,000, without giving effect to any Specified Payments and without giving effect to any Borrowings of Revolving Loans.

SECTION 4.02All Credit Extensions.  The obligation of each Lender to fund any Credit Extension requested to be made shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4.02.

(a)Notice.  The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) if Loans are being requested.

(b)No Default.  Borrower and each other Loan Party shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and, at the time of and immediately after giving effect to such Credit Extension and the application of the proceeds thereof, no Default shall have occurred and be continuing on such date.

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(c)Representations and Warranties.  Each of the representations and warranties made by any Loan Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(d)No Legal Bar.  No order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making the Loans to be made by it.  No injunction or other restraining order shall have been issued, shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.

(e)Use of Proceeds.  The Administrative Agent shall have received an Officer’s Certificate certifying that the proceeds of such Borrowing will be used in compliance with Section 5.08 and are not being used for any speculative purpose.

The delivery of a Borrowing Request and the acceptance by Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty by Borrower and each other Loan Party that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the conditions contained in Sections 4.02(b)-(d) have been satisfied.  Borrower shall provide such information (including, if applicable, calculations in reasonable detail of the covenants in Section 6.09) as the Required Lenders may reasonably request to confirm that the conditions in Sections 4.02(b)-(d) have been satisfied.

ARTICLE V

AFFIRMATIVE COVENANTS

Each Loan Party covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan and all Administrative Agent Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations for which no claim has been asserted) unless the Required Lenders shall otherwise consent in writing, each Loan Party will, and will cause each of its Subsidiaries to:

SECTION 5.01Financial Statements, Reports, etc.  Furnish to the Administrative Agent (who shall promptly make available to the Lenders):

(a)Monthly Reports.

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(i)As soon as available, and in any event within 15 days after the end of each month, (A) a 13-week cash requirement forecast setting forth projected cash receipts and disbursements of the Loan Parties and projected borrowings of Revolving Loans for the periods covered thereby and (B) a sales report for the preceding calendar month;

(ii)As soon as available, and in any event within (A) 45 days after the month ending February 28, 2015 and (B) 30 days after the end of each month thereafter, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the end of such month and the related consolidated and consolidating statements of income, consolidated statements of stockholders' equity and consolidated statements of cash flows of Holdings and its Subsidiaries for such month and for the period from the beginning of the then current fiscal year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (beginning with the month ending February 29, 2016) and the corresponding figures from the Financial Plan for the current fiscal year, all in reasonable detail, together with a schedule of reconciliations for any reclassifications with respect to prior months or periods (and, in connection therewith, copies of any restated financial statements for any impacted month or period), certified by a Financial Officer as fairly presenting, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated;

(b)Quarterly Financial Statements.  As soon as available, and in any event within (i) 75 days after the end of the fiscal quarter ending March 31, 2015 and (ii) 60 days after the end of each fiscal quarter of each fiscal year thereafter (excluding the fourth fiscal quarter), the consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the end of such fiscal quarter and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders' equity and cash flows of Holdings and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (beginning with the fiscal quarter ending March 31, 2016) and the corresponding figures from the Financial Plan for the current fiscal year, all in reasonable detail, certified by a Financial Officer as fairly presenting, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated;

(c)Annual Financial Statements.  As soon as available, and in any event within 90 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2015) (or, if earlier, three (3) Business Days after the date required to be filed with the SEC), (i) the consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the end of such fiscal year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders' equity and cash flows of Holdings and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the previous fiscal year (beginning with the fiscal year ending December 31, 2016; provided that with respect to such fiscal year, the corresponding figures to the fiscal year 2015 will be for the period commencing on the Closing Date and ending on December 31, 2015) and the corresponding figures from the Financial Plan for the fiscal year covered by such financial statements, in reasonable detail, certified by a Financial Officer as fairly presenting, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of operations and their cash flows for the periods indicated; and (ii) with respect to such annual consolidated financial statements a report thereon of a firm of independent certified public accountants of recognized national standing selected by Holdings, and reasonably satisfactory to Required Lenders (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in the financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating that in making the examination necessary therefor no knowledge was obtained of any Default under the financial covenants set forth herein or, if any such Default shall exist, stating the nature and status of such event;

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(d)Compliance Certificate.  Together with each delivery of financial statements of Holdings and its Subsidiaries pursuant to Section 5.01(b) or Section 5.01(c), a duly executed and completed Compliance Certificate;

(e)Statements of Reconciliation after Change in Accounting Principles.  If, as a result of any change in accounting principles and policies after the Closing Date, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.01(b) or Section 5.01(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance reasonably satisfactory to Required Lenders;

(f)Financial Plan.  As soon as practicable and in any event no later than the earlier of (i) fifteen (15) calendar days after approval by the Board of Directors and (ii) thirty (30) days after the beginning of each fiscal year (commencing with respect to fiscal year 2016), a consolidated plan and financial forecast for such fiscal year (prepared on a monthly basis) and each fiscal year (or portion thereof) through the Final Maturity Date (a “Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Holdings and its Subsidiaries for each such fiscal year, together with pro forma Compliance Certificates for each such fiscal year, (ii) forecasted consolidated statements of income and cash flows of Holdings and its Subsidiaries for each month of each such fiscal year, (iii) forecasts demonstrating projected compliance with the requirements of  Section 6.09 through the Final Maturity Date, and (iv) forecasts demonstrating adequate liquidity through the Final Maturity Date, together, in each case, with an explanation of the material assumptions on which such forecasts are based all in form and substance reasonably satisfactory to Required Lenders;

(g)[Reserved];

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(h)[Reserved];

(i)Aging Reports.  Together with each delivery of financial statements of Holdings and its Subsidiaries pursuant to Section 5.01(b) and Section 5.01(c), (i) a summary of the accounts receivable aging report of Holdings and its Subsidiaries (prepared on a consolidated basis) as of the end of such period, (ii) a summary of accounts payable aging report of Holdings and its Subsidiaries (prepared on a consolidated basis) as of the end of such period and (iii) such other information as the Required Lenders may reasonably request, in each case, all in detail and in form and substance reasonably satisfactory to the Required Lenders;

(j)Seismic Crew Information.  Concurrently with the delivery of the financial statements required to be delivered pursuant to Section 5.01(a), Section 5.01(b) and Section 5.01(c), (i) a copy of the report prepared by Holdings consistent with past practice, showing the projected usage of any and all seismic crews owned or operated by Holdings and its Subsidiaries for the ensuing three calendar months and (ii) a copy of the backlog reports and summary of the location of each seismic crew and the status of each ongoing project for such crews prepared by Holdings consistent with past practice;

(k)Public Reports.  Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings or any of its Subsidiaries with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange;

(l)Management Letters.  Promptly after the receipt thereof by Holdings or any of its Subsidiaries, a copy of any “management letter” received by any such person from its certified public accountants and the management’s responses thereto;

(m)Consolidated Liquidity.  On or before the fifth (5th) Business Day of each calendar month (commencing as of March 1, 2015),  a certificate from a Responsible Officer of Borrower (i) certifying that, with respect to the immediately preceding calendar month, Consolidated Liquidity was not less than the amount required by Section 6.09(a) for any period of more than two (2) Business Days in such immediately preceding calendar month or (ii) to the extent such certification set forth in clause (i) above is not correct, describing the nature and extent of such event and the corrective action (if any) taken or proposed to be taken with respect thereto; and

(n)Other Information.  Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings or any of its Subsidiaries, or compliance with the terms of any Loan Document, as any Lender may reasonably request.

SECTION 5.02Litigation and Other Notices.  Furnish to the Administrative Agent written notice of the following promptly (and, in any event, within three (3) Business Days of any Responsible Officer of Holdings or any of its Subsidiaries becoming aware thereof):

(a)any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

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(b)the filing or commencement of, or any threat in writing of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document;

(c)any development that has resulted in, or could reasonably be expected to result, in a Material Adverse Effect;

(d)the occurrence of any Casualty Event affecting Collateral having value in excess of $250,000;

(e)the incurrence of any material Lien (other than Permitted Collateral Liens) on, or claim asserted against, any of the Collateral;

(f)any change in the Board of Directors (or similar governing body) of Holdings or any of its Subsidiaries;

(g)(i) termination or amendment to any Material Agreement of Holdings or any of its Subsidiaries in a manner that is materially adverse to Holdings or such Subsidiary, as the case may be, or (ii) entry into any new Material Agreement, together with a written statement describing such event, with copies of such material amendments or new contracts, delivered to Collateral Agent, and an explanation of any actions being taken with respect thereto; and

(h)any environmental matter which resulted in or would reasonably be expected to have a Material Adverse Effect, together with copies of all environmental audits and reports with respect thereto.

SECTION 5.03Existence; Businesses and Properties; Compliance with Laws.

(a)Except as otherwise permitted under Section 6.05 or Section 6.06, at all times preserve and keep in full force and effect its existence and all rights and Governmental Authorizations, qualifications, franchises, licenses and permits material to its business and to the conduct of its business in each jurisdiction in which its business is conducted; provided, no Loan Party or any of its Subsidiaries shall be required to preserve any such right or Governmental Authorizations, qualifications, franchise, licenses and permits if such Person's Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material respect to such Person or to the Lenders; provided further, that for the avoidance of doubt, Holdings, Borrower and the MCD Subsidiary shall be required to maintain their existence.

(b)(i) Maintain or cause to be maintained in good repair, working order and condition, consistent with industry practice and ordinary wear and tear excepted, all material properties necessary in the business of Holdings and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof, and (ii) comply at all times with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder where non-compliance could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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(c)Each Loan Party will comply, shall cause each of its Subsidiaries to comply and shall use commercially reasonable efforts to cause all other Persons, if any, on or occupying any premises owned by such Loan Party to comply, with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property), non-compliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.04Insurance.

(a)Generally.  Maintain or cause to be maintained, with financially sound and reputable insurers, casualty insurance, such public liability insurance, third-party property damage insurance or such other insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Loan Parties as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons and satisfactory to Required Lenders.  Without limiting the generality of the foregoing, the Loan Parties will maintain or cause to be maintained (i) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System and (ii) replacement value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses.  Each such policy of insurance shall (i) name Collateral Agent, on behalf of the Secured Parties as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to the Required Lenders, that names Collateral Agent, on behalf of Secured Parties as the loss payee thereunder.

(b)Requirements of Insurance.  Each of the insurance policies required to be maintained under this Section 5.04 shall provide for at least thirty (30) days' prior written notice to Collateral Agent of the cancellation or substantial modification thereof (or ten (10) days’ prior written notice of cancellation for nonpayment of premiums).  Receipt of such notice shall entitle Collateral Agent (but Collateral Agent shall not be obligated) to renew any such policies, cause the coverages and amounts thereof to be maintained at levels required pursuant to this Section 5.04 or otherwise to obtain similar insurance in place of such policies, in each case at the expense of the Loan Parties.

(c)Broker’s Report.  Deliver to the Administrative Agent and the Collateral Agent and the Lenders a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Required Lenders may from time to time reasonably request.

(d)Mortgaged Properties.  No Loan Party that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Loan Party’s respective Mortgage or that could reasonably be expected to be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Premises, and each Loan Party shall otherwise comply in all material respects with all Insurance Requirements in respect of the Premises; provided, however, that each Loan Party may, at its own expense and after written notice to the Administrative Agent, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 5.04 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 5.04.

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(e)Insurance Report.  As soon as practicable and in any event by May 30 of each year (or such other date as may be agreed to by Borrower and the Required Lenders from time to time), a report in form and substance satisfactory to the Required Lenders outlining all material insurance coverage maintained as of the date of such report by the Companies and all material insurance coverage planned to be maintained by the Companies in the immediately succeeding annual period.

SECTION 5.05Taxes and Claims.  File all foreign, federal, state, and other material tax returns required to be filed by Holdings or any of its Subsidiaries and pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon (other than Taxes that do not exceed $100,000 in the aggregate), and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay imposition of any penalty, fine or Lien resulting from the non-payment thereof.  No Loan Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Holdings or any of its Subsidiaries).

SECTION 5.06Employee Benefits.  (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 5 Business Days after any Responsible Officer of any Company or any ERISA Affiliates of any Company knows or has reason to know that, any ERISA Event has occurred or, is reasonably expected to occur, that, alone or together with any other ERISA Event that has occurred in the past twelve months could reasonably be expected to result in any material liability to the Companies or any of their ERISA Affiliates or the imposition of a Lien, a statement of a Financial Officer of Holdings setting forth details as to such ERISA Event and the action, if any, that the Companies propose to take with respect thereto; (ii) upon request by the Required Lenders, copies of (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Company or any ERISA Affiliate of any Company with the Internal Revenue Service with respect to each Plan; (B) the most recent actuarial valuation report for each Plan; (C) all notices received by any Company or any ERISA Affiliate of any Company from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (D) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan (as such term is defined in Section 3(3) of ERISA) sponsored or contributed to by any Company or any ERISA Affiliate of any Company) as the Required Lenders shall reasonably request and (iii) promptly following any request therefor, copies of (A) any documents described in Section 101(k) of ERISA that any Company or its ERISA Affiliate may request with respect to any Multiemployer Plan and (B) any notices described in Section 101 (1) of ERISA that any Company or its ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if any Company or its ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Company or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof.

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SECTION 5.07Maintaining Records; Access to Properties and Inspections; Annual Meetings.

(a)Keep proper books of record and account in which materially full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities.  Holdings will permit any representatives designated by the Administrative Agent or the Required Lenders (in coordination with the Administrative Agent), at Borrower’s expense, to visit and inspect the financial records and the property of Holdings and its Subsidiaries at reasonable times during normal business hours and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (including independent accountants); provided that, so long as no Default has occurred and is continuing, only two such visits and inspections during each fiscal year of Holdings shall be at Borrower’s expense.  Without limiting the foregoing, the Loan Parties agree that the Collateral Agent shall have the right (but not the obligation) to conduct patent, trademark and copyright searches with respect to the Loan Parties from time to time, and the Loan Parties agree to pay all out-of-pocket expenses incurred by Collateral Agent in connection with such searches.

(b)(i) Upon the request of Required Lenders, participate in a meeting of Lenders once during each fiscal quarter to be held at Borrower's corporate offices (or at such other location as may be agreed to by Borrower and Required Lenders) at such time as may be reasonably agreed to by Borrower and Required Lenders.  (ii) Within 30 days of delivery of financial statements and other information required to be delivered pursuant to Section 5.01(b), Borrower shall cause its chief financial officer to participate in a conference call with the Agents and, subject to compliance with the confidentiality requirements set forth in Section 10.12, all Lenders who choose to participate in such conference call during which conference call the chief financial officer shall review the financial condition of Holdings and its Subsidiaries and such other matters as any Lender may reasonably request.

SECTION 5.08Use of Proceeds.  Use the proceeds of the Loans only for the purposes set forth in Section 3.12.  No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.  Borrower will not request any Borrowing, and Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in violation of Sanctions or (iii) in any manner that would result in the violation of Sanctions.

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SECTION 5.09Compliance with Environmental Laws; Environmental Reports.

(a)Comply, and use commercially reasonable efforts to cause all lessees and other persons occupying Real Property owned, operated or leased by any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws; provided that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

(b)If a Default caused by reason of any representation or warranty set forth in Section 3.18 being false in any respect when made or deemed made or any breach of Section 5.09(a) shall have occurred and be continuing for more than 20 days without the Companies commencing activities reasonably likely to cure such Default in accordance with Environmental Laws, at the written request of the Required Lenders through the Administrative Agent, provide to the Lenders within 45 days after such request, at the expense of Borrower, an environmental assessment report regarding the matters which are the subject of such Default, including, where appropriate, air, soil and/or groundwater sampling, prepared by an environmental consulting firm and, in the form and substance, reasonably acceptable to the Required Lenders and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or Response to address them.

SECTION 5.10Additional Collateral; Additional Guarantors.

(a)Subject to this Section 5.10, with respect to any property owned or acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such later time as the Required Lenders may agree) cause the Collateral and Guarantee Requirement to be satisfied with respect to such property, including by (i) executing and delivering to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Required Lenders shall deem necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a Lien on such property subject to no Liens other than Permitted Collateral Liens and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Required Lenders.  Holdings shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Required Lenders shall require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties.  Notwithstanding the foregoing, any required filings with the United States Patent and Trademark Office and United States Copyright Office shall be made within 30 days after the acquisition of the related property is required to be reported pursuant to Section 5.01(h).

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(b)With respect to any person that is or becomes a Subsidiary after the Closing Date, promptly, and, in any event, within 30 days after such person becomes a Subsidiary, notify the Administrative Agent and Collateral Agent thereof in writing (specifying, if such Subsidiary is a Designated Subsidiary) and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interests in or Indebtedness of such Subsidiary owned by any Loan Party.

(c)Promptly grant to the Collateral Agent, within 60 days of the acquisition thereof (unless sooner disposed of in an Asset Sale permitted by Section 6.06 or a Sale and Leaseback Transaction permitted by Section 6.03), or, in the case of any, a security interest in and Mortgage on each Real Property owned in fee by such Loan Party (1) as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $500,000, and (2) each Real Property identified as “Owned Real Property” on Schedule 17 to the Perfection Certificate dated the Closing Date, in each case, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02).  Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent (in each case, at the direction of the Required Lenders) and shall constitute valid and enforceable perfected Liens subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent at the direction of Required Lenders.  The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full.  Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Required Lenders shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a title policy, a Survey, a life of loan flood hazard determination and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (in each case at the direction of the Required Lenders) in respect of such Mortgage).

SECTION 5.11Security Interests; Further Assurances.  Promptly, upon the reasonable request of the Required Lenders, at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent and the Collateral Agent (in each case, at the direction of the Required Lenders) reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security Document or this Agreement, or use reasonable commercial efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith.  Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (in each case, at the direction of the Required Lenders) as the Required Lenders shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents.  Upon the exercise by the Administrative Agent, the Collateral Agent or the Required Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lenders may require.  If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by a Requirement of Law to have appraisals prepared in respect of the Real Property of any Loan Party constituting Collateral, Holdings shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Administrative Agent and the Collateral Agent (in each case, at the direction of the Required Lenders).

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SECTION 5.12Information Regarding Collateral.

(a)Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 10 days’ prior written notice (in the form of an Officer’s Certificate), or such lesser notice period agreed to by the Required Lenders, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Required Lenders may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent at the direction of the Required Lenders to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable.  Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence.  Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it.

(b)Concurrently with the delivery of financial statements required by Section 5.01(b), Company shall deliver to each Lender (i) a list of locations in which any Loan Party maintains Collateral having an aggregate book value in excess of $500,000 (other than locations temporarily occupied by a Loan Party for the purpose of acquiring seismic data, and excluding Collateral in-transit), and (ii) a list of locations in which the Loan Parties are acquiring seismic data (or expect to acquire seismic data for more than 30 days during the next six months), in each case, reasonably identifying the assets maintained (or to be maintained) in each such location.

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SECTION 5.13Senior Indebtedness.  Cause the Obligations to constitute “First Lien Indebtedness” or any similar designation under and as defined in any agreement governing any second lien Indebtedness.

SECTION 5.14MCD Subsidiary.  At all times on and after the Closing Date, the MCD Subsidiary shall own all Multi-Client Data, including any Multi-Client Data created after the Closing Date.

SECTION 5.15Miscellaneous Business Covenants.  Unless otherwise consent to by the Required Lenders:

(a)Non-Consolidation.  Company will and will cause each of its Subsidiaries to maintain entity records and books of account separate from those of any other entity which is an Affiliate of such entity.

(b)Cash Management Systems.  Holdings and its Subsidiaries shall establish and maintain cash management systems reasonably acceptable to Required Lenders, including, without limitation, with respect to blocked account arrangements; provided, that, to the extent the Required Lenders shall request any modification to the cash management systems of Holdings and its Subsidiaries from such cash management systems as in effect on the Closing Date, the Company shall only be required to use commercially reasonable efforts to effect such modifications and shall be provided a reasonable period of time in which to do so; provided, however, that the foregoing proviso shall in no way limit the right of the Required Lenders to require blocked account arrangements consistent with the Collateral and Guarantee Requirement.

(c)Communication with Accountants.  Each Loan Party executing this Agreement shall authorize and instruct its independent certified public accountants to deliver copies of all management letters to Collateral Agent at the same time such letters are delivered to the Company.

(d)Concessions.   Holdings and its Subsidiaries shall receive the concessions set forth on Schedule 5.15(d) in the manner set forth therein.

SECTION 5.16Colombian Matters.

(a)Promptly, but in no event more than ten (10) Business Days following the Closing Date, make appropriate application to the Superintendencia de Sociedades de Bogota (or other court exercising jurisdiction over the Colombian Bankruptcy Proceeding) for a permanent injunction or similar decree prohibiting all parties from taking action against Borrower to enforce any obligation that arose prior to March 25, 2014, or otherwise acting in a manner inconsistent with the Confirmation Order or the Plan of Reorganization, and shall diligently pursue the approval from the Superintendencia de Sociedades de Bogota (or other court exercising jurisdiction over the Colombian Bankruptcy Proceeding) of such application.

(b)Until a permanent injunction or similar decree is entered in the Colombian Bankruptcy Proceeding which prohibits creditors from taking action against the Company to enforce any obligation that arose prior to March 25, 2014, prior to acquiring property or assets (including but not limited to cash and Cash Equivalents, Real Property or equipment or depositing cash or Cash Equivalents into any deposit, securities or similar account held in the Republic of Colombia) located in the Republic of Colombia, in each case which, after giving effect to such acquisition of property or assets, would result in the aggregate amount of all property or assets in Colombia exceeding $3,000,000 or more, Borrower shall furnish to the Administrative Agent, together with delivery of the financial statements described in Section 5.01(a)(ii), a certificate from a Responsible Officer of Borrower (i) certifying that there have been no developments in, or changes to, the Colombian Bankruptcy Proceeding that are adverse to the Company or the Lenders and (ii) that a preliminary injunction or similar decree is in place in the Colombian Bankruptcy Proceeding that prohibits creditors from taking action against the Company to enforce any obligation that arose prior to March 25, 2014.

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SECTION 5.17Post-Closing Matters.  Satisfy the requirements set forth on Schedule 5.17 on or before the date specified for such requirement.

ARTICLE VI

NEGATIVE COVENANTS

Each Loan Party covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document have been paid in full (other than contingent indemnification obligations for which no claim has been asserted), unless the Required Lenders shall otherwise consent in writing, no Loan Party will, nor will they cause or permit any Subsidiaries to:

SECTION 6.01Indebtedness.  Incur, create, assume or permit to exist, directly or indirectly, any Indebtedness, except

(a)the Obligations;

(b)Indebtedness under the Second Lien Credit Agreement in an aggregate principal amount not to exceed $[32,100,000] (plus any interest which is payable in kind by increasing the principal amount outstanding under the Second Lien Credit Agreement);

(c)Indebtedness of any Guarantor to Borrower or to any other Guarantor, or of Borrower to any Guarantor; provided (i) all such Indebtedness shall be evidenced by the Intercompany Note, which shall be subject to a first priority lien in favor of the Collateral Agent pursuant to the Security Agreement and (ii) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note;

(d)Indebtedness of (i) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party, (ii) any Subsidiary that is not a Loan Party to any Loan Party and (iii) any Loan Party to a Subsidiary that is not a Loan Party in an aggregate principal amount not to exceed $8,000,000 for all such Indebtedness; provided that, in each case, no Event of Default has occurred and is continuing at the time such debt is incurred or would result therefrom; provided, further, that in the case of clauses (ii) and (iii), such Indebtedness is unsecured and subordinated in right of payment to the payment in full of the Obligations to the extent required by the terms of the Intercompany Note;

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(e)Indebtedness incurred by Holdings or any of its Subsidiaries (other than the MCD Subsidiary) in a permitted disposition of any business, assets or Subsidiary of Holdings or any of its Subsidiaries, in each case, solely to the extent constituting indemnification obligations or obligations in respect of purchase price adjustments;

(f)Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business and Indebtedness constituting guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Holdings and its Subsidiaries;

(g)Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(h)Indebtedness existing as of the Closing Date and described in Schedule 6.01(h), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement, and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended (except that the interest rate on such Indebtedness shall be at the then prevailing market rate), and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced (plus accrued interest thereon and customary fees, expenses and premiums with respect thereto), or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom;

(i)Indebtedness in an aggregate amount not to exceed at any time $5,000,000 with respect to (i) Capital Lease Obligations and (ii) Purchase Money Obligations; provided that any such Indebtedness shall be secured only by the asset subject to such Capital Lease or by the asset acquired in connection with the incurrence of such Indebtedness; provided, further, than any such Indebtedness shall not be incurred by the MCD Subsidiary;

(j)Indebtedness with respect to Hedging Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with such Loan Party's operations in the ordinary course of business and not for speculative purposes; provided, that such Indebtedness shall not be incurred by the MCD Subsidiary;

(k)guarantees of Holdings or any Subsidiary (other than the MCD Subsidiary) in respect of Indebtedness otherwise permitted hereunder;

(l)Indebtedness incurred to finance the purchase of property, casualty, liability, or other insurance to the Loan Parties, so long as such Indebtedness (i) is not in an amount in excess of the amount of the unpaid cost of such insurance for the year in which such Indebtedness is incurred, (ii) is incurred in the ordinary course of business and only to finance such insurance, (iii) is outstanding only during the year in which such insurance is in effect and (iv) is unsecured (or secured only by unearned premiums on the insurance so financed); provided that in no event shall the aggregate principal amount of such Indebtedness exceed $2,500,000 at any time outstanding;

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(m)other Indebtedness of Borrower and its Subsidiaries (other than the MCD Subsidiary) in an aggregate amount not to exceed at any time $2,000,000;

(n)reimbursement obligations in respect of letters of credit; provided that (i) the aggregate amount of such letters of credit does not exceed $10,000,000 at any time outstanding, (ii) such letters of credit are issued in respect of performance, surety or similar obligations and (iii) such reimbursement obligations are not incurred by the MCD Subsidiary; provided, that up to $1,000,000 of such amount may be issued in respect of obligations other than performance, surety or similar obligations; and

(o)Indebtedness incurred with respect to (i) credit or debit card services provided by Bank of America, N.A. or an Affiliate thereof in an aggregate principal amount not to exceed $400,000 at any time outstanding and (ii) the Company’s fuel card with WEX Fuel Management or an Affiliate thereof in an aggregate principal amount not to exceed $300,000 at any time outstanding.

For the avoidance of doubt, for purposes of determining compliance with this Section 6.01, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (o) above, Holdings and its Subsidiaries will be permitted to divide, redivide, classify and reclassify such item of Indebtedness on any date in any manner that complies with this Section 6.01.

SECTION 6.02Liens.  Create, incur, assume or permit to exist, directly or indirectly, any Lien on any property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, the “Permitted Liens”):

(a)Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Loan Document;

(b)Liens granted to the Second Lien Collateral Agent on the Collateral to secure the obligations under the Second Lien Credit Agreement; provided, that such Liens are subject to the Intercreditor Agreement;

(c)Liens for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and reserves required by GAAP have been made or if such Taxes are not due and payable; provided, that, with respect to Taxes that are due (or overdue), the aggregate amount of such Taxes secured by Liens that have priority over the Collateral Agent’s Liens shall not exceed $500,000;

(d)statutory Liens of landlords, banks (and rights of set off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the ordinary course of business for (i) amounts not yet overdue or (ii) amounts that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, reserves for which required by GAAP have been made and in respect of which such contest operates to stay the exercise of remedies with respect to the Lien resulting from the non-payment thereof; provided, that the aggregate amount of obligations that are due (or overdue) pursuant to this clause (d) that are secured by Liens having priority over the Collateral Agent’s Liens shall not exceed $500,000;

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(e)Liens incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;

(f)easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Holdings or any of its Subsidiaries;

(g)any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder;

(h)Liens solely on any cash earnest money deposits made by Borrower or any of its Subsidiaries (other than the MCD Subsidiary) in connection with any letter of intent or purchase agreement permitted hereunder;

(i)purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

(j)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(k)any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

(l)licenses of patents, trademarks and other intellectual property rights granted by Holdings or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of Holdings or such Subsidiary;

(m)Liens existing as of the Closing Date and described in Schedule 6.02(m);

(n)Liens securing Capital Lease Obligations or Purchase Money Obligations permitted pursuant to Section 6.01(i); provided any such Lien shall encumber only the asset subject to such Capital Lease or the asset acquired with the proceeds of such Indebtedness; provided, further, for the avoidance of doubt, such Liens shall not encumber any assets of the MCD Subsidiary or the equity of the MCD Subsidiary;

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(o)other Liens securing Indebtedness in an aggregate amount not to exceed $2,000,000 at any time outstanding; provided, that such Liens do not encumber any assets of the MCD Subsidiary or the equity of the MCD Subsidiary;

(p)Liens securing judgments not constituting an Event of Default under Section 8.01(i);

(q)Liens on Cash or Cash Equivalents securing reimbursement obligations under letters of credit permitted by Section 6.01(n) in an aggregate amount not to exceed 110% of the amount of all such letters of credit outstanding at such time;

(r)Liens for salvage or general average for (i) amounts not yet overdue or (ii) amounts that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, reserves for which required by GAAP have been made and in respect of which such contest operates to stay the exercise of remedies with respect to the Lien resulting from the non-payment thereof; provided, that the aggregate amount of obligations that are due (or overdue) pursuant to this clause (r) that are secured by Liens having priority over the Collateral Agent’s Liens shall not exceed $500,000;

(s)Liens incurred in the ordinary course of business of Borrower or any Subsidiary arising from vessel chartering, operations, drydocking, maintenance, the furnishing of supplies or fuel to vessels and crews wages, in each case (i) of a maritime lien nature and (ii) for (A) amounts not yet overdue or (B) amounts not in excess of $500,000 that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, reserves for which required by GAAP have been made and in respect of which such contest operates to stay the exercise of remedies with respect to the Lien resulting from the non-payment thereof;

(t)purchase options existing under the Global Eurasia LLC Agreement as in effect on the Closing Date;

(u)Liens solely on any cash earnest money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; and

(v)Liens on Cash collateral securing Indebtedness permitted pursuant to Section 6.01(o).

SECTION 6.03Sale and Leaseback Transactions.  Directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Loan Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than Holdings or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such Loan Party to any Person (other than Holdings or any of its Subsidiaries) in connection with such lease (a “Sale and Leaseback Transaction”).

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SECTION 6.04Investment, Loan and Advances.  Directly or indirectly, lend money or credit (by way of guarantee or otherwise) or make advances to any person, or purchase or acquire any stock, bonds, notes, debentures or other obligations or securities of, or any other interest in, or make any capital contribution to, any other person (all of the foregoing, collectively, “Investments”), except that the following shall be permitted:

(a)Investments in cash and Cash Equivalents;

(b)equity Investments owned as of the Closing Date in any Subsidiary and Investments made after the Closing Date in the Borrower or any wholly-owned Guarantor Subsidiaries of Holdings;

(c)Investments (i) in any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors, (ii) constituting deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Holdings and its Subsidiaries and (iii) constituting extensions of trade credit in the ordinary course of business;

(d)intercompany loans to the extent permitted under Section 6.01(c) or Section 6.01(d);

(e)loans and advances to employees of Holdings and its Subsidiaries made in the ordinary course of business in an aggregate amount not to exceed $100,000;

(f)Investments outstanding as of the Closing Date and described in Schedule 6.04(f);

(g)guarantees permitted pursuant to Section 6.01(k);

(h)other Investments in an aggregate amount not to exceed at any time $1,000,000; and

(i)Capital Expenditures to the extent permitted under Section 6.09(c).

SECTION 6.05Mergers and Consolidations.  Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted:

(a)Asset Sales and other transactions in compliance with Section 6.06;

(b)any Subsidiary of Borrower (other than the MCD Subsidiary) may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; and

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(c)any Foreign Subsidiary of Holdings may be merged with or into any other Foreign Subsidiary of Holdings; provided, in the case of a merger involving a Loan Party, a Loan Party shall be the continuing or surviving Person.

SECTION 6.06Asset Sales.   Effect any Asset Sale, or agree to effect any Asset Sale, except that the following shall be permitted:

(a)sales or other dispositions of assets that do not constitute Asset Sales;

(b)Asset Sales (including disposals of obsolete or worn out property), the proceeds of which when aggregated with the proceeds of all other Asset Sales made within the same fiscal year, are less than $5,000,000; provided (i) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof, (ii) no less than 100% thereof shall be paid in cash, (iii) the Net Cash Proceeds thereof shall be applied as required by Section 2.10(f) and (iv) such Asset Sale is not made by the MCD Subsidiary; provided, further, that up to $1,000,000 per fiscal year of such Asset Sales may be made in exchange for fixed, capital or other long-term assets used or useful in the business of Holdings or any of its Subsidiaries instead of cash;

(c)Investments permitted pursuant to Section 6.04;

(d)any Foreign Subsidiary of Holdings may convey, sell, lease or sub lease, exchange, transfer or otherwise dispose of any of its assets or property to Holdings or any other Subsidiary of Holdings; a

(e)mergers and consolidations in compliance with Section 6.05;

(f)Asset Sales solely between or among Loan Parties; and

(g)Sale and Leaseback Transactions in compliance with Section 6.03.

Notwithstanding anything to the contrary contained above, no Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to qualify directors if required by applicable law or pursuant to the Plan of Reorganization; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to another Loan Party or, with respect to any Subsidiary that is not a Loan Party, to any other Subsidiary that is not a Loan Party), or to qualify directors if required by applicable law.

SECTION 6.07Dividends.  Authorize, declare, make or pay, directly or indirectly, any Dividends with respect to its Equity Interests, except that the following shall be permitted:

(a)so long as no Default or Event of Default has occurred and is continuing, the Loan Parties may purchase capital stock or options from present or former employees, officers, directors or consultants of the Loan Parties or their respective estates, spouses or family members upon the death, disability or termination of employment of such employee, officer, director or consultant in an aggregate amount not to exceed $500,000 in any fiscal year; and

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(b)(i) each Subsidiary of Holdings may make Dividends to Holdings or any Subsidiaries of Holdings that are Guarantors and (ii) each Subsidiary of Holdings that is not a Guarantor may make Dividends to any Subsidiary of Holdings which holds its Equity Interests, in each case ratably according to their respective holdings of the type of Equity Interests in respect of which such Dividend is being made.

SECTION 6.08Transactions with Affiliates.  Enter into, directly or indirectly, any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of any Company, other than any transaction on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted:

(a)any transaction solely among the Loan Parties;

(b)reimbursement of reasonable and customary out-of-pocket expenses and payment of reasonable and customary fees to members of the Board of Directors of Holdings and its Subsidiaries;

(c)transactions described in Schedule 6.08(c);

(d)compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business;

(e)any transaction solely among Subsidiaries that are not Loan Parties;

(f)Dividends permitted by Section 6.07;

(g)any Tax sharing arrangements;

(h)transactions relating to the Second Lien Loan Documents; and

(i)transactions between any Loan Party and any Subsidiary that is not a Loan Party so long as such transaction is no less favorable to such Loan Party than would reasonably be obtained by such Company at that time in a comparable arm’s length transaction with a person other than an Affiliate.

SECTION 6.09Financial Covenants.

(a)Minimum Liquidity.  Permit Consolidated Liquidity to be less than $10,000,000, for any period in excess of two (2) Business Days, at any time.

(b)Minimum Consolidated Cash EBITDA.

(i)Permit Consolidated Cash EBITDA in any period indicated below, to be less than the corresponding amount set forth below opposite such period:

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Period	Minimum Consolidated Cash EBITDA
The period commencing March 1, 2015 and ending December 31, 2015	$19,000,000
The four fiscal quarter period ending March 31, 2016	$21,000,000
The four fiscal quarter period ending June 30, 2016	$24,000,000
The four fiscal quarter period ending September 30, 2016	$29,000,000
The four fiscal quarter period ending December 31, 2016	$32,500,000
The four fiscal quarter period ending March 31, 2017	$34,000,000

(c)Maximum Capital Expenditures. (i) Make or incur Capital Expenditures in any period indicated below, in an aggregate amount for Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such period:

Period	Maximum Capital Expenditures
Closing Date – February 8, 2016	$6,000,000
February 9, 2016 – February 8, 2017	$12,000,000
February 9, 2017 – May 8, 2017	$3,000,000

(ii)Notwithstanding anything to the contrary contained in clause (i) above, (A) the aggregate amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries in any period pursuant to clause (i) above shall be increased by an amount equal to 25% of Free Excess Cash Flow for the Excess Cash Flow Period immediately preceding the first day of such period listed above and (B) to the extent that the aggregate amount of Capital Expenditures made by Holdings and its Subsidiaries in any period pursuant to clause (i) is less than the maximum amount of Capital Expenditures permitted by clause (i) with respect to such period (after giving effect to any increase in such amount pursuant to this clause (ii)), the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding period; provided, that Capital Expenditures made in any period shall be counted against the base amount set forth in clause (i) above with respect to such period before being counted against any Rollover Amount available with respect to such period.

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SECTION 6.10Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc.  Directly or indirectly:

(a)(i) Amend or permit any amendments to the Organizational Documents of any Loan Party or any Subsidiary of any Loan Party; or (ii) amend or permit any amendments to, or terminate or waive any provision of, any Material Agreement or any Indebtedness of any Loan Party or any Subsidiary of any Loan Party (including the Second Lien Loan Documents) if such amendment, termination, or waiver could reasonably be expected to be materially adverse to Agents or the Lenders; provided, that the Second Lien Loan Documents may be amended to the extent expressly permitted by the terms of the Intercreditor Agreement.

(b)Directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity in an amount in excess of $5,000,000 in the aggregate during the term of this Agreement, other than (i) the Obligations, (ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 6.05 or Section 6.06 and (iii) in connection with any refinancing of Indebtedness permitted under Section 6.01(h); provided, however, that notwithstanding the foregoing, except as expressly provided in the Intercreditor Agreement, in no event shall any payments be made in respect of any Indebtedness under any Second Lien Loan Document.

SECTION 6.11Limitation on Certain Restrictions on Subsidiaries.  Except as provided in any Loan Document or the Second Lien Loan Documents, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Holdings or any other Subsidiary of Holdings, (b) repay or prepay any Indebtedness owed by such Subsidiary to any Loan Party, (c) make loans or advances to any Loan Party, or (d) transfer any of its property or assets to any Loan Party other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.01(i) that impose restrictions on the property so acquired or subject of such Indebtedness, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (iv) in agreements entered into in the ordinary course of business in accordance with customary industry practice or (v) on net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business in accordance with customary industry practice.  No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any contractual obligations which would prohibit a Designated Subsidiary from being a Loan Party.

SECTION 6.12Business; Passive Holding Company; MCD Subsidiary.

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(a)From and after the Closing Date, engage in any business other than (a) the businesses engaged in by such Person on the Closing Date or any business incidental or reasonably related thereto, and (b) such other lines of business as may be consented to by Required Lenders.

(b)With respect to Holdings, engage in any business activities or have any material properties or liabilities, other than (i) its ownership of the Equity Interests of its Subsidiaries and the making of Investments therein and contributions thereto to the extent permitted under this Agreement, (ii) the payment of dividends and other amounts in respect of its equity interests otherwise permitted under this Agreement, (iii) obligations under the Loan Documents, the Second Lien Loan Documents and any other documents governing Indebtedness permitted hereby, (iv) maintenance of its existence (including the ability to incur fees, costs and expenses relating to such maintenance), (v) as expressly contemplated by this Agreement and the other Loan Documents, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and, as applicable, its Subsidiaries,  (viii) the issuance of Equity Interests to the extent permitted under this Agreement, (viii) providing indemnification to officers and directors and (ix) activities and properties incidental to the foregoing.

(c)With respect to the MCD Subsidiary, engage in any business activities or have any material properties or liabilities, other than (i) its ownership of all Multi-Client Data and any activities relating to the licensing thereof, the maintenance, use and enhancement of the Multi-Client Data in the ordinary course of business and the liabilities under the SEI-GPI Agreement, (ii) obligations under the Loan Documents and the Second Lien Loan Documents, (iii) maintenance of its existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iv) as expressly contemplated by this Agreement and the other Loan Documents, (v) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (vi) providing indemnification to officers and directors, (vii) Tax liabilities and (viii) activities and properties incidental to the foregoing.

SECTION 6.13Limitation on Accounting Changes.  Make or permit any material change in accounting policies or reporting practices, except changes that are required by GAAP (including any such changes that are adopted earlier than the date required by GAAP).

SECTION 6.14Fiscal Year.  Change its fiscal year-end to a date other than December 31.

SECTION 6.15No Further Negative Pledge.  Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to any sale or disposition permitted under Section 6.06, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be, (c) any restrictions in agreements entered into in the ordinary course of business in accordance with customary industry practice and (d) the Loan Documents, the Second Lien Loan Documents, enter into any agreement prohibiting the creation or assumption of any Lien in favor of the Collateral Agent to secure the Obligations upon any of its properties or assets, whether now owned or hereafter acquired.

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SECTION 6.16Sanctions.

(a)Directly or indirectly, (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person or Sanctioned Country, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Sanctions, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, Sanctions (and the Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Loan Parties’ compliance with this Section 6.16).

SECTION 6.17Sanctioned Person.  Cause or permit (a) any of the funds or properties of the Loan Parties that are used to repay the Loans to constitute property of, or be beneficially owned directly or indirectly by, any Sanctioned Person or Sanctioned Country, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by Sanctions, or the Loans made by the Lenders would be in violation of Sanctions, or (b) any Sanctioned Person or Sanctioned Country to have any direct or indirect interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by Sanctions.

SECTION 6.18Deposit Accounts and Securities Accounts; Cash in Foreign Jurisdictions.  (a) Establish or maintain a Deposit Account or a Securities Account in the United States that is not subject to a Control Agreement following the date on which Control Agreements are required to be delivered pursuant to the Security Agreement, or (b) permit the aggregate amount of Cash and Cash Equivalents of any Loan Party or any Subsidiary of any Loan Party maintained outside the United States to exceed the sum of (i) $7,500,000, plus (ii) an amount, as of the end of any calendar month, equal to accounts payable and payroll, in each case, payable by any Foreign Subsidiary within fourteen (14) calendar days after such date of determination plus (iii) an amount equal to any taxes due and payable by Holdings or any Subsidiary directly resulting from the repatriation of cash to the United States made in order to comply with this Section 6.18.

SECTION 6.19Assets of Non-Loan Parties.  Permit the aggregate book value of assets (other than (a) cash and Cash Equivalents, (b) any prepaid expenses or similar amounts required to be capitalized in accordance with GAAP and (c) any accounts receivable that are invoiced in the ordinary course of business and in a manner consistent with industry practices and not outstanding for more than 60 days from the applicable invoice due date) of all Subsidiaries that are not Loan Parties to exceed, in the aggregate, $10,000,000; provided that not more than $6,000,000 of such assets may be maintained in Brazil.

SECTION 6.20Assets of Global Eurasia.  Permit the aggregate value of property and assets (including but not limited to cash and Cash Equivalents, Real Property or equipment) of Global Eurasia to exceed, in the aggregate, $25,000.

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SECTION 6.21Use of Proceeds.  Cause or permit any of the funds of such Loan Party that are used to repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any Requirement of Law.

ARTICLE VII

GUARANTEE

SECTION 7.01The Guarantee.  The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Hedging Agreement or Treasury Services Agreement entered into with a counterparty that is a Secured Party, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”; provided that the term “Guaranteed Obligations” shall not include any Excluded Swap Obligation).  The Guarantors hereby jointly and severally agree that if Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

SECTION 7.02Obligations Unconditional.  The obligations of the Guarantors under Section 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full).  Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i)at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

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(ii)any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii)the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv)any Lien or security interest granted to, or in favor of, any Secured Party or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(v)the release of any other Guarantor pursuant to Section 7.09.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against any Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations.  The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Loan Parties and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee.  This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Loan Party or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto.  This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and assigns.

SECTION 7.03Reinstatement.  The obligations of the Guarantors under this Article VII shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

SECTION 7.04Subrogation; Subordination.  Each Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.  Any Indebtedness of any Loan Party permitted pursuant to Section 6.01(c) or Section 6.01(d) shall be subordinated to such Loan Party’s Secured Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.

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SECTION 7.05Remedies.  The Guarantors jointly and severally agree that, as between the Guarantors and the Secured Parties, the obligations of Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.01 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.01) for purposes of Section 7.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 7.01.

SECTION 7.06Instrument for the Payment of Money.  Each Guarantor hereby acknowledges that the guarantee in this Article VII constitutes an instrument for the payment of money, and consents and agrees that any Secured Party or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

SECTION 7.07Continuing Guarantee.  The guarantee in this Article VII is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

SECTION 7.08General Limitation on Guarantee Obligations.  In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 7.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 7.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

SECTION 7.09Release of Guarantors.  If, in compliance with the terms and provisions of the Loan Documents, the Equity Interests of any Guarantor are sold or otherwise transferred such that such Guarantor no longer constitutes a Subsidiary that would be required to be a Guarantor hereunder (a “Transferred Guarantor”) to a person or persons, none of which is Holdings or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Pledge Agreements shall be automatically released, and, so long as Holdings shall have provided the Agents such certifications or documents as any Agent or the Required Lenders shall reasonably request, the Collateral Agent shall take such actions within 30 days after notice to the Collateral Agent of such transfer, as are reasonably requested by the Borrower, at the Borrower’s expense, to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents, so long as Holdings shall have provided the Agents such certifications or documents as any Agent or the Required Lenders shall reasonably request in order to demonstrate compliance with this Agreement.

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SECTION 7.10Right of Contribution.  Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment.  Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 7.04.  The provisions of this Section 7.10 shall in no respect limit the obligations and liabilities of any Guarantor to the Agents and the Secured Parties, and each Guarantor shall remain liable to the Agents and the Secured Parties for the full amount guaranteed by such Guarantor hereunder.

SECTION 7.11Keepwell.  Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under the guaranty under this Article VII in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.11, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).  The obligations of each Qualified ECP Guarantor under this Section 7.11 shall remain in full force and effect until all of the Guaranteed Obligations shall have been indefeasibly paid in full.  Each Qualified ECP Guarantor intends that this Section 7.11 constitute, and this Section 7.11 shall be deemed to constitute, a “keepwell, support or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.01Events of Default.  Upon the occurrence and during the continuance of the following events (“Events of Default”):

(a)default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment (whether voluntary or mandatory) thereof or by acceleration thereof or otherwise;

(b)default shall be made in the payment of any interest on any Loan or any Fee or any other amount (other than an amount referred to in paragraph (a) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of three (3) Business Days;

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(c)any representation or warranty made or deemed made in any Loan Document or in connection with any Credit Extension hereunder, or any representation, warranty or certification contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

(d)(i) default shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in Section 5.02, Section 5.03(a), Section 5.08, Section 5.14, Section 5.15(d) or in Article VI (other than Section 6.09(a)) or (ii) default shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in Section 6.09(a) and such default shall continue unremedied for a period of one (1) Business Day;

(e)default shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraphs (a), (b) or (d) immediately above) and such default shall continue unremedied or shall not be waived for a period of 30 days;

(f)any Company shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness (other than the Obligations), when and as the same shall become due and payable beyond any applicable grace period with respect thereto, or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Material Indebtedness if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Material Indebtedness or a trustee or other representative on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Material Indebtedness to become due prior to its stated maturity or become subject to a mandatory offer purchase by the obligor; provided that, in the case of Hedging Obligations, the amount counted for the purpose of this clause (f) shall be the amount payable by all Companies if such Hedging Obligations were terminated at such time;

(g)an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any Company, or of a substantial part of the property of any Company, under Title 11 of the U.S. Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Company or for a substantial part of the property of any Company; or (iii) the winding-up or liquidation of any Company; and such proceeding or petition shall continue undismissed for 30 days (or, in the case of any foreign proceeding, 60 days) or an order or decree approving or ordering any of the foregoing shall be entered;

(h)any Company (other than Global Eurasia) shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (g) above; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Company or for a substantial part of the property of any Company; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due; (vii) take any action for the purpose of effecting any of the foregoing; or (viii) except as expressly permitted by Section 6.05, wind up or liquidate; provided, however, that the Colombian Bankruptcy Proceeding shall not constitute an Event of Default under this Section 8.01(h);

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(i)one or more judgments, orders or decrees in an individual amount in excess of $1,000,000 or in an aggregate amount in excess of $2,000,000 (to the extent not covered by independent third party insurance as to which the insurer is rated at least “A” by A.M. Best Company and has not denied coverage) shall be rendered against any Company or any combination thereof and the same shall remain undischarged, unvacated or unbonded for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon properties of any Company to enforce any such judgment;

(j)one or more ERISA Events or similar events with respect to Foreign Plans shall have occurred that, (i) in the good faith opinion of the Required Lenders, when taken together with all other such ERISA Events and similar events with respect to Foreign Plans that have occurred, could reasonably be expected to result in a Material Adverse Effect or (ii) result in the imposition of a Lien on any properties of a Company or any of its ERISA Affiliates;

(k)(i) any security interest and Lien purported to be created by any Security Document with respect to any Collateral shall cease to be, or shall be asserted in writing by Holdings or any Loan Party not to be, in full force and effect or (ii) any security interest and Lien purported to be created by any Security Document with respect to any Collateral having a value, individually or in the aggregate, in excess of $100,000, shall cease to be, or shall be asserted in writing by Holdings or any Loan Party not to be, a perfected first priority security interest in and Lien on such Collateral thereunder in favor of the Collateral Agent, in each case all to the extent required pursuant to the terms of the applicable Security Document;

(l)(i) any Loan Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or (ii) a proceeding shall be commenced by (A) any Loan Party or by any Governmental Authority or (B) any other Person, in each case, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), and, solely in the case of a proceeding commenced by any Person referred to in clause (ii)(B) above, such proceeding shall continue undismissed for 45 days or (iii) any Loan Party shall repudiate or deny in writing any portion of its liability or obligation for the Obligations; or

(m)there shall have occurred a Change in Control; or

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(n)(i) Holdings or any of its Subsidiaries is enjoined, restrained or in any way prevented by the order of any court or any Governmental Authority from conducting all or any material part of the business of Borrower or Holdings and its Subsidiaries, taken as a whole, for more than fifteen (15) days; (ii) any other cessation of a substantial part of the business of Holdings or any of its Subsidiaries for a period which materially and adversely affects Borrower or Holdings and its Subsidiaries, taken as a whole or (iii) any material damage to, or loss, theft or destruction of, any Collateral whether or not insured or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which cases, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities of the business of Borrower or Holdings and its Subsidiaries, taken as a whole; or

(o)at any time, no preliminary or permanent injunction or similar decree is in place in the Superintendencia de Sociedades de Bogota (or other court exercising jurisdiction over the Colombian Bankruptcy Proceeding) which prohibits creditors from taking action against Borrower to enforce any obligation that arose prior to March 25, 2014;

then, and in every such event (other than an event with respect to Holdings or Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the direction of the Required Lenders, shall, by notice to Holdings, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Revolving Commitment Fees and Administrative Agent Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Holdings or Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Administrative Agent Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding.

SECTION 8.02Rescission.  If at any time after termination of the Commitments or acceleration of the maturity of the Loans, Borrower shall pay all arrears of interest and all payments on account of principal of the Loans owing by it that shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified herein) and all Defaults (other than non-payment of principal of and accrued interest on the Loans due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 10.02, then upon the written consent of the Required Lenders and written notice to Holdings, the termination of the Commitments or the acceleration and their consequences may be rescinded and annulled; but such action shall not affect any subsequent Default or impair any right or remedy consequent thereon.  The provisions of the preceding sentence are intended merely to bind the Lenders to a decision that may be made at the election of the Required Lenders, and such provisions are not intended to benefit Borrower and do not give Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

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SECTION 8.03Application of Proceeds.  The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows:

(a)First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Administrative Agent, Collateral Agent and their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document and all other amounts owing to the Agents under the Loan Documents, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(b)Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(c)Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations in respect of Revolving Loans (other than principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;

(d)Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of (i) Obligations in respect of Revolving Loans and any premium thereon and (ii) any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon;

(e)Fifth, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations in respect of Term Loans (other than principal), equally and ratably in accordance with the respective amounts thereof then due and owing;

(f)Sixth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations in respect of Term Loans and any premium thereon; and

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(g)Seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct.

In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (g) of this Section 8.03, the Loan Parties shall remain liable, jointly and severally, for any deficiency.

ARTICLE IX

THE AGENTS

SECTION 9.01Appointment and Authority.  Each of the Lenders hereby irrevocably appoints Wilmington Savings Fund Society, FSB (and any successor Administrative Agent appointed as provided herein), to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents to which such Agent is a party, respectively, and authorizes such Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agents by the terms hereof or thereof, together with such powers as are reasonably incidental thereto.  With the exception of the second and fifth sentences of Section 9.06, provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent and the Lenders, and neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.  The Lenders hereby direct the Agents to execute the Loan Documents to which they are parties, respectively, on the Closing Date.

SECTION 9.02Rights as a Lender.  Each person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender, as the case may be, and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders”, shall, unless otherwise expressly indicated or unless the context otherwise requires, include each person serving as an Agent hereunder in its individual capacity.  Such person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Holdings or any Subsidiary or other Affiliate thereof as if such person were not an Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 9.03Exculpatory Provisions.  No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents to which such Agent is a party, and their duties hereunder and thereunder shall be ministerial and administrative in nature.  Without limiting the generality of the foregoing, no Agent:

(i)shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly provided hereby or by the other Loan Documents to which such Agent is a party that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law; and

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(iii)shall, except as expressly set forth herein and in the other Loan Documents to which such Agent is a party, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings or any of its Affiliates that is communicated to or obtained by the person serving as such Agent or any of its Affiliates in any capacity.

No Agent shall be liable for any action taken or not taken by it (x) with the consent or at the request or direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.02) or (y) in the absence of its own gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.  No Agent shall be deemed to have knowledge of any Default unless and until notice describing such Default and stating that it is a “notice of Default” is given to such Agent by Borrower or a Lender.

No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, recital, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or any Collateral, or the perfection or priority of any Lien or security interest created or purported to be created by the Loan Documents or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent.  Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law.  Instead, such term us used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, neither Agent shall be required to (i) make or give any determination (including whether a matter is satisfactory to such Agent or whether to deem a matter necessary, desirable, proper or advisable), agreement, consent, approval, request, notice, consultation, designation, appointment, election, judgment or direction, (ii) file any UCC financing or continuation statements or similar documents or instruments, (iii) make any inspection or (iv) release or sell Collateral or otherwise exercise any rights or remedies of a secured party (including voting rights), in each case, without the written direction of the Required Lenders.

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Notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, before taking or omitting any action to be taken or omitted by the Administrative Agent and/or the Collateral Agent under the terms of this Agreement and the other Loan Documents, the Administrative Agent and/or the Collateral Agent, as the case may be, may seek the written direction of the Required Lenders (which written direction may be in the form of an e-mail), and such Agent shall be entitled to rely (and shall be fully protected in so relying) upon such direction. The Agents shall not be liable with respect to any action taken or omitted to be taken by it in accordance with such direction. If the Agents shall request such direction with respect to any action, the Agents shall be entitled to refrain from such action unless and until the Agents shall have received such direction, and the Agents shall not incur liability to any Person by reason of so refraining. Any provision of this Agreement or the other Loan Documents authorizing the Administrative Agent and/or the Collateral Agent to take any action shall not obligate the Administrative Agent or the Collateral Agent to take such action.

In no event shall the Administrative Agent or the Collateral Agent have any duty, responsibility, obligation or liability with respect to monitoring the Collateral or the conditions thereof, or to preserve the Collateral, except for the exercise of reasonable care in the custody and preservation of any Collateral in its possession by according such Collateral treatment substantially equal to that accorded its own property.

In acting under the Loan Documents to which it is a party, each of the Administrative Agent and the Collateral Agent shall be entitled to all of the rights, protections, immunities and indemnities set forth in this Agreement.

In no event shall either Agent be responsible, under any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

SECTION 9.04Reliance by Agent.  Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person.  Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, including pursuant to Sections 4.01 and 4.02,the Administrative Agent may presume that such condition is satisfactory to each Lender unless the Administrative Agent shall have received notice to the contrary from any Lender prior to the making of such Loan.  Each Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 9.05Delegation of Duties.  Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent.  Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent.

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SECTION 9.06Resignation of Agent.  Each Agent may at any time give notice of its resignation to the Lenders and Holdings.  Upon receipt of any such notice of resignation, the Required Lenders shall appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph.  Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph).  The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor.  After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

SECTION 9.07Non-Reliance on Agent and Other Lenders.  Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender further represents and warrants that it has reviewed the Confidential Information Memorandum and each other document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof.  Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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SECTION 9.08Withholding Tax.  To the extent required by any applicable law, the Agents may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax.  If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that an Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not property executed, or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective), such Lender shall indemnify and hold harmless the Agent (to the extent that the Agent has not already been reimbursed by Borrower and without limiting the obligation of Borrower to do so) for all amounts paid, directly or indirectly, by the Agent as taxes or otherwise, including any interest, additions to tax or penalties thereto, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such tax was correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.

SECTION 9.09Collateral Matters.  The Lenders irrevocably agree that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (a) upon termination of the Revolving Commitments and payment in full of all Secured Obligations (other than (i) Hedging Obligations not yet due and payable, (i) obligations under Treasury Services Agreements not yet due and payable and (iii) contingent indemnification obligations not yet accrued and payable), (b) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document (and the Administrative Agent or Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry) to any person other than a Loan Party, (c) subject to Section 10.02, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (d) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 7.09.

In each case as specified in this Section 9.09, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the security interest granted under the Security Documents, in each case in accordance with the terms of the Loan Documents, Section 7.09 and this Section 9.09.

SECTION 9.10Proofs of Claim.  (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Agents (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether any Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise, at the direction of the Required Lenders:

(i)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders and any Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders and any Agent and their respective agents and counsel and all other amounts due Lenders and any Agent) allowed in such judicial proceeding; and

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(ii)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to any Agent and, in the event that any Agent shall consent to the making of such payments directly to Lenders, to pay to any Agent any amount due for the reasonable compensation, expenses, disbursements and advances of such Agent and its agents and counsel, and any other amounts due to any Agent.

(b)Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.

(c)The provisions of this Section 9.10 shall not bind Holdings or any of its Subsidiaries in any way.

ARTICLE X

MISCELLANEOUS

SECTION 10.01Notices.

(a)Generally.  Except as provided in paragraph (b) below, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:

(i)if to any Loan Party, to Holdings at:

Global Geophysical Services, LLC

13927 S. Gessner Road

Missouri City, TX 77489

Attention: Sean M. Gore Chief Financial Officer

Telecopier No.: (713) 808-7764

Email: sean.gore@globalgeophysical.com

with a copy to:

Baker Botts LLP

910 Louisiana Street

Houston, TX 77002

Attention: Joe Poff

Telecopier No.: (713) 229-7710

Telephone: (713) 229-1410

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(ii)if to the Administrative Agent or the Collateral Agent, to it at:

Wilmington Savings Fund Society, FSB

500 Delaware Avenue, 11th Floor

Wilmington, DE 19801

Attention: Loan Agency - Global Geophysical Services

Telecopier No.: (302) 421-9137

Email: KMoore@wsfsbank.com

with a copy to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Attention:  Leonard Klingbaum

Telecopier No.: (212) 728-9290

Email: lklingbaum@willkie.com

and

Kelley Drye & Warren LLP

101 Park Avenue

New York, New York 10178

Attention: Pamela Bruzzese-Szczygiel

Telecopier No.: (212) 808-7897

Email: pbruzzese-szczygiel@kelleydrye.com

(iii)if to a Lender, to it at its address (or telecopier number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b)Electronic Communications.  Notices and other communications to the Lenders hereunder may (subject to Section 10.01(d)) be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent, the Collateral Agent or Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it (including as set forth in Section 10.01(d)); provided that approval of such procedures may be limited to particular notices or communications.

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Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)Change of Address, etc.  Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.

(d)Posting.  Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing, the issuance, amendment, or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications, collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent at KMoore@wsfsbank.com or at such other e-mail address(es) provided to Borrower from time to time or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require.  In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require.  Nothing in this Section 10.01 shall prejudice the right of the Agents, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.

To the extent consented to by the Administrative Agent in writing from time to time, Administrative Agent agrees that receipt of the Communications by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents; provided that Holdings upon request shall also deliver to the Administrative Agent an executed original of each Compliance Certificate required to be delivered hereunder.

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Each Loan Party further agrees that Administrative Agent may make the Communications available to the Lenders by posting the Communications on IntraLinks or a substantially similar electronic transmission system (the “Platform”).  The Platform is provided “as is” and “as available.” The Agents do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications.  No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent in connection with the Communications or the Platform.  In no event shall the Administrative Agent or any of its Related Parties have any liability to the Loan Parties, any Lender or any other person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of communications through the Internet, except to the extent the liability of such person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such person’s gross negligence or willful misconduct.

SECTION 10.02Waivers; Amendment.

(a)Generally.  No failure or delay by any Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of each Agent, and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by this Section 10.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender may have had notice or knowledge of such Default at the time.  No notice or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances.

(b)Required Consents.  Subject to 10.02(c), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be effective if the effect thereof would:

(i)increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the Commitment of any Lender);

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(ii)reduce the principal amount or premium, if any, of any Loan or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(b)), or reduce any Administrative Agent Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender (or the Agents, in the case of the Administrative Agent Fees) directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));

(iii)(A) change the scheduled final maturity of any Loan or any scheduled date of payment (or permitted prepayment), or (B) change the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(b)), in any case, without the written consent of each Lender directly affected thereby;

(iv)permit the assignment or delegation by Borrower of any of their rights or obligations under any Loan Document, without the written consent of each Lender;

(v)release all or substantially all of the Guarantors from their Guarantee (except as expressly provided in Article VII), or limit their liability in respect of such Guarantee, without the written consent of each Lender;

(vi)release all or a substantial portion of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender;

(vii)change Section 2.12(b), (c) or (d) or Section 8.03 in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements, including the requirements of Section 2.02(a), without the written consent of each Lender directly affected thereby;

(viii)change any provision of this Section 10.02(b) or (c), without the written consent of each Lender directly affected thereby;

(ix)change the percentage set forth in the definition of “Required Lenders”, “Required Term Lenders”, “Required Revolving Lenders” or any other provision of any Loan Document (including this Section 10.02) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;

(x)subordinate the Obligations to any other obligation, without the written consent of each Lender;

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(xi)apply by its express terms to the interests, rights or obligations of the Term Lenders in a manner substantially different and adverse from any application of such agreement on the other Lenders, unless consented to by the Required Term Lenders;

(xii)apply by its express terms to the interests, rights or obligations of the Revolving Lenders in a manner substantially different and adverse from any application of such agreement on the other Lenders, unless consented to by the Required Revolving Lenders;

(xiii)change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof or any other Loan Document as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent; or

(xiv)change the definition of “Secured Obligations” without the written consent of each Secured Party directly affected thereby.

Notwithstanding anything contained herein to the contrary, the Required Lenders may permit priming Indebtedness of up to $10,000,000 that may take the form of Indebtedness for borrowed money either (a) under this Agreement as additional Revolving Commitments or Term Loans (or any combination thereof) or (b) pursuant to a separate agreement (and may agree to modifications to this Agreement to permit such additional Indebtedness, including through modifications of Section 6.01 and Section 6.02).

(c)Collateral.  Without the consent of any other person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of Law or to effect the release of any Collateral upon disposition thereof by the applicable Loan Party or Loan Parties to the extent the disposition thereof is not prohibited by the Loan Documents.  In addition, the Lenders irrevocably authorize the Agents (and the Agents may agree) upon the request of the Borrower to subordinate any Lien on any property granted to or held by either Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.01(o).

SECTION 10.03Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses.  Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Lenders, and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of (A) one counsel for the Administrative Agent, (B) one counsel for the Collateral Agent; provided, that to the extent the Administrative Agent and the Collateral Agent are the same Person, Borrower shall only be required to pay for one counsel to the Administrative Agent and the Collateral Agent collectively, (C) one counsel to the Lenders and (D) one additional local counsel in each applicable jurisdiction) in connection with the syndication of the credit facilities provided for herein (including the obtaining and maintaining of CUSIP numbers for the Loans), the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including in connection with post-closing searches to confirm that security filings and recordations have been properly made, (ii) all reasonable out-of-pocket expenses incurred by any Agent or any Lender (including the reasonable and documented fees, charges and disbursements of (A) one counsel for the Administrative Agent, (B) one counsel for the Collateral Agent; provided, that to the extent the Administrative Agent and the Collateral Agent are the same Person, Borrower shall only be required to pay for one counsel to the Administrative Agent and the Collateral Agent collectively, (C) one counsel for the Lenders (and, in the event of a conflict of interest between any Lenders, one additional counsel for each affected Lender) and (D) one additional local counsel in each applicable jurisdiction), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.03, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and (iii) all documentary and similar taxes and charges in respect of the Loan Documents.

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(b)Indemnification by Borrower.  Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all fees, losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Company at any time, or any Environmental Claim related in any way to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party or by any other person, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.  This Section 10.03(b) shall not apply to Taxes other than Taxes that represent losses, claims, damages, etc. arising from a non-Tax claim.

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(c)Reimbursement by Lenders.  To the extent that Borrower for any reason fails to indefeasibly pay any amount required under Section 2.05 or paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (such indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the Collateral Agent (or any sub-agent thereof) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the Collateral Agent (or any sub-agent thereof) in connection with such capacity.  The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12.

(d)Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable Requirements of Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.  No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent any such damages incurred by a Loan Party are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(e)Payments.  All amounts due under this Section 10.03 shall be payable not later than ten (10) Business Days after demand therefor.

(f)Each party’s obligations under this Section 10.03 shall survive the resignation or replacement of either Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

SECTION 10.04Successors and Assigns.

(a)Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b)Assignments by Lenders.

(i)Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of Borrower; provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and

(ii)Assignments shall be subject to the following additional conditions:

(A)except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment or Loans of any Class, the amount of the Revolving Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless Borrower otherwise consents (such consent not to be unreasonably withheld or delayed); provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing;

(B)each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; and

(D)the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Borrower and their respective affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

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Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.11, 2.14, 2.13 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section 10.04.

(c)Register.  The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of Borrower, shall maintain at the Administrative Agent’s office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, absent manifest error, and Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by Borrower, the Administrative Agent and its affiliates and, with respect to its own position, any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations.  Any Lender may at any time, without the consent of, or notice to, Borrower or the Administrative Agent, sell participations to any person (other than a natural person or Holdings or any of Holdings’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, the Agents and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or (iii) of the first proviso to Section 10.02(b) that affects such Participant.  Subject to paragraph (e) of this Section 10.04, Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.11 and 2.13 (subject to the requirements and limitations of those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04; provided that such Participant agrees to be subject to the provisions of this Section 10.04 as if it were an assignee under paragraph (b) of this Section.  Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.14(b) with respect to any Participant.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender.  In addition, each Lender selling a participation to one or more Participants under this Section 10.4(d) (i) shall, acting as a non-fiduciary agent of Borrower, keep a register, specifying each such Participant’s entitlement to payments of principal and stated interest with respect to such participation (the “Participant Register”), and (ii) shall collect from each such Participant the appropriate forms, certificates and statements described in Section 2.13 as if such Participant were a Lender under Section 2.13(e).  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person except to the extent such disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.

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(e)Limitations on Participant Rights.  A Participant shall not be entitled to receive any greater payment under Sections 2.11 and 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower’s prior written consent, not to be unreasonably withheld or delayed.

(f)Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.  In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

(g)Electronic Execution of Assignments.  The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Requirement of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 10.05Survival of Agreement.  All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated.  The provisions of Sections 2.11, 2.12, 2.13 and Article X shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any provision hereof; provided, however, that Section 10.12 shall survive and remain in full force and effect until the date that is one year following the repayment of the Loans or the termination of this Agreement.

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SECTION 10.06Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Agents, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Subject to satisfaction of the conditions precedent referred to in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.07Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 10.08Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of Borrower or any other Loan Party against any and all of the obligations of Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender and their respective Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have.  Each Lender agrees to notify Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

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SECTION 10.09Governing Law; Jurisdiction; Consent to Service of Process.

(a)Governing Law.  This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

(b)Submission to Jurisdiction.  Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c)Waiver of Venue.  Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 10.09(b).  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Service of Process.  Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopier) in Section 10.01.  Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable Requirements of Law.

SECTION 10.10Waiver of Jury Trial.  Each party hereto hereby waives, to the fullest extent permitted by applicable Requirements of Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby (whether based on contract, tort or any other theory).  Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 10.10.

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SECTION 10.11Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 10.12Treatment of Certain Information; Confidentiality.

(a)Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information (other than Operations Information) may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority or regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 10.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and their obligations or (iii) any rating agency for the purpose of obtaining a credit rating applicable to any Lender, (g) with the consent of Holdings or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.12 or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower.  For purposes of this Section 10.12, “Information” means all information received from Holdings or any of its Subsidiaries relating to Holdings or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Holdings or any of its Subsidiaries.  Any person required to maintain the confidentiality of Information as provided in this Section 10.12 shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information.

(b)For purposes of this Section 10.12, “Operations Information” means all information provided by Holdings or any of its Subsidiaries disclosing:  (i) prospective or proposed seismic contracts for development or acquisition of data, (ii) business prospects for Holdings or any of its Subsidiaries, (iii) location of ground crews and equipment used in connection with contracts for the acquisition of seismic data and (iv) terms within contracts with customers that are subject to their own confidentiality provisions.  The obligation of Holdings or any of its Subsidiaries under this Agreement to disclose Operations Information to the Agents and the Lenders will be satisfied by such Person providing to the Administrative Agent copies of such portions of the Operations Information as it has agreed herein to provide, against the execution and delivery by the Administrative Agent to the Borrower of a nondisclosure agreement reasonably satisfactory in form and substance to the Borrower.  The delivery of Operations Information by the Administrative Agent to any other Agent or the Lenders shall only be permitted to the extent (i) such Agent or Lender has executed and delivered to the Borrower and the Administrative Agent a nondisclosure agreement reasonably satisfactory in form and substance to the Borrower, (ii) to the extent requested by any Governmental Authority or regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process or (iv) to the extent such Operations Information (A) becomes publicly available other than as a result of a breach of this Section 10.12 or (B) becomes available to any Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower.

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SECTION 10.13USA PATRIOT Act Notice.  Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record information that identifies Borrower, which information includes the name, address and tax identification number of Borrower and other information regarding Borrower that will allow such Lender or the Administrative Agent, as applicable, to identify Borrower in accordance with the Patriot Act.  This notice is given in accordance with the requirements of the Patriot Act and is effective as to the Lenders and the Administrative Agent.

SECTION 10.14Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Requirements of Law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Requirements of Law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 10.14 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 10.15Obligations Absolute.  To the fullest extent permitted by applicable Requirements of Law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:

(a)any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

(b)any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party;

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(c)any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;

(d)any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Obligations;

(e)any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document; or

(f)any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Loan Parties.

SECTION 10.16No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower acknowledge and agree that: (a) (i) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between Borrower and its Affiliates, on the one hand, and the Lenders, on the other hand, (i) Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate, and (iii) Borrower is capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Borrower or any of its Affiliates, or any other person and (ii) no Lender has any obligation to Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower and its Affiliates, and no Lender has any obligation to disclose any of such interests to Borrower or its Affiliates.  To the fullest extent permitted by law, Borrower hereby waives and releases any claims that it may have against each of the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

GLOBAL GEOPHYSICAL SERVICES, LLC,

as Holdings

By: ______________________________

Name:

Title:

GLOBAL GEOPHYSICAL SERVICES, INC.,

as Borrower

By: ______________________________

Name:

Title:

AUTOSEIS, INC.,

as Guarantor

By: ______________________________

Name:

Title:

ACCRETE MONITORING, INC.,

as Guarantor

By: ______________________________

Name:

Title:

GLOBAL GEOPHYSICAL EAME, INC.,

as Guarantor

By: ______________________________

Name:

Title:

GGS INTERNATIONAL HOLDINGS, INC.,

as Guarantor

By: ______________________________

Name:

Title:

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AUTOSEIS DEVELOPMENT COMPANY,

as Guarantor

By: ______________________________

Name:

Title:

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WILMINGTON SAVINGS FUND SOCIETY, FSB,

as Administrative Agent and Collateral Agent

By: ______________________________

Name:

Title:

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MORGAN STANLEY SENIOR FUNDING, INC.,

as a Term Lender and a Revolving Lender

By: ______________________________

Name:

Title:

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Schedule 3.4(c)

PROJECTED INCOME STATEMENT (CONSOLIDATED) - Updated January 2015

($ in thousands)		2015F	(2)		2016	F		2017	F		2018	F
Proprietary Revenues	$	146,900		$	179,595		$	237,814		$	279,285
Multi-Client Data Library Pre-Commitment		19,446			21,300			23,606			29,183
Multi-Client Data Library Late Sales		39,500			53,000			50,500			48,000
Total Revenues		205,846			253,895			311,920			356,468
Total Salaries & Employee Expenses		73,082			84,065			100,893			115,220
Multi-Client Data Library Commissions		10,341			14,165			13,455			12,746
Other Direct Expenses		98,153			114,586			144,236			166,679
Total Direct Expenses		181,575			212,816			258,584			294,645
Multi-Client Capitalization		(16,205	)		(19,066	)		(24,027	)		(29,881	)
Depreciation Expense, net and Intangibles Amortization		24,412			20,888			16,859			17,514
Multi-Client Amortization		66,865			84,218			42,664			26,873
Other Indirect Expenses		-			-			-			-
Total Crew Expenses		256,646			298,856			294,079			309,151
TOTAL INCOME (LOSS) FROM OPERATIONS		(50,800	)		(44,961	)		17,841			47,317
(Gain) / Loss on Disposal of PP&E		(1,000	)		(1,000	)		(1,000	)		(1,000	)
Other (Income) / Expense		-			-			-			-
EBIT, BEFORE RESTRUCTURING COSTS		(49,800	)		(43,961	)		18,841			48,317
Margin %		(24.2	%)		(17.3	%)		6.0	%		13.6	%
Restructuring Costs (1)		8,194			-			-			-
Interest Expense		16,954			16,649			17,367			18,331
Assumption for Income Tax Expense (Benefit)		4,221			4,059			5,642			9,748
INCOME (LOSS) AFTER INCOME TAXES		(79,169	)		(64,670	)		(4,168	)		20,238
Calculation of Normalized EBITDA:
EBIT, Before Restructuring Costs (from above)		(49,800	)		(43,961	)		18,841			48,317
Depreciation Expense (ex-Capitalized Portion)		23,439			19,823			15,678			16,055
Multi-Client Data Library Amortization		66,865			84,218			42,664			26,873
EBITDA		40,504			60,080			77,183			91,245
Stock-Based Comp and Other		-			-			-			-
Less: Non-Cash Multi-Client Revenue		-			-			-			-
Less: Cash Investment in Multi-Client Library		(15,233	)		(18,001	)		(22,847	)		(28,422	)
Cash EBITDA		25,272			42,079			54,336			62,823
Margin %		12.3	%		16.6	%		17.4	%		17.6	%

 Notes:

(1) One-time non-recurring costs related to the bankruptcy filing and restructuring initiated in 2014.

(2) Emergence from bankruptcy is expected to take place in February 2015, but accounting adjustments to reflect fresh start accounting are not reflected herein.

PROJECTED BALANCE SHEET (CONSOLIDATED) - Updated January 2015

($ in thousands)	FOR THE MONTH ENDED,												FOR THE YEARS ENDED,
	February			Emergence			Exit Financing			PF February
		2015	F	Adjustments			Adjustments				2015F	(1)		2015	F		2016	F		2017	F		2018	F
ASSETS
CURRENT ASSETS
Cash and cash equivalents (2)	$	13,296		$	(5,286	)	$	1,990		$	10,000		$	15,488		$	28,385		$	34,820		$	57,549
Restricted cash investments		480			-			-			480			480			480			480			480
Accounts receivable, net		33,143			-			-			33,143			24,504			26,345			33,600			38,220
Inventory		107			-			-			107			107			107			107			107
Mobilization costs, net		6,913			-			-			6,913			101			101			101			101
Prepaid expenses and other current assets		3,857			(237	)		-			3,621			4,137			4,137			4,137			4,137
TOTAL CURRENT ASSETS		57,797			(5,522	)		1,990			54,264			44,817			59,555			73,245			100,594
Multi-Client Library, net		135,024			-			-			135,024			88,590			23,438			4,801			7,809
Property and Equipment, net		59,151			-			-			59,151			45,700			40,867			48,859			50,812
Goodwill		10,967			-			-			10,967			10,967			10,967			10,967			10,967
Intangible Assets, net		8,650			-			-			8,650			7,465			6,846			7,299			8,084
Debt Issuance Costs, net		4,583			(4,583	)		2,408			2,408			1,325			50			1,325			50
Other Assets		912			-			-			912			912			912			912			912
TOTAL ASSETS	$	277,084		$	(10,105	)	$	4,398		$	271,377		$	199,776		$	142,636		$	147,408		$	179,228
LIABILITIES AND STOCKHOLDERS’ EQUITY (3)
CURRENT LIABILITIES
Pre-Petition Accounts payable and accrued expenses (4)		14,000			(9,027	)		-			4,973			-			-			-			-
Post-Petition Accounts payable and accrued expenses (4)		18,727			(4,214	)		-			14,514			8,128			10,100			12,544			16,517
Pre-Petition Accrued interest payable (Sr. Notes)		10,514			(10,514	)		-			-			-			-			-			-
Income and other taxes payable		3,535			-			-			3,535			3,535			3,535			3,535			3,535
Deferred revenue		5,938			-			-			5,938			4,310			4,310			4,310			4,310
Other payables		705			-			-			705			705			705			705			705
TOTAL CURRENT LIABILITIES		53,420			(23,755	)		-			29,665			16,678			18,650			21,094			25,068
Non-Controlling Interests		(1	)		-			-			(1	)		(1	)		(1	)		(1	)		(1	)
Other Liabilities		215			-			-			215			215			215			215			215
DEBT:
Debtor-in-Possession Facility		151,881			(151,881	)		-			-			-			-			-			-
10.5% Senior Notes due May 1, 2017		250,000			(250,000	)		-			-			-			-			-			-
Promissory Notes		6,293			(6,293	)		-			-			-			-			-			-
New R/C Facility (Exit Financing)		-			-			1,990			1,990			-			-			(0	)		0
New Term Loan A (Exit Financing)		-			-			60,000			60,000			60,000			60,000			60,000			60,000
New Term Loan B PIK (Exit Financing)		279			-			32,089			32,368			36,867			42,823			49,720			57,728
Notes Issued for Priority Tax Claims (Exit Financing)		-			-			2,000			2,000			1,667			1,267			867			467
Capital Lease Obligations		1,319			-			-			1,319			-			-			-			-
Unamortized OID		(4,070	)		4,070			-			-			-			-			-			-
TOTAL DEBT		405,701			(404,103	)		96,079			97,676			98,533			104,090			110,587			118,195
TOTAL LIABILITIES		459,335			(427,858	)		96,079			127,556			115,426			122,955			131,895			143,477
Commitments and Contingencies		-			-			-			-			-			-			-			-
Common Stock / New Equity Post-Emergence		500			(500	)		94,313			94,313			94,313			94,313			94,313			94,313
Additional paid-in capital (incl. $8.7MM of Pref. Stock, adjusted at emergence)		276,887			(8,696	)		-			268,192			268,192			268,192			268,192			268,192
Accumulated Deficit		(363,104	)		426,948			(185,994	)		(122,150	)		(181,620	)		(246,290	)		(250,458	)		(230,221	)
Subtotal		(85,717	)		417,753			(91,681	)		240,355			180,885			116,215			112,047			132,285
Less: Treasury Stock, At Cost		96,534			-			-			96,534			96,534			96,534			96,534			96,534
TOTAL STOCKHOLDERS’ EQUITY		(182,250	)		417,753			(91,681	)		143,821			84,351			19,681			15,513			35,751
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	277,084		$	(10,105	)	$	4,398		$	271,377		$	199,776		$	142,636		$	147,408		$	179,228

Notes:

(1) Proforma Balance Sheet presented as of February 28, 2015.  Incorporates certain adjustments assuming an emergence date of February 9, 2015.  Does not reflect fresh-start accounting.

(2) Forecast assumes minimum cash balance required of $10 million.

(3) Liabilities and debt amounts are based on actual amounts booked by the Company through December 2014 and may not be reflective of filed and resolved claim amounts.

(4) The split between pre-petition and post-petition Accounts Payable and Accrued Expenses is estimated, actual amounts may vary.

PROJECTED STATEMENT OF CASH FLOWS (CONSOLIDATED) - Updated January 2015

($ in thousands)
		2015F	(1)		2016	F		2017	F		2018	F
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss), attributable to common shareholders	$	(79,169	)	$	(64,670	)	$	(4,168	)	$	20,238
Adj. to recon. net income (loss) to net cash provided by operating activities:
Depreciation (net) and amortization expense		91,276			105,106			59,522			44,388
Non-cash revenues from Multi-client data exchange		-			-			-			-
Deferred tax expense (benefit) (Non-US)		4,221			4,059			5,642			9,748
Cash Taxes Paid (Non-US)		(5,521	)		(4,059	)		(5,642	)		(9,748	)
Debt Issuance Cost Amortization / PIK Interest		6,522			7,231			8,172			9,283
Stock-based compensation		-			-			-			-
(Gain) loss on sale of assets		(1,000	)		(1,000	)		(1,000	)		(1,000	)
Effects of changes in operating assets and liabilities:
Accounts receivable, net		12,914			(1,841	)		(7,254	)		(4,621	)
Mobilization costs, net		7,945			-			-			-
Prepaid expenses and other current assets		(0	)		-			-			-
Pre-Petition - Accounts payable and accrued expenses		(10,604	)		-			-			-
Post Petition - Accounts payable and accrued expenses		(15,500	)		1,973			2,443			3,974
Deferred revenue		(4,496	)		-			-			-
NET CASH PROVIDED BY OPERATING ACTIVITIES		6,588			46,799			57,715			72,262
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(5,249	)		(13,936	)		(23,803	)		(18,752	)
Purchase of intangibles		(750	)		(1,500	)		(1,500	)		(1,500	)
Cash Investment in Multi-client library		(16,205	)		(19,066	)		(24,027	)		(29,881	)
Proceeds from sale of assets		1,000			1,000			1,000			1,000
NET CASH USED IN INVESTING ACTIVITIES		(21,204	)		(33,502	)		(48,330	)		(49,133	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds (issuance) from existing long-term debt issuance		7,109			-			-			-
Cash Posted as Collateral + Utility, BK impact		1			-			-			-
Note Payable - Insurance		(0	)		-			-			-
Principal payments on Exit Financing		(333	)		(400	)		(400	)		(400	)
Debt Issuance Costs		(2,550	)		-			(2,550	)		-
Principal payments on capital lease obligations		(1,909	)		-			-			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,317			(400	)		(2,950	)		(400	)
CASH SURPLUS / (DEFICIT), BEFORE R/C FACILITY FINANCING		(12,299	)		12,897			6,435			22,728
Cash, Beginning Balance	$	27,787		$	15,488		$	28,385		$	34,820
Net Cash Flow		(12,299	)		12,897			6,435			22,728
R/C Facility Borrowing / (Paydown)		-			-			(0	)		0
Cash, Ending Balance	$	15,488		$	28,385		$	34,820		$	57,549
NET CHANGE IN CASH, AFTER R/C FACILITY FINANCING		(12,299	)		12,897			6,435			22,728

Notes:

(1) Cash flows for 2015 include amounts related to emergence from bankruptcy.  Sources and uses for exit financing not presented on income statement or the schedule herein. Does not reflect fresh-start accounting.

EX-10.2

Exhibit 10.2

SECOND LIEN CREDIT AGREEMENT

dated as of February 9, 2015,

among

GLOBAL GEOPHYSICAL SERVICES, LLC,

as Holdings,

GLOBAL GEOPHYSICAL SERVICES, INC.

as Borrower,

THE GUARANTORS PARTY HERETO,

as Guarantors,

THE LENDERS PARTY HERETO,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Administrative Agent and Collateral Agent

TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS
SECTION 1.01	Defined Terms	2
SECTION 1.02	[Reserved]	33
SECTION 1.03	Terms Generally	33
SECTION 1.04	Accounting Terms; GAAP	33
SECTION 1.05	Payments	34
SECTION 1.06	Resolution of Drafting Ambiguities	34
ARTICLE II
THE CREDITS
SECTION 2.01	Loans	34
SECTION 2.02	[Reserved]	35
SECTION 2.03	[Reserved]	35
SECTION 2.04	Evidence of Debt; Repayment of Loans	35
SECTION 2.05	Fees and Premium	36
SECTION 2.06	Interest on Loans	36
SECTION 2.07	Termination of Commitments	37
SECTION 2.08	[Reserved]	37
SECTION 2.09	Repayment of Borrowings	37
SECTION 2.10	Optional and Mandatory Prepayments of Loans	37
SECTION 2.11	Yield Protection	40
SECTION 2.12	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	42
SECTION 2.13	Taxes	44
SECTION 2.14	Mitigation Obligations; Replacement of Lenders	48
SECTION 2.15	Defaulting Lenders	49
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01	Organization; Powers	50
SECTION 3.02	Authorization; Enforceability	50
SECTION 3.03	No Conflicts	51
SECTION 3.04	Financial Statements; Projections	51
SECTION 3.05	Properties	52
SECTION 3.06	Intellectual Property	53
SECTION 3.07	Equity Interests and Subsidiaries	54
SECTION 3.08	Litigation; Compliance with Laws	55
SECTION 3.09	Agreements	55
SECTION 3.10	Federal Reserve Regulations	55

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SECTION 3.11	Governmental Regulation	56
SECTION 3.12	Use of Proceeds	56
SECTION 3.13	Taxes	56
SECTION 3.14	No Material Misstatements	56
SECTION 3.15	Labor Matters	57
SECTION 3.16	Solvency	57
SECTION 3.17	Employee Benefit Plans	57
SECTION 3.18	Environmental Matters	58
SECTION 3.19	Security Documents	59
SECTION 3.20	Sanctions	60
SECTION 3.21	Anti-Corruption Laws & Sanctions	61
SECTION 3.22	No Material Adverse Effect	61
SECTION 3.23	Customers and Suppliers	61
SECTION 3.24	Insurance	61
SECTION 3.25	Permits, Etc.	61
SECTION 3.26	Colombian Bankruptcy Proceeding	62
SECTION 3.27	Global Eurasia	62
ARTICLE IV
CONDITIONS TO CREDIT EXTENSIONS
SECTION 4.01	Conditions to Effectiveness of this Agreement	62
ARTICLE V
AFFIRMATIVE COVENANTS
SECTION 5.01	Financial Statements, Reports, etc.	66
SECTION 5.02	Litigation and Other Notices	69
SECTION 5.03	Existence; Businesses and Properties; Compliance with Laws	69
SECTION 5.04	Insurance	70
SECTION 5.05	Taxes and Claims	71
SECTION 5.06	Employee Benefits	72
SECTION 5.07	Maintaining Records; Access to Properties and Inspections; Annual Meetings	72
SECTION 5.08	Use of Proceeds	73
SECTION 5.09	Compliance with Environmental Laws; Environmental Reports	73
SECTION 5.10	Additional Collateral; Additional Guarantors	74
SECTION 5.11	Security Interests; Further Assurances	75
SECTION 5.12	Information Regarding Collateral	75
SECTION 5.13	Senior Indebtedness	76
SECTION 5.14	MCD Subsidiary	76
SECTION 5.15	Miscellaneous Business Covenants	76
SECTION 5.16	Colombian Matters	77
SECTION 5.17	Post-Closing Matters	77

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ARTICLE VI
NEGATIVE COVENANTS
SECTION 6.01	Indebtedness	77
SECTION 6.02	Liens	80
SECTION 6.03	Sale and Leaseback Transactions	82
SECTION 6.04	Investment, Loan and Advances	82
SECTION 6.05	Mergers and Consolidations	83
SECTION 6.06	Asset Sales	83
SECTION 6.07	Dividends	84
SECTION 6.08	Transactions with Affiliates	84
SECTION 6.09	Financial Covenants	85
SECTION 6.10	Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc.	86
SECTION 6.11	Limitation on Certain Restrictions on Subsidiaries	86
SECTION 6.12	Business; Passive Holding Company; MCD Subsidiary	87
SECTION 6.13	Limitation on Accounting Changes	88
SECTION 6.14	Fiscal Year	88
SECTION 6.15	No Further Negative Pledge	88
SECTION 6.16	Sanctions	88
SECTION 6.17	Sanctioned Person	88
SECTION 6.18	Deposit Accounts and Securities Accounts; Cash in Foreign Jurisdictions	88
SECTION 6.19	Assets of Non-Loan Parties	89
SECTION 6.20	Assets of Global Eurasia	89
SECTION 6.21	Use of Proceeds	89
ARTICLE VII
GUARANTEE
SECTION 7.01	The Guarantee	89
SECTION 7.02	Obligations Unconditional	89
SECTION 7.03	Reinstatement	91
SECTION 7.04	Subrogation; Subordination	91
SECTION 7.05	Remedies	91
SECTION 7.06	Instrument for the Payment of Money	91
SECTION 7.07	Continuing Guarantee	91
SECTION 7.08	General Limitation on Guarantee Obligations	91
SECTION 7.09	Release of Guarantors	92
SECTION 7.10	Right of Contribution	92
ARTICLE VIII
EVENTS OF DEFAULT
SECTION 8.01	Events of Default	92
SECTION 8.02	Rescission	95
SECTION 8.03	Application of Proceeds	96

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ARTICLE IX
THE AGENTS
SECTION 9.01	Appointment and Authority	97
SECTION 9.02	Powers and Duties	97
SECTION 9.03	General Immunity	97
SECTION 9.04	Agents Entitled to Act as Lender	99
SECTION 9.05	Lenders’ Representations, Warranties and Acknowledgment	99
SECTION 9.06	[Reserved]	100
SECTION 9.07	Successor Administrative Agent and Collateral Agent	100
SECTION 9.08	Collateral Documents and Guarantee	102
SECTION 9.09	Agency for Perfection	102
SECTION 9.10	Proofs of Claim	103
SECTION 9.11	Reports and Other Information; Confidentiality; Disclaimers	103
ARTICLE X
MISCELLANEOUS
SECTION 10.01	Notices	104
SECTION 10.02	Waivers; Amendment	107
SECTION 10.03	Expenses; Indemnity; Damage Waiver	109
SECTION 10.04	Successors and Assigns	111
SECTION 10.05	Survival of Agreement	115
SECTION 10.06	Counterparts; Integration; Effectiveness	115
SECTION 10.07	Severability	115
SECTION 10.08	Right of Setoff	115
SECTION 10.09	Governing Law; Jurisdiction; Consent to Service of Process	116
SECTION 10.10	Waiver of Jury Trial	117
SECTION 10.11	Headings	117
SECTION 10.12	Treatment of Certain Information; Confidentiality	117
SECTION 10.13	USA PATRIOT Act Notice	118
SECTION 10.14	Interest Rate Limitation	118
SECTION 10.15	Obligations Absolute	119
SECTION 10.16	No Advisory or Fiduciary Responsibility	119
SECTION 10.17	Intercreditor Agreement	119

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SCHEDULES
Schedule 1.01(a)	Competitors
Schedule 1.01(b)	Guarantors
Schedule 1.01(c)	Implemented Compliance Enhancements
Schedule 2.01	Loans and Commitments
Schedule 3.04(c)	Forecasts
Schedule 3.06(a)	Ownership; No Claims
Schedule 3.06(b)	Seismic Data Library
Schedule 3.06(c)	Proprietary Software
Schedule 3.06(d)	Licensed Software
Schedule 3.07(c)	Organizational Chart
Schedule 3.08	Litigation; Compliance with Laws
Schedule 3.09	Material Agreements
Schedule 3.18	Environmental Matters
Schedule 5.15(d)	Concessions
Schedule 5.17	Post-Closing Matters
Schedule 6.01(h)	Existing Indebtedness
Schedule 6.02(m)	Existing Liens
Schedule 6.04(f)	Existing Investments
Schedule 6.08(c)	Existing Affiliate Transactions
EXHIBITS
Exhibit A	[Reserved]
Exhibit B	Form of Assignment and Assumption
Exhibit C	[Reserved]
Exhibit D	Form of Compliance Certificate
Exhibit E	Form of Intercompany Note
Exhibit F	Form of Intercreditor Agreement
Exhibit G	Form of Joinder Agreement
Exhibit H	Form of Term Note
Exhibit I	Form of Security Agreement
Exhibit J	Form of Solvency Certificate
Exhibit K	Form of Pledge Agreement
Exhibit L	Forms of Non-Bank Tax Certificates

-5-

SECOND LIEN CREDIT AGREEMENT

This SECOND LIEN CREDIT AGREEMENT dated as of February 9, 2015, among GLOBAL GEOPHYSICAL SERVICES, LLC, a Delaware limited liability company (“Holdings”), GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (“Borrower”), the GUARANTORS as defined herein, the LENDERS from time to time party hereto and Wilmington Trust, National Association (“Wilmington”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.

WITNESSETH:

WHEREAS, on March 25, 2014, Borrower and each of its then-existing Domestic Subsidiaries, as debtors and debtors-in-possession (the “Debtors”), commenced voluntary cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), which cases are being jointly administered (the “Cases”);

WHEREAS, the Joint Plan of Reorganization of the Debtors (the “Plan of Reorganization”, as hereinafter further defined) has been confirmed pursuant to the Confirmation Order (as defined below), and concurrently with the making of the initial loans hereunder, the effective date with respect to such Plan of Reorganization has occurred;

WHEREAS, Borrower has requested, and the Lenders have agreed to make available to Borrower, a term loan upon and subject to the terms and conditions set forth in this Agreement to (a) consummate the Plan of Reorganization in accordance with the terms of the Plan of Reorganization, (b)fund certain fees and expenses associated with the funding of the Loans and consummation of the Plan of Reorganization, (c) satisfy the obligations under the Predecessor Credit Agreement and (d) provide for working capital and other general corporate purposes of Borrower (subject, in each case, to the limitations set forth herein);

WHEREAS, Borrower desires to secure all of its Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon substantially all of its personal and real property (subject to the limitations set forth herein and in the Security Documents);

WHEREAS, Holdings owns all of the Equity Interests of Borrower, is willing to guaranty all of the Obligations and to pledge to the Collateral Agent, for the benefit of the Secured Parties, all of the Equity Interests of Borrower and substantially all of its other personal and real property to secure the Obligations (subject to the limitations set forth herein and in the Security Documents);

WHEREAS, subject to the terms hereof, each Guarantor is willing to guarantee all of the Obligations of Borrower and to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien upon substantially all of its personal and real property;

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

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ARTICLE I

DEFINITIONS

SECTION 1.01Defined Terms.  As used in this Agreement, the following terms shall have the meanings specified below:

“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article IX.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in form and substance acceptable to the Administrative Agent.

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided, however, that, for purposes of Section 6.08, the term “Affiliate” shall also include (a) any person that directly or indirectly owns more than 10% of any class of Equity Interests of the person specified or (b) any person that is an executive officer or director of the person specified; provided further that notwithstanding the foregoing, none of the Permitted Holders shall be Affiliates of any of the Companies for purposes of this Agreement or any other Loan Document.

“Agents” shall mean the Administrative Agent and the Collateral Agent; and “Agent” shall mean any of them.

“Agreement” shall mean this Second Lien Credit Agreement dated as of February 9, 2015.

“Anti-Corruption Laws” shall mean all laws, rules and regulations of any jurisdiction applicable to Holdings and its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.20.

“Applicable Margin” shall mean a percentage per annum equal to 15.5% per annum.

“Approved Fund” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

-2-

“Asset Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or other disposition in one transaction or a series of transactions  (including by way of merger or consolidation and including any Sale and Leaseback Transaction) of any property (including Capital Stock), excluding sales of inventory, non-exclusive licenses of Multi-Client Data, Brazilian Multi-Client Data and other Intellectual Property, assignments and dispositions of cash and Cash Equivalents, dispositions of accounts receivable in connection with the compromise, settlement or collection thereof, in each case (other than in the case of cash and Cash Equivalents and dispositions constituting Casualty Events), in each case in the ordinary course of business and consistent with past practice, by, or at the direction of, Holdings or any of its Subsidiaries and (b) any issuance or sale of any Equity Interests of any Subsidiary of Holdings, in each case referred to in clauses (a) and (b), to any person other than (i) Borrower, (ii) any Guarantor or (iii) other than for purposes of Section 6.06, any other Subsidiary.  For purposes of clarification, “Asset Sale” shall include (a) the sale or other disposition for value of any contracts and (b) any sale of merchant accounts (or any rights thereto (including, without limitation, any rights to any residual payment stream with respect thereto)) by any Loan Party, but shall exclude the early termination or modification of any contract resulting in the receipt by any Loan Party of a cash payment or other consideration in exchange for such event.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.04(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit B, or any other form approved by the Administrative Agent.

“Attributable Indebtedness” shall mean, when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at the rate of interest implicit in such transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction; provided, however, if such Sale and Leaseback Transaction results in a Capital Lease Obligation, the amount of Attributable Indebtedness represented thereby shall be determined in accordance with the definition of Capital Lease Obligation and shall not constitute Attributable Indebtedness.

“Available Cash” shall mean, as of any date of determination, the amount of unrestricted cash (excluding, for the avoidance of doubt, Cash Equivalents) of Holdings and its Subsidiaries that (a) is in Deposit Accounts, which are subject to Control Agreements and are maintained by a branch office of a bank intermediary or depository institution located within the United States and (b) is shown or reported by such bank intermediary or depository institution as available for withdrawal by Holdings or its Domestic Subsidiaries; provided, however, that any cash held by Holdings and its Subsidiaries pending reinvestment pursuant to Section 2.10(f) or Section 2.10(i) shall not constitute “Available Cash”.

“Backstop Agreement” shall mean the Second Amended and Restated Backstop Conversion Commitment Agreement, dated as of October 31, 2014, among the Borrower, certain subsidiaries of the Borrower, and the investors party thereto.

“Bankruptcy Code” shall have the meaning assigned to such term in the recitals hereto.

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“Bankruptcy Court” shall have the meaning assigned to such term in the recitals hereto.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Board of Directors” shall mean, with respect to any person, (a) in the case of any corporation, the board of directors of such person, (b) in the case of any limited liability company, the board of managers of such person, the requisite managers or members required under the Organizational Documents of such person or in the event of a sole member-managed limited liability company, the Board of Directors of such sole member, (c) in the case of any partnership, the Board of Directors of the general partner of such person and (d) in any other case, the functional equivalent of the foregoing.

“Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Borrower Registered Intellectual Property” shall have the meaning assigned to such term in Section 3.06(a).

“Borrowing” shall mean Loans made on the same date.

“Brazilian Multi-Client Data” shall mean any rights (including ownership or licensing) to seismic data surveys in Brazil and related data collected, compiled, derived, analyzed or acquired by or on behalf of Borrower or any of its Subsidiaries for its multi-client seismic data library or otherwise incorporated or included in such data library whether now existing or hereafter acquired or created.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City, Houston, Texas or Wilmington, Delaware are authorized or required by law to close.

“Capital Assets” shall mean, with respect to any person, all equipment, fixed assets and Real Property or improvements of such assets by such person, or replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on the balance sheet of such person.

“Capital Expenditures” shall mean, for any period, without duplication, all expenditures made directly or indirectly by Holdings and its Subsidiaries during such period for Capital Assets (whether paid in cash or other consideration, financed by the incurrence of Indebtedness or accrued as a liability), including, without limitation, all expenditures of Holdings and its Subsidiaries during such period to purchase or acquire multi-client seismic data from a third party, but excluding expenditures made in connection with the replacement, substitution or restoration of property pursuant to Section 2.10 and excluding Multi-Client Development Costs.  For purposes of this definition, the purchase price of equipment or other fixed assets that are purchased simultaneously with the trade-in of existing assets or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such assets for the assets being traded in at such time or the amount of such insurance proceeds, as the case may be.

-4-

“Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cases” shall have the meaning assigned to such term in the recitals hereto.

“Cash Equivalents” shall mean:

(a)readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof in each case with maturities not more than one year from the date of acquisition thereof;

(b)time deposits (including eurodollar time deposits) with, or certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper (including without limitation promissory notes or other borrowings) rated at least “Prime-l” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, as of the date of acquisition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than one year from the date of acquisition thereof;

(c)commercial paper issued by any person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P as of the date of acquisition, in each case with maturities of not more than one year from the date of acquisition thereof;

(d)repurchase obligations of any commercial bank (or any Affiliate thereof) satisfying the requirements of clause (c) above, having a term of not more than 30 days;

(e)securities issued or fully guaranteed by any state, commonwealth or territory of the United States of America or by any political subdivision (including any municipality) or taxing authority of any such state, commonwealth or territory, the securities of which state, commonwealth, territory, political subdivision or taxing authority (as the case may be) are rated at least “A” (or A-1, SP1 or other then equivalent grade) by S&P or at least “A1” (or “Prime-1” or MIG-1 or other then equivalent grade) by Moody’s as of the date of acquisition and, in each case, with a maturity of not more than one year from the date of acquisition thereof;

(f)securities and loans with maturities of one year or less from the date of acquisition issued by, or backed by a standby letter of credit issued by, any commercial bank satisfying the requirements of clause (c) above;

(g)shares in money market investment programs registered under the Investment Company Act of 1940 substantially all of whose assets are comprised of securities of the types

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(h)described in clauses (a) through (e) above and which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P; and

(i)investments by a Foreign Subsidiary of comparable tenure and credit quality to those described in the foregoing clauses (a) through (g), customarily utilized by entities similarly situated and of similar size to such Foreign Subsidiary organized under the laws of the jurisdiction of such Foreign Subsidiary for short-term cash management purposes to the extent reasonably required in connection with any business conducted by such Foreign Subsidiary in such jurisdiction.

“Cash Interest Expense” shall mean, for any period, Consolidated Interest Expense for such period, less without duplication (a) interest on any debt paid by the increase in the principal amount of such debt including by accretion and issuance of additional debt of such kind, (b) to the extent included in the determination of Consolidated Interest Expense for such period, non-cash amounts attributable to amortization of financing costs paid in a previous period, (c) to the extent included in the determination of Consolidated Interest Expense, non-cash amounts attributable to amortization of debt discounts (including, without limitation, the amortization of any debt discounts recognized under ASC 470 in respect of convertible debt instruments that may be settled in cash upon conversion), and (d) any other non-cash amounts included in the determination of Consolidated Interest Expense for such period (but only to the extent that such amount is not required to be paid in cash in any subsequent period).

“Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of Holdings or any of its Subsidiaries.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq., and all implementing regulations.

A “Change in Control” shall be deemed to have occurred if:

(a)at any time a “change of control” (or similar event) occurs under any Material Indebtedness; or

(b)the Permitted Holders together directly or indirectly fail to own legally and/or beneficially or to have the power to vote or direct the voting of more than 35% of the issued and outstanding Equity Interests of Holdings, whether voting or non-voting; or

(c)the Permitted Holders together directly or indirectly fail to possess the right to elect a majority of the Board of Directors of Holdings; or

(d)Holdings fails to directly own 100% of the combined voting power of all Voting Stock and the economic interests of Borrower.

“Change in Law” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking into effect of any law, treaty, or governmental order, policy, rule or regulation, (b) any change in any law, treaty, order, policy, rule or regulation or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

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“Charges” shall have the meaning assigned to such term in Section 10.14.

“Closing Date” shall mean February 9, 2015.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall mean, collectively, all of the Security Agreement Collateral, the Pledge Agreement Collateral, the Mortgaged Property and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Security Document and all proceeds and products thereof.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article IX.

“Collateral and Guarantee Requirement” shall mean, at any time, the requirement that:

(a)the Agents shall have received:

(i)from Holdings and each Designated Subsidiary, either (A) a counterpart to this Agreement duly executed and delivered on behalf of such Person or (B) in the case of any Person that becomes a Designated Subsidiary after the Closing Date, a Joinder Agreement or such comparable documentation to become a Guarantor in form and substance satisfactory to the Required Lenders, in either case, duly executed and delivered on behalf of such Person;

(ii)from each Designated Subsidiary that is a Domestic Subsidiary and each Designated Non-Domestic Loan Party, (A) either (1) counterparts of the Security Agreement and the Pledge Agreement duly executed and delivered on behalf of such Person or (2) in the case of a Person that becomes a Designated Subsidiary that is a Domestic Subsidiary or a Designated Non-Domestic Loan Party after the Closing Date, supplements to the Security Agreement and the Pledge Agreement in the form specified therein or in form and substance satisfactory to the Required Lenders, in each case, duly executed and delivered on behalf of such Person and (B) Control Agreements duly executed and delivered by such Person to the extent required by the Security Documents;

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(iii)from Holdings and each Designated Subsidiary that owns Equity Interests in a Subsidiary organized under the laws of Canada or the Cayman Islands, one or more pledge agreements governed by the laws of Canada or the Cayman Islands, as applicable,  in form and substance acceptable to the Required Lenders, necessary or advisable in the opinion of the Required Lenders to secure the Secured Obligations and grant a lien on, and pledge, 100% of such Equity Interests;

(iv)from each Designated Subsidiary that is a Foreign Subsidiary, one or more Security Documents (including, Control Agreements or comparable documentation under the laws of the jurisdiction of organization of such Person), in form and substance acceptable to the Required Lenders, necessary or advisable in the opinion of the Required Lenders to secure the Guaranteed Obligations and grant a Lien on the assets of such Person that constitute Collateral in which a security interest may be obtained under the laws of the jurisdiction of organization of such Person, in each case, duly executed and delivered on behalf of such Person;

(v)from Holdings and each Subsidiary (other than Global Geophysical Services Arabia, Ltd.), a copy of either (A) a counterpart of the Intercompany Note duly executed and delivered by such Person or (B) in the case of any Person that becomes a Subsidiary after the Closing Date, a supplement to the Intercompany Note, in the form specified therein or in form and substance satisfactory to the Required Lenders, in each case, duly executed and delivered on behalf of such Person;

(b)subject to the requirements set forth in the Security Documents (i) unless such Equity Interests are uncertificated, all certificates representing all of the Equity Interests in any Subsidiary owned by or on behalf of any Loan Party shall have been pledged to the Collateral Agent and such certificates, together with undated stock powers or other appropriate instruments of transfer duly executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, shall have been delivered to the Collateral Agent (or to the First Lien Collateral Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement) and (ii) all physical intercompany notes owing from a Loan Party to another Loan Party, together with instruments of transfer duly executed and delivered in blank by an authorized officer of such Loan Party, shall have been delivered to the Collateral Agent (in each case, subject to the Intercreditor Agreement, and other than certificates and physical intercompany notes that are delivered to the collateral agent under the First Lien Loan Documents);

(c)all documents and instruments, including Uniform Commercial Code financing statements, required by applicable law or requested by the Required Lenders to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been filed, registered or recorded; and

(d)each Loan Party shall have obtained all consents and approvals required by it in connection with the execution and delivery of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting of it of the Liens thereunder.

“Colombian Bankruptcy Proceeding” shall have the meaning assigned to such term in Section 3.26.

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“Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make a Loan hereunder on the Closing Date.

“Communications” shall have the meaning assigned to such term in Section 10.01(d).

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Companies” shall mean Holdings and its Subsidiaries; and “Company” shall mean any one of them.

“Competitor” shall mean any Person designated by Borrower as a “Competitor” on Schedule 1.01(a).

“Compliance Certificate” shall mean a certificate of a Financial Officer substantially in the form of Exhibit D.

“Confidential Information Memorandum” shall mean that certain confidential information memorandum dated as of October 2014.

“Confirmation Order” shall mean the order confirming the Loan Parties’ Plan of Reorganization in form, scope and substance satisfactory to the Required Lenders and shall include, without limitation, such provisions with respect to the Loan Documents as are reasonably satisfactory to the Lenders and, providing, among other things, (a) that Borrower and the Loan Parties shall be authorized to (i) enter into the Loan Documents, (ii) grant the Liens and security interests and incur or guarantee the Obligations under the Loan Documents, (iii) issue, execute and deliver all documents, agreements and instruments necessary or appropriate to implement and effectuate all obligations under the Loan Documents and to take all other actions necessary to implement and effectuate Borrowings under the Loan Documents and (iv) release and terminate all UCC filings made against Holdings and its Subsidiaries prior to the date of the Confirmation Order and (b) that the Debtors are released from all liability relating to all prior conduct relating to internal compliance with OFAC, anti-terrorism laws and anti-corruption laws to the fullest extent permitted by applicable law.  Except as consented to by the Lenders (with such consent not to be unreasonably withheld or delayed), the Bankruptcy Court’s retention of jurisdiction under the Confirmation Order shall not govern the enforcement of the Loan Documents or any rights or remedies related thereto.

“Consolidated Amortization Expense” shall mean, for any period, the amortization expense of Holdings and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Cash EBITDA” shall mean, for any period, Consolidated Net Income for such period, adjusted by (x) adding thereto, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication:

(a)Consolidated Interest Expense for such period,

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(b)Consolidated Amortization Expense for such period,

(c)Consolidated Depreciation Expense for such period,

(d)Consolidated Tax Expense for such period,

(e)the aggregate amount of all other non-cash charges reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period or amortization of a prepaid cash item that was paid in a prior period and excluding any write-down of a right to receive a payment or other consideration) for such period, and

(y)   subtracting therefrom, without duplication:

(a)the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period,

(b)interest income,

(c)other income, and

(d)Multi-Client Data Development Costs.

“Consolidated Current Assets” shall mean, as at any date of determination, the total assets of Holdings and its Subsidiaries which may properly be classified as current assets (other than assets held for sale) on a consolidated balance sheet of Holdings and its Subsidiaries in accordance with GAAP, excluding cash and Cash Equivalents.

“Consolidated Current Liabilities” shall mean, as at any date of determination, the total liabilities of Holdings and its Subsidiaries which may properly be classified as current liabilities (other than the current portion of any long-term Indebtedness and liabilities held for sale) on a consolidated balance sheet of Holdings and its Subsidiaries in accordance with GAAP.

“Consolidated Depreciation Expense” shall mean, for any period, the depreciation expense of Holdings and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” shall mean, for any period, the total consolidated interest expense of Holdings and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP plus, without duplication:

(a)imputed interest on Capital Lease Obligations and Attributable Indebtedness of Holdings and its Subsidiaries for such period;

(b)commissions, discounts and other fees and charges owed by Holdings or any of its Subsidiaries with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period; and

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(c)the interest portion of any deferred payment obligations of Holdings or any of its Subsidiaries for such period;

provided that Consolidated Interest Expense shall be calculated after giving effect to Hedging Agreements related to interest rates (including associated costs), but excluding unrealized gains and losses with respect to Hedging Agreements related to interest rates.

“Consolidated Liquidity” shall mean, for any period, an amount determined for Holdings and its Subsidiaries on a consolidated basis equal to (a) Available Cash plus (b) the amount Borrower is entitled at such time to borrow as Revolving Loans under Section 2.01(b) of the First Lien Credit Agreement (after giving effect to all outstanding Revolving Loans); provided that the amount counted pursuant to this clause (b) shall not exceed $5,750,000.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of Holdings and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

(a)the net income of any person (other than a Subsidiary of Holdings) in which any person other than Holdings and its Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by Holdings or (subject to clause (b) below) any of its Subsidiaries during such period;

(b)the net income of any Subsidiary of Holdings during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not permitted by operation of the terms of its Organizational Documents or any agreement, instrument or Requirement of Law applicable to that Subsidiary during such period, except that Holdings’ equity in net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income;

(c)any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by Holdings or any of its Subsidiaries upon any Asset Sale (other than any dispositions in the ordinary course of business) by Holdings or any of its Subsidiaries or returned surplus assets of any Plan;

(d)gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period;

(e)earnings resulting from any reappraisal, revaluation or write-up of assets;

(f)unrealized gains and losses with respect to Hedging Obligations for such period;

(g)any net after-tax extraordinary or nonrecurring gains or losses (less all fees and expenses related thereto); and

(h)any after tax effect of income (or loss) from discontinued operations and any net after tax gains or losses on disposal of disposed, abandoned or discontinued operations.

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“Consolidated Tax Expense” shall mean, for any period, the tax expense of Holdings and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

“Contingent Obligation” shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement obligation arises (which reimbursement obligation shall constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business, typical contractual indemnities provided in the ordinary course of business or any product warranties.  The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreement” shall mean, with respect to a Deposit Account, a control agreement or other similar agreement with the Collateral Agent and a Grantor (as defined in the Security Agreement), in form and substance reasonably satisfactory to the Collateral Agent at the direction of the Required Lenders, in order to give the Collateral Agent “control” (within the meaning set forth in Section 9-104) of the UCC) of such account.

“Credit Extension” shall mean the making of a Loan by a Lender.

“Debt Issuance” shall mean the incurrence by Holdings or any of its Subsidiaries of any Indebtedness after the Closing Date (other than as permitted by Section 6.01).

“Debtors” shall have the meaning assigned to such term in the preamble hereto.

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“Debtor Relief Laws” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

“Default Rate” shall have the meaning assigned to such term in Section 2.06(b).

“Defaulting Lender” shall mean, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified Borrower and the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or Borrower, to confirm in writing to the Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  The Administrative Agent shall not be deemed to have knowledge of any event or circumstance that would make a Lender a Defaulting Lender, other than pursuant to clause (a)(i) above, unless and until the Administrative Agent has received written notice of such event or circumstance.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) upon delivery of written notice of such determination to Borrower and each Lender.

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“Designated Non-Domestic Loan Party” shall mean each Designated Subsidiary that is not a Domestic Subsidiary that (a) directly owns any Equity Interests of a Person that is organized or existing under the laws of the United States, any state thereof or the District of Columbia or (b) otherwise directly owns any asset (including any right arising under any agreement) where, based on the applicable law of the United States, any state thereof or the District of Columbia or of the jurisdiction of organization of such Person, the creation or perfection of a security interest in such Person’s right, title or interest in, to or under such asset is to be determined under the law of the United States, any state thereof or the District of Columbia.

“Designated Subsidiary” shall mean (a) any Domestic Subsidiary, (b) any Subsidiary organized under the laws of the Cayman Islands and (c) any Subsidiary organized under the laws of Canada.

“DIP Agent” shall mean Wilmington in its capacity as administrative agent for the lenders under the Predecessor Credit Agreement.

“DIP Loans” shall have the meaning assigned to such term in Section 2.01(a).

“Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to 181 days after the Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests which would otherwise constitute Disqualified Capital Stock pursuant to this definition, in each case at any time on or prior to 181 days after the Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, however, that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the 181st day after the Maturity Date shall not constitute Disqualified Capital Stock if the payment upon such redemption is contractually subordinated in right of payment to the Obligations.

“Dividend” with respect to any person shall mean that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such person) or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration (other than Qualified Capital Stock of such person) any of its Equity Interests outstanding (or any options or warrants issued by such person with respect to its Equity Interests).  Without limiting the foregoing, “Dividends” with respect to any person shall also include all payments made or required to be made by such person with respect to any stock appreciation rights, equity incentive or achievement plans or any similar plans.

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“dollars” or “$” shall mean lawful money of the United States.

“Domestic Subsidiary” shall mean any Subsidiary that is organized or existing under the laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” shall mean (a) any Lender, (b) an Affiliate of any Lender, (c) an Approved Fund and (d) any other person approved by the Administrative Agent and Borrower (each such approval not to be unreasonably withheld or delayed, and Borrower shall be deemed to have so approved such person unless Borrower shall object thereto by written notice to the Administrative Agent within ten (10) days after Borrower having received notice thereof); provided that (i) no approval of Borrower shall be required during the continuance of an Event of Default and (ii) “Eligible Assignee” shall not include (1) Holdings or any of its Affiliates or Subsidiaries, (2) any natural person or (3) any Competitor or any of its Affiliates.

“Embargoed Person” shall have the meaning assigned to such term in Section 6.17.

“Environment” shall mean ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources or as otherwise defined in any Environmental Law.

“Environmental Claim” shall mean any written claim, notice, or demand, or any order, action, suit, proceeding or other written communication alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (a) the presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (b) any violation or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health, safety or the Environment.

“Environmental Law” shall mean any and all present and future treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements, and the common law, relating to protection of public health or the Environment, the Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health, and any and all Environmental Permits.

“Environmental Permit” shall mean any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under Environmental Law.

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the Closing Date or issued after the Closing Date, but excluding debt securities convertible or exchangeable into such equity. Without limiting the foregoing, for purposes of Section 6.07, Equity Interests shall include stock appreciation rights, or rights with respect to equity incentive or achievement plans or any similar plans.

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“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation); (b) with respect to a Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived; (c) the failure to timely make a required contribution with respect to any Plan or Multiemployer Plan; (d) the filing pursuant to Section 412(c) of the Code and Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan or any Multiemployer Plan; (e) a determination that a Plan is, or is reasonably expected to be, in “at-risk status” (as defined in Section 303(i)(4) of ERISA); (f) a determination that a Multiemployer Plan is, or is reasonably expected to be, in “endangered status” or in “critical status” (each as defined in Section 305(b) of ERISA); (g) the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (h) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (i) the incurrence by any Company or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (j) the receipt by any Company or its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (k) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Plan; (l) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security; and (m) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any Company.

“Event of Default” shall have the meaning assigned to such term in Section 8.01.

“Excess Cash Flow” shall mean, for any Excess Cash Flow Period, Consolidated Cash EBITDA for such Excess Cash Flow Period, minus, without duplication:

(a)Cash Interest Expense and payments to prepay, repay, redeem, purchase, defease or otherwise satisfy obligations (including conversion obligations) with respect to Indebtedness of Holdings and its Subsidiaries (except (i) such repayments of Borrowings of Revolving Loans or other borrowings under a revolving credit facility, but including such repayment to the extent there is an equivalent permanent reduction in the commitments related thereto, and (ii) to the extent such repayments are financed with the proceeds of the incurrence of Indebtedness that are not Revolving Loans or other borrowings under a revolving credit facility) to the extent actually made, for such Excess Cash Flow Period;

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(b)Capital Expenditures during such Excess Cash Flow Period that are permitted to be made hereunder and are paid in cash (other than Capital Expenditures to the extent financed with the proceeds of the incurrence of Indebtedness);

(c)taxes of Holdings and its Subsidiaries (including any related interest and penalties) that were paid in cash during such Excess Cash Flow Period;

(d)losses (other than any non-cash loss) excluded from the calculation of Consolidated Net Income by operation of clause (c) or (h) of the definition thereof that are incurred during such Excess Cash Flow Period;

(e)cash payments, if any, added back to Consolidated Cash EBITDA pursuant to clause (e) of the definition thereof during such Excess Cash Flow Period; and

(f)any premium paid in cash during such period in connection with the prepayment, repayment, redemption, purchase, defeasance or other satisfaction prior to scheduled maturity of Indebtedness permitted to be prepaid, repaid, redeemed, purchased, defeased or satisfied hereunder;

provided, that to the extent not already included in Consolidated Net Income, Excess Cash Flow shall include the receipt by Holdings or any Subsidiary of a cash payment or other consideration in connection with the early termination or modification of any contract;

provided further, that any amount deducted pursuant of any of the foregoing clauses that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period;

plus, without duplication, income or gain excluded from the calculation of Consolidated Net Income by operation of clause (c) or (h) of the definition thereof that is realized in cash during such Excess Cash Flow Period.

“Excess Cash Flow Period” shall mean (a) with respect to prepayments to be made pursuant to Section 2.10(j) for the fiscal year ending December 31, 2015, the period commencing on the Closing Date and ending on December 31, 2015 and (b) the fiscal year of Holdings ending December 31, 2016 and each fiscal year of Holdings thereafter.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder (each a “recipient” for purposes of this definition), (a) Taxes imposed on or measured by its net income (however denominated), franchise Taxes and branch profits Taxes, in each case imposed on it, by a jurisdiction (or any political subdivision thereof) as a result of the recipient being organized or having its principal office or, in the case of any Lender, its applicable lending office in such jurisdiction, (b) Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transactions pursuant to or enforced any Loan Document or sold or assigned any interest in any Loan or any Loan Document), (c) in the case of a Lender (other than an assignee pursuant to a request by any Loan Party under Section 2.14), with respect to any payment made by or on account of any obligation of any Loan Party, any U.S. federal withholding Tax imposed pursuant to a law in effect at the time such Lender becomes a party hereto (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding Tax pursuant to Section 2.13(a), (d) Taxes resulting from a Lender’s failure to comply with Section 2.13(e) and (e) any U.S. federal withholding Tax imposed under FATCA.

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“Executive Order” shall have the meaning assigned to such term in Section 3.20.

“Extraordinary Receipts” shall mean any cash received by Holdings or any of its Subsidiaries not in the ordinary course of business (and not consisting of Net Cash Proceeds described in clauses (a) through (c) of the definition thereof), including, without limitation, (a) foreign, United States, state or local tax refunds, (b) pension plan reversions, (c) judgments or proceeds of settlements in connection with any cause of action (including any settlement payments in connection with actual or threatened legal actions or assertions of breach of contract claims), excluding any such judgments or proceeds of settlements arising in connection with contracts providing for payments in the ordinary course of business, and (d) indemnity payments; provided, that Extraordinary Receipts shall exclude cash receipts from proceeds of insurance or indemnity payments to the extent such proceeds, awards or payments are received by Holdings or any of its Subsidiaries in respect of any claim by a third party that is not an Affiliate against Holdings or any of its Subsidiaries and actually applied by Holdings or any of its Subsidiaries to pay (or reimburse such third party that is not an Affiliate for its prior payment of) such claim and the reasonable and documented out-of-pocket expenses of such third party that is not an Affiliate with respect thereto.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the Closing Date, (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement.

“Federal Funds Effective Rate” shall mean, for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i)

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if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to Administrative Agent on such day on such transactions as determined by Administrative Agent.

“Fee Letter” means the letter agreement, dated as of February 9, 2015, between the Borrower and the Administrative Agent.

“Financial Officer” of any person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such person.

“Financial Plan” shall have the meaning assigned to such term in Section 5.01(f).

“FIRREA” shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“First Lien Collateral Agent” shall mean Wilmington Savings Fund Society, FSB.

“First Lien Credit Agreement” shall mean the First Lien Credit Agreement, dated as of the Closing Date, by and among Borrower, Holdings, the other guarantors party thereto, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the Intercreditor Agreement.

“First Lien Loan Documents” shall mean the First Lien Credit Agreement and the other Loan Documents as defined in the First Lien Credit Agreement, all as amended, restated, supplemented or otherwise modified from time to time or refinanced or replaced in accordance with the Intercreditor Agreement.

“Foreign Lender” shall mean any Lender that is not, for U.S. federal income tax purposes, (a) an individual who is a citizen or resident of the United States, (b) a corporation, partnership or other entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any state thereof or the District of Columbia, (c) an estate whose income is subject to U.S. federal income taxation regardless of its source or (d) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more U.S. Persons have the authority to control all substantial decisions of such trust; provided that for purposes of the definition of Excluded Taxes, with respect to any payment made by or on account of any obligation of any Loan Party, a Foreign Lender shall include a partnership, or other entity treated as a partnership for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States, or any political subdivision thereof, but only to the extent the beneficial owners for U.S. federal income tax purposes of such entity (including indirect partners if the direct partners are partnerships or other entities treated as partnerships for U.S. federal income tax purposes created or organized in or under the laws of the United States, or any political subdivision thereof) are treated as Foreign Lenders under subclauses (a) through (d) of the preceding clause.  For purposes of this definition, the United States of America, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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“Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any Company with respect to employees employed outside the United States.

“Foreign Subsidiary” shall mean any direct or indirect Subsidiary of Holdings which is not a Domestic Subsidiary.

“Free Excess Cash Flow” shall have the meaning assigned to such term in Section 2.10(j).

“Fund” shall mean any person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis.

“GGS Seismic Data Library” shall have the meaning assigned to such term in Section 3.06(b).

“Global Eurasia” shall mean Global Eurasia, LLC, a Delaware limited liability company.

“Governmental Authority” shall mean the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Authorization” shall mean any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Governmental Real Property Disclosure Requirements” shall mean any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

“Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.

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“Guarantees” shall mean the guarantees issued pursuant to Article VII by the Guarantors.

“Guarantors” shall mean Holdings and each Designated Subsidiary listed on Schedule 1.01(b) and each other Designated Subsidiary that is, is required to, or becomes a party to this Agreement pursuant to Section 5.10; provided, however, that Global Eurasia shall not be required to be a Guarantor.

“Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product material; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under any Environmental Laws.

“Hedging Agreement” shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies.

“Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.

“Historical Financial Statements” shall have the meaning assigned to such term in Section 3.04(a).

“Holdings” shall have the meaning assigned to such term in the preamble hereto.

“Implemented Compliance Enhancements” shall mean the OFAC and related compliance policies and procedures set forth on Schedule 1.01(c).

“Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money or advances; (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person; (d) all obligations of such person issued or assumed as the deferred purchase price of property or services, including, without limitation, earn-outs (excluding trade accounts payable, accrued obligations incurred in the ordinary course of business on normal trade terms and not overdue by more than 30 days (as determined by the date due upon issuance of the invoice or similar statement of amounts due)); (e) all Indebtedness of others secured by any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (f) all Capital Lease Obligations and synthetic lease obligations of such person; (g) all Hedging Obligations to the extent required to be reflected on a balance sheet of such person; (h) all Attributable Indebtedness of such person; (i) all obligations of such person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; (j) all Contingent Obligations of such person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (a) through (i) above; and (k) Disqualified Capital Stock.  The Indebtedness of any person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such person is liable therefor as a result of such person’s ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such person is not liable therefor. The amount of Indebtedness of any person for purposes of clause (e) above shall (unless such Indebtedness has been assumed by such person) be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such person in good faith.

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“Indemnified Taxes” shall mean all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

“Indemnitee” shall have the meaning assigned to such term in Section 10.03(b).

“Information” shall have the meaning assigned to such term in Section 10.12.

“Insurance Policies” shall mean the insurance policies and coverages required to be maintained by each Loan Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 5.04 and all renewals and extensions thereof.

“Insurance Requirements” shall mean, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

“Intellectual Property Rights” shall mean any and all worldwide (a) rights associated with all works of authorship, including exclusive exploitation rights, copyrights, mask work rights, and moral rights relating to writings, designs, database structure, software (including source code , object code, programming tools, specifications and data)  (“Copyrights”); (b) trademark, service mark, trade name, trade dress, and product configuration  rights, and other rights relating to indications of origin (“Trademarks”); (c) rights associated with trade secrets, know how, databases, and other confidential information having commercial value  (“Trade Secrets”); (d) patents and other rights associated with inventions, discoveries, ideas and industrial property  (“Patents”); (e) rights associated with Internet web sites, domain names, and associated content; and (f) registrations, applications, renewals, extensions, continuations, divisions, or reissues with respect to the foregoing.

“Intercompany Note” shall mean a promissory note substantially in the form of Exhibit E.

“Intercreditor Agreement” shall mean the intercreditor agreement substantially in the form of Exhibit For such other form as is reasonably acceptable to the Administrative Agent at the direction of the Required Lenders.

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“Interest Payment Date” shall mean (a) the last Business Day of each calendar month to occur during any period in which the applicable Loan is outstanding and (b) the Maturity Date.

“Investments” shall have the meaning assigned to such term in Section 6.04.

“Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit G.

“Lenders” shall mean (a) the financial institutions party hereto on the Closing Date, solely in their capacity as lenders hereunder and (b) any financial institution that has become a party hereto after the Closing Date pursuant to an Assignment and Assumption, solely in its capacity as a lender hereunder, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Assumption.

“Licensed Software” shall have the meaning assigned to such term in Section 3.06(d).

“Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any option, trust or other arrangement to provide priority or preference, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, and any agreement to give any of the foregoing; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such property; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan” shall mean a loan made or deemed made by a Lender to Borrower on the Closing Date pursuant to Section 2.01(a) or (b).

“Loan Documents” shall mean this Agreement, the Notes (if any), the Security Documents, the Fee Letter, the Intercreditor Agreement and any other agreement, document or instrument relating to or accompanying the foregoing.

“Loan Parties” shall mean Borrower and the Guarantors.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) or liabilities of Holdings and its Subsidiaries, taken as a whole; (b) the ability of the Loan Parties to perform any of their obligations under any Loan Document; (c) the remedies available to the Lenders or the Collateral Agent under any Loan Document or the Lenders’ or Collateral Agent’s rights to enforce any material provision of the Loan Documents; (d) the legality, validity, binding effect, or enforceability of any Loan Document on Borrower or the Loan Parties, taken as a whole; or (e) the Collateral or the validity, perfection or priority of the Collateral Agent’s Liens on the Collateral.

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“Material Agreement” shall mean each of (a) the First Lien Loan Documents, (b) any contract or other arrangement to which Holdings or any of its Subsidiaries is a party (other than the Loan Documents) for which breach, non-performance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect, (d) any contract or agreement governing Material Indebtedness, (e) any contract or agreement to which Holdings or any of its Subsidiaries is a party involving the aggregate consideration payable to or by Holdings or any of its Subsidiaries of $5,000,000 (or, in the case of customer contracts, $15,000,000) or more in any Fiscal Year (other than (i) purchase orders in the ordinary course of business of Holdings or any of its Subsidiaries and (ii) contracts that by their terms may be terminated by Holdings or any of its Subsidiaries in the ordinary course of business upon less than 60 days’ notice without penalty or premium, (f) the SEI-GPI Agreement and (g) any licensing agreement with customers relating to Multi-Client Data or Brazilian Multi-Client Data pursuant to which Holdings or any Subsidiary have payment obligations to such customer.

“Material Foreign Intellectual Property” shall mean all Intellectual Property that is established or registered in any country other than the United States and is material to the business, results of operations, prospects or condition (financial or otherwise) of Holdings and its Subsidiaries, taken as a whole.

“Material Indebtedness” shall mean (a) the First Lien Credit Agreement and (b) any one or more items of Indebtedness (other than the Loans) of Holdings or any of its Subsidiaries in an in an individual principal amount of $2,000,000 or more or with an aggregate principal amount of $5,000,000 or more; provided, however, that solely with respect to Section 8.01(f), items of Indebtedness (other than the Loans) in an individual principal amount of less than $2,300,000 or with an aggregate principal amount of less than $5,750,000 shall not constitute “Material Indebtedness” under this clause (b).

“Maturity Date” shall mean (a) August 9, 2017 or (b) if the Existing Maturity Date (as defined in the First Lien Credit Agreement) of any of the loans under the First Lien Credit Agreement is extended pursuant to Section 2.08 of the First Lien Credit Agreement, November 9, 2017; provided in each case, if such date is not a Business Day, the first Business Day thereafter (unless such next Business Day is not in the same calendar month, in which case the next preceding Business Day).

“Maximum Rate” shall have the meaning assigned to such term in Section 10.14.

“MCD Subsidiary” shall have the meaning assigned to such term in Section 4.01(r).

“Moody’s” shall mean Moody’s Investors Service, Inc. and any successor to its rating agency business.

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“Mortgage” shall mean an agreement, including a mortgage, deed of trust, leasehold mortgage, leasehold deed of trust, assignment of leases and rents or any other document, creating and evidencing a Lien on a Mortgaged Property, which shall be substantially in form reasonably satisfactory to the Collateral Agent at the direction of Required Lenders, in each case, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law.

“Mortgaged Property” shall mean (a) each Real Property identified as a Mortgaged Property on Schedule 16 to the Perfection Certificate dated the Closing Date and (b) each Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 5.10(c), but excluding any such Mortgaged Property that ceases to be subject to a Mortgage.

“Multi-Client Data” shall mean any rights (including ownership or licensing) to seismic data surveys worldwide (other than Brazil) and related data collected, compiled, derived, analyzed or acquired by or on behalf of Borrower or any of its Subsidiaries for its multi-client seismic data library or otherwise incorporated or included in such data library whether now existing or hereafter acquired or created.

“Multi-Client Data Development Costs” shall mean, with respect to any period, (a) all cash expended for seismic acquisition costs to develop the multi-client seismic data library of Borrower and its Subsidiaries during such period, minus (b) the amount (which may be a negative number) of (i) deferred revenues attributable to such multi-client seismic data library as of the end of such period, minus (ii) deferred revenues attributable to such multi-client seismic data library as of the beginning of such period.

“Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company or any of its ERISA Affiliate is then making or accruing an obligation to make contributions; (b) to which any Company or any ERISA Affiliate has within the preceding five plan years made contributions; or (c) with respect to which any Company or any of its ERISA Affiliates could incur liability.

“Net Cash Proceeds” shall mean:

(a)with respect to any Asset Sale (other than any issuance or sale of Equity Interests of Holdings), the cash proceeds received by Holdings or any of its Subsidiaries (including cash proceeds subsequently received (as and when received by Holdings or any of its Subsidiaries) in respect of non-cash consideration initially received), net of (i) selling expenses (including reasonable brokers’ fees or commissions, reasonable incentive bonuses paid to officers and employees, legal, accounting and other professional and transactional fees, transfer and similar taxes, and Holdings’ good faith estimate of income taxes actually paid or payable in connection with such sale and, with respect to any Asset Sale by a Foreign Subsidiary, taxes actually incurred and payable in connection with the repatriation of such cash proceeds to the United States); (ii) amounts required as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with such Asset Sale or (y) any other liabilities retained by Holdings or any of its Subsidiaries associated with the properties sold in such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds); and (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money (other than the Obligations) which is secured by a Lien on the properties sold in such Asset Sale (so long as such Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and which is repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such properties);

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(b)with respect to any Debt Issuance, capital contribution or issuance of Equity Interests by Holdings or any of its Subsidiaries, the cash proceeds thereof, net of customary fees, commissions, costs and other expenses actually incurred in cash in connection therewith;

(c)with respect to any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event; and

(d)with respect to any Extraordinary Receipts, the cash received by Holdings or any of its Subsidiaries.

“Notes” shall mean each of the Term Notes.

“Obligations” shall mean (a) obligations of Borrower and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) all other monetary obligations, including fees (including attorney fees), costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Borrower and the other Loan Parties under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Borrower and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents.

“OFAC” shall have the meaning assigned to such term in Section 3.20(b).

“Officer’s Certificate” shall mean a certificate executed by a Responsible Officer, in his or her official (and not individual) capacity.

“Organizational Documents” shall mean, with respect to any person, (a) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such person, (b) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (c) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (d) in the case of any general partnership, the partnership agreement (or similar document) of such person and (e) in any other case, the functional equivalent of the foregoing.

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“Other Taxes” shall mean all present or future stamp, court or documentary taxes and any other excise, property, intangible, recording, filing or similar taxes, charges or levies which arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“Participant” shall have the meaning assigned to such term in Section 10.04(d).

“Participant Register” shall have the meaning assigned to such term in Section 10.04(d).

“Patriot Act” shall mean the United States PATRIOT Act (Title III of Pub. L. 107-56).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Perfection Certificate” shall have the meaning assigned to such term in the Security Agreement.

“Permitted Collateral Liens” shall mean (a) in the case of Collateral other than Mortgaged Property, Permitted Liens and (b) in the case of Mortgaged Property, the Liens described in clauses (a), (b), (c), (d), (f), (g), (k), (m) and (p) of Section 6.02; provided, however, on the Closing Date or upon the date of delivery of each additional Mortgage under Section 5.10 or 5.11, Permitted Collateral Liens shall mean only those Liens set forth in Schedule B to the applicable Mortgage.

“Permitted Holders” shall mean Achievement Master Fund Ltd. (f/k/a PEAK6 Achievement Master Fund Ltd.), Barclays Bank PLC, Candlewood Special Situations Master Fund, Ltd., CWD OC 522 Master Fund, Ltd., Credit Suisse Loan Funding LLC, Credit Suisse Securities (USA) LLC, Litespeed Master Fund Ltd., Third Avenue Focused Credit Fund, Wingspan Master Fund, LP, Flagler Master Fund SPC Ltd. – Class A Portfolio, and any of their Affiliates or direct or indirect wholly-owned Subsidiaries, whether acting individually or in a group of any or all of the foregoing entities.

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

“Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any Company or any of its ERISA Affiliates or with respect to which any Company or any of its ERISA Affiliates could incur liability (including under Section 4069 of ERISA).

“Plan of Reorganization” shall have the meaning assigned to such term in the recitals hereto.

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“Platform” shall have the meaning assigned to such term in Section 10.01(d).

“Pledge Agreement shall mean a Second Lien Pledge Agreement substantially in the form of Exhibit K among the Loan Parties and Collateral Agent for the benefit of the Secured Parties.

“Pledge Agreement Collateral” shall mean, as of any date, all property then pledged or granted as collateral pursuant to the Pledge Agreement (a) on the Closing Date or (b) thereafter pursuant to Section 5.10.

“Predecessor Credit Agreement” shall mean that certain Financing Agreement, dated as of April 14, 2014 and amended as of August 15, 2014, among Borrower, certain Subsidiaries of Borrower, as guarantors, the lenders from time to time party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent.

“Premises” shall have the meaning assigned thereto in the applicable Mortgage.

“property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

“Proprietary Software” shall have the meaning assigned to such term in Section 3.06(c).

“Purchase Money Obligation” shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any person) or the cost of installation, construction or improvement of any property and any Refinancing thereof; provided, however, that (a) such Indebtedness is incurred within 180 days after such acquisition, installation, construction or improvement of such property by such person and (b) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement plus fees and expenses reasonably related thereto.

“Qualified Capital Stock” of any person shall mean any Equity Interests of such person that are not Disqualified Capital Stock.

“Real Property” shall mean, collectively, all right, title and interest (including any fee, leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Refinance” shall mean, with respect to any Indebtedness, any modification, refinancing, refunding, renewal, replacement, extension or exchange thereof. “Refinanced” and “Refinancing” shall have the corresponding meanings.

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“Register” shall have the meaning assigned to such term in Section 10.04(c).

“Registered Intellectual Property” means all Intellectual Property Rights that are registered or filed with any Governmental Authority, including all patents, registered copyrights, registered trademarks and registered domain names and all applications for any of the foregoing.

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Parties” shall mean, with respect to any person, such person’s Affiliates and the directors, officers, employees, agents and advisors of such person and of such person’s Affiliates.

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

“Report” shall have the meaning assigned to such term in Section 9.11(a).

“Required Lenders” shall mean Lenders having more than 50% of the sum of all Loans outstanding and unused Commitments; provided that the Loans and unused Commitments of any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Requirements of Law” shall mean, collectively, any and all requirements of any Governmental Authority including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law.

“Response” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, abate or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

“Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement.

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“Revolving Loan” shall mean a Loan made pursuant to Section 2.01(b) of the First Lien Credit Agreement.

“Rollover Amount” shall have the meaning assigned to such term in Section 6.09(c).

“S&P” shall mean Standard & Poor’s Financial Services LLC and any successor to its rating agency business.

“Sale and Leaseback Transaction” shall have the meaning assigned to such term in Section 6.03.

“Sanctioned Country” shall mean, at any time, a country or territory which is the subject or target of any Sanctions that would prohibit or restrict business dealings with any Person operating, organized or resident in such country (currently, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the or by the United Nations Security Council, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person.

“Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“SEC” shall mean the Securities and Exchange Commission, or any Governmental Authority succeeding to its principal functions.

“SEC Filing” as to Holdings, shall mean any public filings that Holdings has made pursuant to the U.S. federal securities, statutes, rules or regulations prior to the Closing Date.

“Secured Obligations” shall mean the Obligations.

“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent and the Lenders.

“Securities Collateral” shall have the meaning assigned to the term “Collateral” in the Pledge Agreement.

“Security Agreement” shall mean a Second Lien Security Agreement substantially in the form of Exhibit I among the Loan Parties and Collateral Agent for the benefit of the Secured Parties.

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“Security Agreement Collateral” shall mean, as of any date, all property then pledged or granted as collateral pursuant to the Security Agreement (a) on the Closing Date or (b) thereafter pursuant to Section 5.10.

“Security Documents” shall mean the Security Agreement, the Pledge Agreement, the Mortgages, the Control Agreements and each other security document or pledge agreement delivered in accordance with applicable local or foreign law (including pursuant to the definition of “Collateral and Guarantee Requirement”, Sections 5.10 and 5.11) to grant a valid, perfected security interest in any property as collateral for the Secured Obligations, and all UCC or other financing statements or instruments of perfection required by this Agreement, the Security Agreement, the Pledge Agreement, any Mortgage, the Control Agreements or any other such security document or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to the Security Agreement, the Pledge Agreement, any Mortgage, any Control Agreement and any other document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on any property as collateral for the Secured Obligations.

“SEI-GPI Agreement”  shall mean the Amended and Restated Licensing Agreement dated as of December 4, 2014 (and effective as of the Effective Date), by and between SEI-GPI JV LLC, a Texas limited liability company, and the Borrower.

“Specified Payments” shall mean all payments to be made by Holdings or any of its Subsidiaries on or after the Closing Date in connection with the Cases, including, without limitation, payments of contract cures, Section 503(b)(9) claims, professional fees and expenses, any financing fees payable to the Lenders, the amount to be distributed to the unsecured creditors under the Plan and KEIP and KERP payments.

“Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (a) any corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the Voting Stock (other than securities or interests having voting power only by reason of the occurrence of a contingency) are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (b) any partnership (i) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (ii) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (c) any other person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent.  Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of Holdings.

“Survey” shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent at the direction of the Required Lenders) to the Administrative Agent, the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and to issue a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), naming the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance satisfactory to the Administrative Agent at the direction of Required Lenders and/or (b) otherwise acceptable to the Collateral Agent at the direction of Required Lenders.

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“Tax Return” shall mean all original and amended returns, declarations, claims for refund reports, estimates, information returns and statements required to be filed with a taxing authority in respect of any Taxes, including any schedules, forms or other required attachments thereto.

“Tax” or “Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Notes” shall mean any notes evidencing the Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit H.

 “Title Company” shall mean any title insurance company as shall be retained by Holdings and reasonably acceptable to the Administrative Agent at the direction of Required Lenders.

“Transactions” shall mean, collectively, (a) consummation of the Plan of Reorganization, (b) the entering into the Loan Documents and the First Lien Loan Documents and the initial borrowings thereunder on the Closing Date and (c) the payment of fees and expenses in connection with the foregoing.

“Transferred Guarantor” shall have the meaning assigned to such term in Section 7.09.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

“United States” shall mean the United States of America.

“U.S. Person” shall mean a “United States person” within the meaning of Section 7701(a)(30) of the Code.

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“U.S. Tax Compliance Certificate” shall have the meaning given to it in Section 2.13(e)(iii).

“Voting Stock” shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such person.

“Wholly Owned Subsidiary” shall mean, as to any person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares) is at the time owned by such person and/or one or more Wholly Owned Subsidiaries of such person and (b) any partnership, association, joint venture, limited liability company or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100% equity interest at such time.

“Wilmington” shall have the meaning assigned to such term in the preamble hereto.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02[Reserved].

SECTION 1.03Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (g) “on,” when used with respect to the Mortgaged Property or any property adjacent to the Mortgaged Property, means “on, in, under, above or about.”

SECTION 1.04Accounting Terms; GAAP.  Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial

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nature shall be construed and interpreted in accordance with GAAP as in effect from time to time; provided that, if Holdings or the Required Lenders notify the Administrative Agent that they request an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Lenders and Holdings shall negotiate in good faith to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders) and until so amended, (a) accounting terms used in any ratio or requirement and not otherwise defined in this Agreement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Holdings shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided, further, that all terms of an accounting or financial nature (including, without limitation, the definitions of Capital Lease Obligations, Consolidated Interest Expense and Indebtedness) shall be construed without giving effect to (i) any changes to the current GAAP accounting model for leases of the type described in the FASB and IASB joint exposure draft published on August 17, 2010 entitled “Leases (Topic 840)” or otherwise arising out of the FASB project on lease accounting described in such exposure draft, (ii) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities), or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Loan Parties at “fair value”, as defined therein and (iii) any treatment of Indebtedness relating to convertible or equity-linked securities under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) requiring the valuation of any such Indebtedness in a reduced or bifurcated manner as described therein.

SECTION 1.05Payments.  All payments made under this Agreement shall be made in cash in immediately available funds unless expressly provided otherwise.

SECTION 1.06Resolution of Drafting Ambiguities.  Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

ARTICLE II

THE CREDITS

SECTION 2.01Loans.

(a)Each of Holdings, the Borrower, each Lender party hereto as a lender under the Predecessor Credit Agreement and as a Lender on the date hereof hereby confirms and acknowledges that each such Lender has heretofore made loans under the Predecessor Credit Agreement (the “DIP Loans”) in the aggregate outstanding principal amount set forth opposite such Lender’s name on Schedule 2.01. After giving effect to the consummation of the Plan of Reorganization and the other transactions to occur on the Closing Date, including those contemplated by the Backstop Agreement, but prior to giving effect to the Loans hereunder, the aggregate outstanding principal amount of DIP Loans, together with accrued and unpaid interest thereon in an aggregate amount, is equal to $23,780,588.33, and each Lender hereby confirms and acknowledges that after these transactions each such Lender has DIP Loans in the amount set forth opposite such Lender’s name on Schedule 2.01, all of which amounts are due and owing to the Lenders hereunder and are not subject to any offset, counterclaim or defenses of any kind or nature. Subject to the terms and conditions set forth herein, as of the Closing Date, the DIP Loans, together with accrued and unpaid interest thereon, shall, for purposes hereof, be deemed to be Loans outstanding hereunder in an aggregate amount equal to the amount set forth opposite each Lender’s name on Schedule 2.01.

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(b)On the Closing Date, each Lender agrees, severally and not jointly, to make Loans to the Borrower in a principal amount equal to the Rights Offering Proceeds (as defined in the Plan of Reorganization) such Lender is due pursuant to Section 5.8.12 of the Plan of Reorganization and as set forth on Schedule 2.01. Upon satisfaction or waiver of the conditions precedent specified herein, including without limitation Section 4.01(x), the Administrative Agent shall make the proceeds of such Loans available to the Borrower upon receipt by the Administrative Agent of such proceeds by causing an amount of same day funds in Dollars equal to the Rights Offering Proceeds (as defined in the Plan of Reorganization) to be credited to the account of the Borrower at the Administrative Agent’s office or such other account as may be designated in writing to the Administrative Agent by the Borrower.

(c)As of the Closing Date, the aggregate principal amount of Loans deemed made or made pursuant to Sections 2.01(a) and 2.01(b), plus the premium set forth in Section 2.05(c), is $32,089,257.85. Amounts paid or prepaid in respect of any Loans may not be reborrowed.

SECTION 2.02[Reserved].

SECTION 2.03[Reserved].

SECTION 2.04Evidence of Debt; Repayment of Loans.

(a)Promise to Repay.  Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, the principal amount of each Loan of such Lender as provided in Section 2.09.

(b)Lender and Administrative Agent Records.  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder; (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of Borrower to repay the Loans in accordance with their terms. The Register shall be available for inspection by Borrower, the Administrative Agent and its affiliates and, with respect to its own position, any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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(c)Promissory Notes.  Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans made by it be evidenced by a promissory note.  In such event, Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit H.  Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the payee named therein.

SECTION 2.05Fees and Premium.

(a)[Reserved].

(b)Borrower agrees to pay to the Administrative Agent and the Collateral Agent, for its own account, the administrative fees payable by the Borrower in the Fee Letter in the amounts and at the times specified therein (collectively, the “Administrative Agent Fees”).  The Administrative Agent Fees shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent and the Collateral Agent, respectively.  Once paid, none of the Administrative Agent Fees shall be refundable under any circumstances.

(c)Borrower agrees to pay to the Administrative Agent for the account of each Lender a premium in an amount equal to $1,200,000 on the Closing Date, payable in kind by adding such premium to the outstanding Loans of each such Lender deemed made or made as of the Closing Date pursuant to Sections 2.01(a) and 2.01(b) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans on the Closing Date).

SECTION 2.06Interest on Loans.

(a)Loans.  Subject to the provisions of Section 2.06(b), the Loans shall bear interest at a rate per annum equal to the Applicable Margin, which interest shall be paid in kind by being added to the principal amount of the Loans on each Interest Payment Date.

(b)Default Rate. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, all principal of or interest on any Loan or any fee or any fee or other amount payable by Borrower hereunder shall, to the extent permitted by applicable law, bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of amounts constituting principal of or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in Section 2.06(a) or (ii) in the case of any other amount, 2% (in either case, the “Default Rate”) Any default interest shall be paid in kind by being added to the principal amount of the Loan on each Interest Payment Date.

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(c)Interest Payment Dates.  Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section 2.06(b) shall be payable on demand and by adding such accrued interest to the outstanding principal balance amount of the Loans and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable in cash on the date of such repayment or prepayment.

(d)Interest Calculation.  All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

SECTION 2.07Termination of Commitments.  The Commitments automatically terminate upon the making of the Loans on the Closing Date.

SECTION 2.08[Reserved].

SECTION 2.09Repayment of Borrowings.  Subject to compliance with the terms of the First Lien Credit Agreement and the Intercreditor Agreement, to the extent not previously paid, all Loans shall be due and payable on the Maturity Date.

SECTION 2.10Optional and Mandatory Prepayments of Loans.

(a)Optional Prepayments.  Subject to compliance with the terms of the First Lien Credit Agreement and the Intercreditor Agreement, Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of this Section 2.10; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 or, if less, the outstanding principal amount of such Borrowing.

(b)[Reserved].

(c)[Reserved].

(d)[Reserved].

(e)[Reserved].

(f)Asset Sales.  Subject to compliance with the terms of the First Lien Credit Agreement and the Intercreditor Agreement, not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Asset Sale by Holdings or any of its Subsidiaries consummated on or after the Closing Date, Borrower shall make or cause to be made prepayments in accordance with Sections 2.10(l) and (m) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

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(i)no such prepayment shall be required under this Section 2.10(f) with respect to any Asset Sale permitted by Sections 6.06(a), (c), (d), (e), (f) or (g); and

(ii)so long as no Event of Default shall then exist or would arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested in fixed, capital or other long-term assets used or useful in the business of Holdings or any of its Subsidiaries within 90 days (or, if the cash held pending reinvestment is held in Deposit Accounts subject to Control Agreements, 180 days) following the date of such Asset Sale or, if some or all of such Net Cash Proceeds are scheduled to be received more than 90 days (or, if the cash held pending reinvestment is held in Deposit Accounts subject to Control Agreements, 180 days) after such Asset Sale, within 90 days (or, if the cash held pending reinvestment is held in Deposit Accounts subject to Control Agreements, 180 days) following the receipt thereof (which Officer’s Certificate shall set forth the estimates of the proceeds to be so expended); provided that (A) the amount of Net Cash Proceeds that may be reinvested pursuant to this Section 2.10(f)(ii) shall not exceed $6,000,000 per fiscal year, (B) if all or any portion of such Net Cash Proceeds is not so reinvested within either such 90-day period (or 180-day period, as applicable), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f); (C) if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; (D) if the property subject to such Asset Sale was owned by a Loan Party, the property purchased with the Net Cash Proceeds from such Asset Sale must be owned by a Loan Party; (E) if the property subject to such Asset Sale was owned by a Loan Party, any cash held pending reinvestment shall be held in Deposit Accounts subject to Control Agreements and (F) any cash held pending reinvestment shall not count in the calculation of Available Cash.

(g)Debt Issuance.  Subject to compliance with the terms of the First Lien Credit Agreement and the Intercreditor Agreement, not later than one (1) Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance by Holdings or any of its Subsidiaries, Borrower shall make or cause to be made prepayments in accordance with Section 2.10(l) and (m) in an aggregate amount equal to 100% of such Net Cash Proceeds.

(h)       Equity Issuance.  Subject to compliance with the terms of the First Lien Credit Agreement and the Intercreditor Agreement, not later than three (3) Business Day following the receipt of any Net Cash Proceeds from a capital contribution to, or the issuance of Equity Interests of, Holdings or any of its Subsidiaries (other than Equity Interests issued (i) pursuant to any employee stock or stock option compensation plan, including any management incentive plan, (ii) by any Subsidiary of Holdings to its parent company or (iii) upon the exercise of any warrants issued pursuant to the Plan of Reorganization), Borrower shall make or cause to be made prepayments in accordance with Section 2.10(l) and (m) in an aggregate principal amount equal to 100% of such Net Cash Proceeds; provided, that with respect to Net Cash Proceeds in an aggregate amount of up to $6,000,000 during the term of this Agreement resulting from a capital contribution from, or the issuance of Equity Interests to, any Permitted Holder, so long as no Default shall then exist or arise therefrom, Borrower shall only be required to make or cause to be made prepayments with respect to such Net Cash Proceeds in an aggregate principal amount equal to 33% of such Net Cash Proceeds;

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(i)Casualty Events.  Subject to compliance with the terms of the First Lien Credit Agreement and the Intercreditor Agreement, not later than five (5) Business Days following the receipt of any Net Cash Proceeds from a Casualty Event by Holdings or any of its Subsidiaries, Borrower shall make or cause to be made prepayments in accordance with Section 2.10(l) and (m) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

(i)so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that Holdings shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets or other long-term assets used or useful in the business of Holdings or any of its Subsidiaries no later than 90 days (or, if the cash held pending reinvestment is held in Deposit Accounts subject to Control Agreements, 180 days) following the date of receipt of such proceeds; provided that (A) the amount of Net Cash Proceeds that may be applied pursuant to this Section 2.10(i)(i) shall not exceed $6,000,000 per fiscal year; (B) if all or any portion of the Net Cash Proceeds are not so applied in such 90-day period (or 180-day period, as applicable), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(i); (C) if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; (D) if the property subject to such Casualty Event was owned by a Loan Party, the property purchased with the Net Cash Proceeds from such Casualty Event must be owned by a Loan Party; (E) if the property subject to such Casualty Event was owned by a Loan Party, any cash held pending reinvestment shall be held in Deposit Accounts subject to Control Agreements and (F) any cash held pending application shall not count in the calculation of Available Cash;

(j)Excess Cash Flow.  Subject to compliance with the terms of the First Lien Credit Agreement and the Intercreditor Agreement, no later than five (5) Business Days after the date on which the financial statements with respect to each fiscal year of Holdings are or are required to be delivered pursuant to Section 5.01(c) (without giving effect to any grace period applicable thereto), commencing with the fiscal year ending December 31, 2015, in the event that Excess Cash Flow shall exceed $10,000,000 (the amount by which such Excess Cash Flow exceeds $10,000,000, being referred to herein as “Free Excess Cash Flow”), Borrower shall make or cause to be made prepayments of Loans in accordance with Sections 2.10(l) and (m) in an aggregate amount equal to 75.0% of Free Excess Cash Flow for the Excess Cash Flow Period then last ended.

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(k)Extraordinary Receipts.  Subject to compliance with the terms of the First Lien Credit Agreement and the Intercreditor Agreement, no later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Extraordinary Receipts by Holdings or any of its Subsidiaries in an amount in excess of $2,000,000, Borrower shall make or cause to be made prepayments in accordance with Section 2.10(l) and (m) in an aggregate amount equal to 100% of such Net Cash Proceeds.

(l)Application of Prepayments.  Each prepayment of Loans pursuant to Section 2.10(f), (g), (h), (i), (j) or (k) shall be applied to the Loans, ratably to each Lender thereof.  Subject to the foregoing, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(m), subject to the provisions of Section 2.10(l).  For the avoidance of doubt, any prepayments of Loans pursuant to Section 2.10(a) shall be applied as specified by Borrower.

(m)Notice of Prepayment.  Borrower shall notify the Administrative Agent by written notice of any prepayment hereunder not later than 12:00 noon, New York City time, three (3) Business Days before the date of prepayment.  Each such notice shall be irrevocable.  Each such notice shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other Indebtedness, in which case such notice of prepayment may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment if such condition is not satisfied).  Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.  Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10.  Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06.

(n)If amounts required to be prepaid pursuant to Sections 2.10(f) through 2.10(k) are also required to be applied to prepay, repay or repurchase Indebtedness under the First Lien Credit Agreement, including, without limitation, because a Default or Event of Default (in each case as defined therein) is continuing thereunder or in respect thereof, then the amount of the mandatory prepayment required by this Section 2.10 shall be reduced by the amount so applied to prepay, repay or repurchase such Indebtedness.

SECTION 2.11Yield Protection.

(a)Increased Costs Generally.  If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in, by any Lender;

(ii)subject the Administrative Agent or any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Other Taxes, (C) Taxes described in clauses (a) and (c) through (e) of the definition of Excluded Taxes, and (D) Taxes described in clause (b) of the definition of Excluded Taxes that are imposed on or measured by net income (however denominated) or that are franchise or branch profit taxes) on its loans, loan principal, letters of credit, commitments, or other obligations or its deposits, reserves, other liabilities or capital attributable thereto; or

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(iii)impose on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or participation therein;

and the result of any of the foregoing shall be to increase the cost to the Administrative Agent or such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the Administrative Agent or such Lender hereunder (whether of principal, interest or otherwise), in each case by or in an amount which the Administrative Agent or such Lender in its sole judgment deems material in the context of this Agreement and its Loans hereunder, then Borrower will pay to the Administrative Agent or such Lender, as the case may be, such additional amount or amounts as will compensate the Administrative Agent or such Lender, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements.  If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), by an amount which such Lender in its sole judgment deems to be material in the context of this Agreement and its Loans and Commitments hereunder, then from time to time Borrower will pay to such Lender, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement.  A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to Borrower and shall be conclusive absent manifest error.  Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

(d)Delay in Requests.  If any Lender becomes entitled to claim any amounts pursuant to clauses (a) or (b) or this Section 2.11, such Lender shall use reasonable efforts to notify Borrower (with a copy to the Administrative Agent) as promptly as practicable of the event by reason of which it has become so entitled; provided that any failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies Borrower of the Change in Lawgiving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

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SECTION 2.12Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a)Payments Generally.  Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest or fees or amounts payable under Sections 2.11, 2.13 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim, other than for Taxes as set forth in Section 2.13.  Any amounts received after such time on any date may be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at its offices at as set forth in Section 10.01(a) or as the Administrative Agent shall notify the relevant parties from time to time, except that payments pursuant to Sections 2.11, 2.13 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein.  The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof.  If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.  All payments under each Loan Document shall be made in dollars, except as expressly specified otherwise.

(b)Pro Rata Treatment. Except as expressly provided otherwise,

(i)each payment by Borrower of interest in respect of the Loans shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to such Lenders; and

(ii)each payment on account of principal of the Loans shall be allocated among the Lenders pro rata based on the principal amount of the Loans held by such Lenders.

(c)Insufficient Funds.  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties.  It is understood that the foregoing does not apply to any adequate protection payments under any federal, state or foreign bankruptcy, insolvency, receivership or similar proceeding, and that the Administrative Agent may, subject to any applicable federal, state or foreign bankruptcy, insolvency, receivership or similar orders, distribute any adequate protection payments it receives on behalf of the Lenders to the Lenders at the direction of the Required Lenders (i.e., whether to pay the earliest accrued interest, all accrued interest on a pro rata basis or otherwise).

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(d)Sharing of Setoff.  If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that, unless otherwise permitted in this Agreement:

(i)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to Holdings or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.  If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.12(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.12(d) to share in the benefits of the recovery of such secured claim.

(e)Borrower Default.  Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that Borrower will not make such payment, the Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined

by the Administrative Agent in accordance with banking industry rules on interbank compensation.

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SECTION 2.13Taxes.

(a)Payments Free of Taxes.  Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Taxes except as required by any applicable Requirements of Law.  If any applicable Requirements of Law require (as determined in the good faith discretion of an applicable withholding agent) the deduction or withholding of any Taxes by any Loan Party or the Administrative Agent from such payments, then (i) if such Taxes are Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings for Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 2.13) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings for Indemnified Taxes or Other Taxes been made, (ii) the applicable withholding agent shall make such deductions or withholdings and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(b)Payment of Other Taxes.  Without limiting the provisions of paragraph (a) above, the Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(c)Indemnification.  The Loan Parties shall jointly and severally shall indemnify the Administrative Agent and each Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.13) imposed on or asserted against the Administrative Agent or such Lender by any Governmental Authority or otherwise payable by the Administrative Agent or such Lender (as determined in the good faith sole discretion of the Administrative Agent or such Lender) and reasonable expenses arising therefrom or with respect thereto, regardless of whether such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Government Authority.  A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, along with a reasonably detailed explanation or calculation of such payment or liability, or such other evidence that such Indemnified Taxes or Other Taxes have been imposed or assessed or otherwise become payable as Borrower may reasonably request, shall be conclusive absent manifest error.

(d)Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority under this Section 2.13, the applicable Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent at the direction of the Required Lenders.

(e)Status of Lenders.

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(i)Any Lender (which, solely for purposes of this Section 2.13(e), shall include the Administrative Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable Requirements of Law or reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, in the case of any withholding tax other than U.S. federal withholding taxes, the completion, execution and submission of such forms shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing,

(A)any Lender that is a U.S. Person shall deliver to Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax.

(B)Each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i)executed copies of Internal Revenue Service Form W-8BEN, Form W-8BEN-E or any successor form claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii)executed copies of Internal Revenue Service Form W-8ECI,

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a non-bank tax certificate, in substantially the form of Exhibit L-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code related to Borrower (a “U.S. Tax Compliance Certificate”) and (y) executed copies of Internal Revenue Service Form W-8BEN, Form W-8BEN-E or any successor form,

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(iv)to the extent a Foreign Lender is not the beneficial owner for U.S. federal income tax purposes (for example, where the Foreign Lender is a partnership or participating Lender granting a typical participation), executed copies of Internal Revenue Service Form W-8IMY, accompanied by a Form W-8ECI, Form W-8BEN, Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-3 or Exhibit L-4, Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate, in substantially the same form of Exhibit L-2, on behalf of such beneficial owner(s), or

(v)any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit Borrower to determine the withholding or deduction required to be made.

(C)If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 147 1 (b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or the Administrative Agent as may be necessary for Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(D)In addition, each Lender agrees that from time to time after the date it becomes a Lender, when a lapse in time or change in the Lender’s circumstances renders the previous certification expired, obsolete or inaccurate in any material respect, it will, to the extent legally able to do so, deliver to Borrower and the Administrative Agent two new accurate and executed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (or Form W-8BEN-E) (with respect to the benefits of any income tax treaty), a non-bank tax certificate and a Form W-8BEN (or Form W-8BEN-E) (with respect to the portfolio interest exemption) or Internal Revenue Service Form W-8IMY, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States federal withholding tax with respect to payments under the Loan Documents or promptly notify Borrower and the Administrative Agent of any change in the Non-U.S. Lender’s circumstances which would modify or render invalid any previously claimed exemption or reduction.

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(f)Treatment of Certain Refunds.  If the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.13, it shall promptly pay to the applicable Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Loan Parties under this Section 2.13 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.  This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax Returns (or any other information relating to its taxes that it deems confidential) to Borrower or any other person.  Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to a Loan Party pursuant to this paragraph (f) the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

(g)Indemnification by the Lenders.  Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.04(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such  Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (g).

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(h)Survival.  Each party’s obligations under this Section 2.13 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i)Defined Terms.  For purposes of this Section 2.13, the terms “Requirements of Law” and “applicable law” include FATCA.

SECTION 2.14Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office.  Before or reasonably promptly after any Lender requests compensation under Section 2.11, or requires Borrower to pay any Indemnified Tax, Other Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, or if any Lender has become a Defaulting Lender, then, at the request of Borrower, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.11 or 2.13, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.  A certificate setting forth such costs and expenses submitted by such Lender to Borrower shall be conclusive absent manifest error.

(b)Replacement of Lenders.  If (i) any Lender requests compensation under Section 2.11, (ii) any Loan Party is required to pay any Indemnified Tax, Other Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender defaults in its obligation to fund Loans hereunder or (iv) any Lender shall decline to consent to any modification or waiver hereunder requiring 100% of the Lenders affected thereby (or of an affected type or the type set forth in clauses (i) through (xiv) of Section 10.02(b) to consent thereto) and, in such case the Required Lenders have already consented thereto, then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.11 or Section 2.13) and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i)Borrower shall have paid to the Administrative Agent the processing and recordation fee specified in Section 10.04(b);

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(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments thereafter; and

(iv)such assignment does not conflict with applicable Requirements of Law.

Upon receipt by the applicable Lender of all amounts required to be paid to such Lender pursuant to this Section 2.14(b), the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Lender, and any such Assignment and Assumption so executed by the Administrative Agent and assignee shall be effective for purposes of this Section 2.14(b) and Section 10.04.  A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

SECTION 2.15Defaulting Lenders.

(a)Defaulting Lender Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)Waivers and Amendments.  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of Required Lenders.

(ii)Defaulting Lender Waterfall.  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agents hereunder; second, as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

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(iii)[Reserved].

(b)Defaulting Lender Cure.  If Borrower and Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as may be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

On the Closing Date, each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent and each of the Lenders that, after giving effect to the terms of the Confirmation Order:

SECTION 3.01Organization; Powers.  Each Company (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and to own and lease its property, and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification is required, except to the extent that any failure under clause (b) or this clause (c) to comply therewith, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.02Authorization; Enforceability.  The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party.  This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan

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Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03No Conflicts.  The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created by the Loan Documents, (iii) routine Tax filings or (iv) one or more filings with the SEC describing the Transactions (b) will not violate the Organizational Documents of any Company, (c) will not violate any Requirement of Law, (d) will not violate or result in a default or require any consent or approval under any indenture or financing agreement or instrument, or any other material agreement binding upon any Company or its property, or give rise to a right thereunder to require any payment to be made by any Company, (e) will not result in the creation or imposition of any Lien on any property of any Company, except Liens created by the Loan Documents and Permitted Lien or (e) result in any default, non-compliance, suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval applicable to its operations or any of its properties.

SECTION 3.04Financial Statements; Projections.

(a)Historical Financial Statements.  Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Borrower, in each case (i) as of and for the fiscal years ended December 31, 2011, December 31, 2012 and December 31, 2013, audited by and accompanied by the opinion of UHY LLP (in each case as set forth in and subject to the qualifications set forth in Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013) and (ii) as of and for the fiscal quarters (and period of the fiscal year) ended March 31, 2014, June 30, 2014 and September 30, 2014 unaudited (in each case as set forth in Borrower’s Quarterly Report on Form 10-Q for each of such fiscal quarters), but certified by a Financial Officer (collectively, the “Historical Financial Statements”).  Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (b) have been prepared in accordance with GAAP and fairly present, in all material respects, the financial condition and results of operations and cash flows, on a consolidated basis, of Borrower and its consolidated Subsidiaries, in each case as of the dates and for the periods to which they relate (subject, in the case of financial statements referred to in clause (ii), to normal year-end audit adjustment and the absence of footnotes).

(b)No Liabilities; Material Changes.  Except as set forth in the financial statements referred to in Section 3.04(a), as of the Closing Date, there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect.

(c)Forecasts.  The forecasts of financial performance of Holdings and its Subsidiaries in the financial projections attached as Schedule 3.04(c) have been prepared in good faith by Holdings and based on estimates and assumptions believed by Holdings to be reasonable and fair in light of the facts and circumstances known to Holdings at the time of preparation thereof (it being understood that actual results may vary materially from such forecasts).

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SECTION 3.05Properties.

(a)Generally.  Each Company has good, valid, marketable title to, or leasehold interests in, all its property material to its business, free and clear of all Liens except for, in the case of Collateral, Permitted Collateral Liens and, in the case of all other material property, Permitted Liens and minor irregularities or deficiencies in title that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.  The tangible property of the Companies, taken as a whole, is in good operating order, condition and repair (ordinary wear and tear excepted).

(b)Real Property.  Schedule 17 to the Perfection Certificate dated the Closing Date contains a true and complete list of each interest in Real Property (i) owned by any Loan Party as of the Closing Date and describes the type of interest therein held by such Loan Party and (ii) leased, licensed, subleased or otherwise occupied or utilized by any Loan Party, as lessee, sublessee, franchisee or licensee, as of the Closing Date and describes the type of interest therein held by such Loan Party.  With respect to the Real Property referenced in Section 3.05(b)(ii), such schedules to the Perfection Certificate dated the Closing Date also set forth a complete and accurate list of all leases, licenses, subleases, or other occupancy agreements, including all amendments, guarantees, and agreements by which any Person other than any of the Companies may occupy such space (including, without limitation, subleases, sub-subleases, licenses, or other occupancy agreements whereby a Loan Party is a landlord, lessor, licensor, sublandlord, sublessor, sublicensor, or other similar party) (individually or collectively, as the context may require, “Lease”), a copy of each of which have been made available to the Agents and Lenders prior to the date hereof.  No other Real Property owned or leased by any Loan Party other than the Real Property set forth on Schedule 17 to the Perfection Certificate dated the Closing Date, is reasonably necessary to for the Loan Parties to conduct the business of the Loan Parties as same is presently being conducted and presently anticipated to be conducted.  The Loan Parties have the right to use such Real Property for the purposes such Real Property are currently being used and same are being used materially in compliance with applicable Laws.  No Loan Party or any Subsidiary thereof has the right or option to purchase, possess, use, or occupy any real property other than the Real Property set forth on Schedule 17 to the Perfection Certificate dated the Closing Date.  None of the Loan Parties nor any of their Subsidiaries are obligated to pay any brokerage commission or fee in connection with any of the Real Property set forth on Schedule 17 to the Perfection Certificate dated the Closing Date.

(c)No Casualty Event.  No Company has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any material portion of its property.  No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development or the Federal Emergency Management Agency (or any successor agency) as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto) unless flood insurance available under such Act has been obtained in accordance with Section 5.04.

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(d)Collateral.  Each Loan Party owns or has rights to use all of the Collateral (other than Intellectual Property) and all rights with respect to any of the foregoing used in, necessary for or material to such Loan Party’s business as currently conducted.  The use by such Loan Party of such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any person other than such infringement which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.  No claim has been made in writing and remains outstanding that such Loan Party’s use of any Collateral (other than Intellectual Property) does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06Intellectual Property.

(a)Ownership/No Claims.  Each Loan Party owns or is validly licensed to use all Intellectual Property Rights necessary for the conduct of its business as presently conducted.  Each item of Registered Intellectual Property identified on Schedule 11 to the Perfection Certificate is exclusively owned by one or more of the Loan Parties (“Borrower Registered Intellectual Property”).  Except as set forth in Schedule 3.06(a), as of the Closing Date, there are no pending proceedings by any person directly challenging the validity or enforceability of any Borrower Registered Intellectual Property.  The use of such Intellectual Property by each Loan Party does not infringe the rights of any person,.

(b)One or more of the Loan Parties exclusively owns all rights in and to the GGS Seismic Data Library, free and clear of all Liens (except as set forth in Schedule 3.06(b) and subject to the terms of the SEI-GPI Agreement).  Each Loan Party has taken all reasonable steps to safeguard and maintain the secrecy and confidentiality of, and proprietary rights in, the GGS Seismic Data Library and its contents.  All third parties (other than customers) with possession of one or more copies of the GGS Seismic Data Library have entered into contractual arrangements pursuant to which such third party has agreed to safeguard and maintain the secrecy and confidentiality of, and proprietary rights in, the GGS Seismic Library and its contents.  Except as provided for in the SEI-GPI Agreement, each copy of the GGS Seismic Data Library is within the possession or control of a Loan Party, and, to the knowledge of the Loan Parties, no Person has misappropriated, misused, or otherwise violated a Loan Party’s rights in or to any part of the GGS Seismic Data Library.  “GGS Seismic Data Library” means the structure and content of the database of Multi-Client Data and/or Brazilian Multi-Client Data compiled by and on behalf of one or more of the Loan Parties, including but not limited to the data described in Schedule 3.06(b).

(c)Schedule 3.06(c) sets forth a true, accurate, and complete list of all material computer software owned, or purported to be owned by the Companies (the “Proprietary Software”) as of the Closing Date.  The Companies exclusively own all right, title and interest in the Proprietary Software free and clear of all Liens (other than the rights of custodians and security companies under agreement set forth in Schedule 3.06(b)).  No Proprietary Software is the subject of any Proceeding before any governmental, registration or other authority in any jurisdiction, including any office action or other form of preliminary or final refusal of registration.

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(d)Schedule 3.06(d) sets forth a true, accurate, and complete list of all material computer software and databases used, reproduced, modified, or redistributed by a Loan Party, excluding shrink-wrap click-wrap or similar nonexclusive, royalty-free licenses to off-the-shelf software on similar standard terms (the “Licensed Software”) as of the Closing Date.  Any use, reproduction, modification, distribution, and sublicensing of the Licensed Software by the Loan Party is authorized pursuant to the terms of the license to which the Loan Party is a party.

(e)Registrations.  Except (i) pursuant to licenses and other user agreements entered into by each Loan Party in the ordinary course of business and (ii) licenses and other user agreements that are listed in Schedule 11 to the Perfection Certificate, on and as of the Closing Date, each Loan Party possesses all rights to use or grant licenses in respect of the GGS Seismic Data Library, the Proprietary Software, and Borrower Registered Intellectual Property owned by such Loan Party.  To the knowledge of each Loan Party, all registrations for Borrower Registered Intellectual Property listed in Schedule 11 to the Perfection Certificate owned by such Loan Party, other than pending applications, are valid and enforceable.

(f)No Violations or Proceedings.  To each Loan Party’s knowledge, on and as of the Closing Date, there is no violation by others of any right of such Loan Party with respect to the GGS Seismic Data Library, the Proprietary Software, or any Borrower Registered Intellectual Property listed in Schedule 11 to the Perfection Certificate, pledged by it under the name of such Loan Party.

(g)Ownership of Material Foreign Intellectual Property.  The Loan Parties collectively own all Material Foreign Intellectual Property except to the extent the transfer of any such Material Foreign Intellectual Property owned by a Foreign Subsidiary that is not a Loan Party to a Loan Party would or could reasonably be expected to (i) result in a material increase in the amounts included in the gross income of a United States shareholder of such Foreign Subsidiary pursuant to Section 951 (or a successor provision) of the Code, (ii) result in a material amount of transfer Taxes or a material non-U.S. Tax liability of such Foreign Subsidiary that would not be incurred absent such transfer or (iii) materially increase the future Taxes of Holdings and its Subsidiaries (taking into account any offsetting Tax savings or other benefits), in each case as reasonably determined by Holdings.

SECTION 3.07Equity Interests and Subsidiaries.

(a)Equity Interests.  Schedule 1 to the Pledge Agreement dated the Closing Date sets forth a list of (i) Holdings and each of its Subsidiaries and their jurisdictions of organization (as to each Loan Party) as of the Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date.  Except as set forth on Schedule 1 to the Pledge Agreement, all Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of Holdings, are owned by Holdings, directly or indirectly through Wholly Owned Subsidiaries.  Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Pledge Agreement, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Agreement or the Pledge Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

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(b)No Consent of Third Parties Required.  No consent of any person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or second priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Pledge Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Agreement or the Pledge Agreement or the exercise of remedies in respect thereof.

(c)Organizational Chart.  An accurate organizational chart, showing the ownership structure of Holdings and each Subsidiary on the Closing Date and after giving effect to the Transactions, is set forth on Schedule 3.07(c).

SECTION 3.08Litigation; Compliance with Laws.  Except as set forth on Schedule 3.08, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened in writing against or affecting any Company or any business, property or rights of any Company (i) that involve any Loan Document or the Transactions or (ii) in which there is a reasonable likelihood of an adverse determination that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.  Except for matters covered by Section 3.18, no Company or any of its property is in violation of, nor will the continued operation of its property as currently conducted violate, any Requirements of Law (including any zoning or building ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting any Company’s Real Property or is in default with respect to any Requirement of Law, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.09Agreements.  No Company is a party to any agreement or instrument or subject to any restriction in its Organizational Documents that has resulted or could reasonably be expected to result in a Material Adverse Effect.  Schedule 3.09, together with any updates pursuant to Section 5.02(g), contains a true, correct and complete list of all Material Agreements. All Material Agreements are in full force and effect and are enforceable in accordance with their terms and no Company is in default in any manner under any provision of any Material Agreement, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default.  Each Company is in compliance with its Organizational Documents.

SECTION 3.10Federal Reserve Regulations.  No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.  No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the regulations of the Board, including Regulation T, U or X.  The pledge of the Securities Collateral pursuant to the Security Agreement and/or the Pledge Agreement does not violate such regulations.

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SECTION 3.11Governmental Regulation.  No Company is subject to regulation under the Public Utility Holding Company Act of 2005, the Federal Power Act or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.  No Company is an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

SECTION 3.12Use of Proceeds.  Borrower will use the proceeds of Loans (a) on and after the Closing Date to pay Chapter 11 emergence costs of Holdings and its Subsidiaries (including repayment of the Predecessor Credit Agreement) and to pay expenses related thereto and (b) after the Closing Date for general corporate purposes, including working capital (but will not use any Loans for any speculative purposes, including, without limitation, for any Multi-Client Data Development Costs or to fund development costs (unless such development costs have been fully underwritten by a third party pursuant to a contractual arrangement with the Company) associated with Multi-Client Data or Brazilian Multi-Client Data).

SECTION 3.13Taxes.  All Federal and all other material tax returns and reports of each Company required to be filed have been timely filed, and all material taxes due and payable and all assessments, fees and other governmental charges upon any Company and upon their respective properties, assets, income, business and franchises which are due and payable have been paid when due and payable.  No Company knows of any proposed tax assessment against any Company in excess of $500,000 in the aggregate which is not being actively contested by a Company in good faith and by appropriate proceedings or which is not being treated under the Plan of Reorganization; provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

SECTION 3.14No Material Misstatements.  No written information, report, financial statement, certificate, exhibit or schedule furnished by or on behalf of any Company to the Administrative Agent or any Lender (excluding information of a general economic or general industry nature, projected financial information or other forward looking information) in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a whole with all such information, and the Confidential Information Memorandum, contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, each Company represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such information, report, financial statement, exhibit or schedule, it being recognized by the Lenders that such projections and forecasts as they relate to future events are not to be viewed as fact and that factual results during the period or periods covered by such projections and forecasts may differ from such projections and forecasts and such differences may be material. There are no facts known to any Company (other than matters of a general economic or general industry nature) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished to the Administrative Agent or the Lenders for use in connection with the transactions contemplated hereby.

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SECTION 3.15Labor Matters.  As of the Closing Date, there are no strikes, lockouts or slowdowns against any Company pending or, to the knowledge of any Company, threatened in writing except as in the aggregate could not reasonably be expected to result in a Material Adverse Effect.  The hours worked by and payments made to employees of any Company have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable federal, state, local or foreign law dealing with such matters in any manner which could reasonably be expected to result in a Material Adverse Effect.  All payments due from any Company, or for which any claim may be made against any Company, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Company except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.  The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Company is bound.

SECTION 3.16Solvency.  Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, (a) the fair value of the properties of Holdings and its Subsidiaries, taken as a whole, will exceed the Obligations; (b) Holdings and its Subsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (c) Holdings and its Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

SECTION 3.17Employee Benefit Plans.  To the extent applicable, each Company and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder.  No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect or the imposition of a Lien on any of the property of any Company or its ERISA Affiliates.  As of the Closing Date, the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the property of all such underfunded Plans by a material amount.  Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, no material Withdrawal Liability would be incurred by any Company or its ERISA Affiliates to any Multiemployer Plan in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan.

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To the extent applicable, each Foreign Plan is in material compliance with its terms and with the requirements of any and all applicable Requirements of Law and, where required, is in good standing with applicable regulatory authorities.  No Company has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan.  The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of the respective Company on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan by a material amount, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued.

SECTION 3.18Environmental Matters.

(a)Except as set forth in Schedule 3.18 and except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:

(i)The Companies and their businesses, operations and Real Property are in compliance with, and the Loan Parties have no liability under, any applicable Environmental Law;

(ii)The Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, all such Environmental Permits are valid and in good standing;

(iii)There is no Environmental Claim pending or, to the knowledge of the Companies, threatened, against the Companies, relating to the Real Property currently or formerly owned, leased or operated by the Companies or their predecessors in interest or relating to the operations of the Companies, and there are no actions, activities, circumstances, conditions, events or incidents that could form the basis of such an Environmental Claim; and

(iv)No person with an indemnity or contribution obligation to the Companies relating to compliance with or liability under Environmental Law is in default with respect to such obligation.

(b)Except as set forth in Schedule 3.18:

(i)No Company is obligated to perform any material action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Company is conducting or financing any Response pursuant to any Environmental Law with respect to any Real Property or any other location;

(ii)No property owned, operated or leased by the Companies and, to the knowledge of the Companies, no property formerly owned, operated or leased by the Companies or any of their predecessors in interest is (i) listed or formally proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability InformationSystem promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority including any such list relating to Releases of petroleum;

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(iii)No Lien has been recorded or, to the knowledge of any Company, threatened, under any Environmental Law with respect to any Real Property or other assets of the Companies;

(iv)The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Requirements or any other applicable Environmental Law; and

(v)The Companies have made available to the Lenders all material records and files in the possession, custody or control of, or otherwise reasonably available to, the Companies concerning compliance with or liability of the Companies under Environmental Law, including those concerning the actual or suspected Release or threatened Release of Hazardous Material at, on under or from any Real Property or other facilities currently or formerly owned, operated, leased or used by the Companies.

(c)The representations and warranties contained in this Section 3.18 are the sole and exclusive representations and warranties of the Companies with respect to Environmental Laws and Hazardous Materials.

SECTION 3.19Security Documents.

(a)Security Agreement.  Each of the Security Agreement and Pledge Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and the Pledge Agreement Collateral, as applicable (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)) and, when (i) financing statements and other filings in appropriate form are filed in the appropriate office and (ii) upon the taking of possession or control by the Collateral Agent (or the First Lien Collateral Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement) of the Security Agreement Collateral and/or the Pledge Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent or the First Lien Collateral Agent, as applicable, to the extent possession or control by the Collateral Agent is required by each Security Agreement and/or the Pledge Agreement), the Liens created by the Security Agreement and the Pledge Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral and the Pledge Agreement Collateral (other than such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Collateral Liens.

(b)PTO Filing; Copyright Office Filing.  When the Security Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Liens created by such Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens.

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(c)Mortgages.  Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable second priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Required Lenders, and when the Mortgages are filed in the offices specified on Schedule 12 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.10 and 5.11, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.10 and 5.11), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by such Mortgage.

(d)Valid Liens.  Each Security Document delivered pursuant to Sections 5.10 and 5.11 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Collateral Agent (or the First Lien Collateral Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent or the First Lien Collateral Agent, as applicable, to the extent required by any Security Document), such Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral Liens.  No consent is needed in connection with the granting of any Mortgage on any Real Property of any Loan Party, which has not been obtained, or will not be obtained with respect to any Mortgage hereinafter granted, prior to the granting thereof.

SECTION 3.20Sanctions.

(a)No Loan Party nor its Affiliates is in violation of any Sanctions.

(b)No Loan Party, Affiliate or broker or other agent of such Loan Party acting or benefiting in any capacity in connection with the Loans is a Sanctioned Person.

(c)No Loan Party (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person or Sanctioned Country, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Sanctions, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, Sanctions.

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SECTION 3.21Anti-Corruption Laws & Sanctions.  Borrower has implemented and maintain in effect policies and procedures (including, without limitation, the Implemented Compliance Enhancements) designed to ensure compliance by Borrower, its Subsidiaries and its respective directors, officers, employees and agents with Anti-Corruption Laws and Sanctions, and Borrower, its Subsidiaries and its respective directors, officers and employees and to the knowledge of Borrower its agents, are in compliance with Anti-Corruption Laws and Sanctions.  None of (a) Borrower, any Subsidiary, their respective directors, officers or employees, or (b) to the knowledge of Borrower, after due inquiry, any agent of Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.  No Borrowing, use of proceeds or other transaction contemplated by the Credit Agreement will violate Anti-Corruption Laws or Sanctions.

SECTION 3.22No Material Adverse Effect.  Since January 1, 2015, there has been no Material Adverse Effect; provided, however, that any effect on or change in the condition, assets or liabilities of Holdings and its Subsidiaries that occurred since January 1, 2015 as a result of or in connection with the Cases, shall not be deemed a Material Adverse Effect.

SECTION 3.23Customers and Suppliers.  There exists no actual or threatened termination, cancellation or limitation of, or modification to or change in, the business relationship between (a) any Company, on the one hand, and any customer or group thereof, on the other hand, whose agreements with any Company are individually or in the aggregate material to the business or operations of such Company, or (b) any Company, on the one hand, and any supplier or group thereof, on the other hand, whose agreements with any Company are individually or in the aggregate material to the business or operations of any Company, in each case, that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

SECTION 3.24Insurance.  Each Company keeps its property adequately insured and maintains (a) insurance to such extent and against such risks as is customary with companies in the same or similar businesses, (b) workmen’s compensation insurance in the amount required by applicable law, (c) public liability insurance, in the amount customary with companies in the same or similar business against claims for personal injury or death on properties owned, occupied or controlled by it, and (d) such other insurance as may be required by law.

SECTION 3.25Permits, Etc.  Each Loan Party has, and is in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations required for such Person lawfully to own, lease, manage or operate, or to acquire, each business currently owned, leased, managed or operated, or to be acquired, by such Person, which, if not obtained, could not reasonably be expected to have a Material Adverse Effect.  No condition exists or event has occurred, which, in itself or with the giving of notice or laps of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license, authorization, approval, entitlement or accreditation, and there is no claim that any such permit, license, authorization, approval, entitlement or accreditation is not in full force and effect, except, as to the extent any such condition, event or claim could not reasonably be expected to have a Material Adverse Effect.

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SECTION 3.26Colombian Bankruptcy Proceeding.

(a)On or about May 8, 2014, Borrower sought an order from the Superintendencia de Sociedades de Bogota (a Colombian insolvency court) recognizing the chapter 11 cases as a foreign main proceeding under Title III of law 1116 of 2006.  On May 19, 2014, the Superintendencia de Sociedades de Bogota granted the Borrower’s request, entering an order that, among other things, recognized the Borrower’s chapter 11 Case for purposes of Colombian law, ordered the cessation of certain enforcement and collection efforts initiated by creditors Colombia, and further directed the various Colombian civil courts to withdraw and otherwise lift prior embargos and seizures that had been ordered.  The Superintendencia de Sociedades de Bogota did not order the commencement of a separate insolvency case in Colombia for the Borrower.  The proceedings described in this Section 3.26 are collectively referred to herein as the “Colombian Bankruptcy Proceeding”.

(b)As of the Closing Date, no Loan Party has, and the Loan Parties collectively do not have, property and assets (including but not limited to cash and Cash Equivalents, Real Property or equipment) located in the Republic of Colombia with an aggregate value in excess of $3,000,000.

SECTION 3.27Global Eurasia.  Global Eurasia does not have property and assets (including but not limited to cash and Cash Equivalents, Real Property or equipment) with an aggregate value in excess of $25,000.

ARTICLE IV

CONDITIONS TO CREDIT EXTENSIONS

SECTION 4.01Conditions to Effectiveness of this Agreement.  The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02):

(a)The Administrative Agent and the Lenders (or their respective counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent at the direction of the Required Lenders (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other legal opinion, certificates, documents, instruments and agreements as the Lenders shall reasonably request in connection with the Transactions, all in form and substance satisfactory to the Lenders and their respective counsel.

(b)The Administrative Agent and the Lenders (or their respective counsel) shall have received, on behalf of itself, the other Agents and the Lenders, a favorable written opinion of Baker Botts L.L.P., special counsel for the Loan Parties, addressed to the Agents and the Lenders from time to time party thereto and in a form reasonably satisfactory to the Lenders.

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(c)The Lenders (or their respective counsel) shall have received a solvency certificate in the form of Exhibit J to this Agreement, dated the Closing Date and signed by the chief financial officer of Holdings.

(d)The Lenders (or their respective counsel) shall have received such documents and certificates as the Lenders or their respective counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Lenders.

(e)There shall not be any investigation or review pending (or to the knowledge of Holdings, threatened) by any Governmental Authority with respect to Holdings or any of its Subsidiaries, that could reasonably be expected to have a Material Adverse Effect and there are no actions, suits, inquiries, investigations or proceedings pending (or to the knowledge of Holdings, threatened) against or affecting Holdings or any of its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before any governmental entity, in each case that could reasonably be expected to have a Material Adverse Effect.

(f)There shall not have occurred any event, development or circumstance since January 1, 2015 that has had or could reasonably be expected to have a Material Adverse Effect.

(g)[Reserved].

(h)The Administrative Agent shall have received (i) a fully executed copy of the Fee Letter and (ii) all Administrative Agent Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the fees and expenses of Ropes & Gray LLP), and the fees and expenses of any counsel, local counsel, foreign counsel, appraisers, consultants and other advisors required to be reimbursed or paid by Borrower hereunder or under any other Loan Document or the Backstop Agreement (including the fees and expenses of Akin Gump Strauss Hauer & Feld LLP and Opportune LLP).

(i)Subject to Section 5.17, the Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date.  Subject to Section 5.17, the Collateral and Guarantee Requirement shall have been satisfied substantially simultaneously with the initial Credit Extensions to be made on the Closing Date.

(j)The Lenders (or their respective counsel) shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Lenders that any Liens not permitted under Section 6.02 have been or will be contemporaneously released or terminated.

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(k)The Administrative Agent and the Lenders (or their respective counsel) shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance satisfactory to the Lenders.

(l)The Lenders shall have received the financial statements and report referred to in Section 3.04.

(m)The Lenders shall have received, to the extent requested at least three (3) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

(n)       All principal, premium, if any, interest, fees and other amounts due under the Predecessor Credit Agreement shall have been or will be, substantially simultaneously with the initial funding of the Loans on the Closing Date, discharged, satisfied and terminated (provided, that certain amounts due under the Predecessor Credit Agreement may be deemed Indebtedness hereunder) and the Lenders shall have received reasonably satisfactory evidence thereof. All guarantees and security in support of principal, premium, if any, interest, fees or other amounts due under the Predecessor Credit Agreement shall have been or will be, substantially simultaneously with the initial funding of the Loans on the Closing Date, discharged and released and the Lenders shall have received reasonably satisfactory evidence thereof.  It is understood and acknowledged by the Administrative Agent and the Lenders that the Confirmation Order shall satisfy this Section 4.01(n).

(o)Confirmation Hearing and Order.  A confirmation hearing with the Bankruptcy Court for the Plan of Reorganization shall have been held on or prior to February 6, 2015 and the Bankruptcy Court shall have entered the Confirmation Order.

(p)Plan of Reorganization.  The terms and provisions of the Plan of Reorganization shall be reasonably satisfactory to the Lenders (it being acknowledged by the Lenders that the terms and provisions of the Plan of Reorganization, dated October 31, 2014 and filed with the Bankruptcy Court [Docket Number 987], are satisfactory).

(q)Consummation of Plan of Reorganization.  The Administrative Agent shall have received evidence, reasonably satisfactory to the Lenders, that (i) the effective date under the Plan of Reorganization shall have occurred, the Confirmation Order shall be valid, subsisting and continuing as a final order (provided, that the applicable appeal period for such order need not have expired) and all conditions precedent to the effectiveness of the Plan of Reorganization shall have been fulfilled, or validly waived, including, without limitation, the execution, delivery and performance of all of the conditions thereof other than conditions that have been validly waived (but not including conditions consisting of the effectiveness of the Loan Documents), and (ii) no motion, action or proceeding by any creditor or other party-in-interest to the Cases which could materially adversely affect the Plan of Reorganization, the consummation of the Plan of Reorganization, the business or operations of the Credit Parties or the transactions contemplated by the Loan Documents, as determined by the Lenders in good faith, shall be pending.

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(r)On or prior to the Closing Date, Borrower shall cause a new directly wholly-owned Domestic Subsidiary to be formed, which such Subsidiary shall be a Guarantor (the “MCD Subsidiary”) and transfer ownership of all Multi-Client Data to the MCD Subsidiary.

(s)The Lenders (or their respective counsel) shall have received an Officer’s Certificate certifying that the Implemented Compliance Enhancements have been adopted and implemented.

(t)The Lenders shall have received satisfactory evidence that Holdings and its Subsidiaries shall have unrestricted cash on hand of at least $11,250,000, without giving effect to any Specified Payments and without giving effect to any Borrowings of Revolving Loans.

(u)No Default. Borrower and each other Loan Party shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and, at the time of and immediately after giving effect to the Loans hereunder and the application of the proceeds thereof, no Default shall have occurred and be continuing.

(v)Representations and Warranties. Each of the representations and warranties made by any Loan Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date.

(w)No Legal Bar. No order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making the Loans to be made by it.  No injunction or other restraining order shall have been issued, shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.

(x)The Administrative Agent shall have received a letter of direction in form and substance satisfactory to the Administrative Agent duly executed by each Lender addressed to Wilmington, as DIP Agent and as Administrative Agent hereunder, authorizing, acknowledging and directing, in accordance with and as contemplated by Section 2.01(b), (i) the DIP Agent to transfer the Rights Offering Proceeds (as defined in the Plan of Reorganization) such Lender is due pursuant to Section 5.8.12 of the Plan of Reorganization and as set forth on Schedule 2.01 to the Administrative Agent and (ii) the Administrative Agent to remit such funds to the Borrower as Loans hereunder.

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ARTICLE V

AFFIRMATIVE COVENANTS

Each Loan Party covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan and all Administrative Agent Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations for which no claim has been asserted) unless the Required Lenders shall otherwise consent in writing, each Loan Party will, and will cause each of its Subsidiaries to:

SECTION 5.01Financial Statements, Reports, etc.

Furnish to the Administrative Agent (who shall promptly make available to the Lenders):

(a)Monthly Reports.

(i)As soon as available, and in any event within 15 days after the end of each month, (A) a 13-week cash requirement forecast setting forth projected cash receipts and disbursements of the Loan Parties and projected borrowings of Revolving Loans for the periods covered thereby and (B) a sales report for the preceding calendar month;

(ii)As soon as available, and in any event within (A) 45 days after the month ending February 28, 2015 and (B) 30 days after the end of each month thereafter, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the end of such month and the related consolidated and consolidating statements of income, consolidated statements of stockholders' equity and consolidated statements of cash flows of Holdings and its Subsidiaries for such month and for the period from the beginning of the then current fiscal year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (beginning with the month ending February 29, 2016) and the corresponding figures from the Financial Plan for the current fiscal year, all in reasonable detail, together with a schedule of reconciliations for any reclassifications with respect to prior months or periods (and, in connection therewith, copies of any restated financial statements for any impacted month or period), certified by a Financial Officer as fairly presenting, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated;

(b)Quarterly Financial Statements.  As soon as available, and in any event within (i) 75 days after the end of the fiscal quarter ending March 31, 2015 and (ii) 60 days after the end of each fiscal quarter of each fiscal year thereafter (excluding the fourth fiscal quarter), the consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the end of such fiscal quarter and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders' equity and cash flows of Holdings and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (beginning with the fiscal quarter ending March 31, 2016) and the corresponding figures from the Financial Plan for the current fiscal year, all in reasonable detail, certified by a Financial Officer as fairly presenting, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated;

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(c)Annual Financial Statements.  As soon as available, and in any event within 90 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2015) (or, if earlier, three (3) Business Days after the date required to be filed with the SEC), (i) the consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the end of such fiscal year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders' equity and cash flows of Holdings and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the previous fiscal year (beginning with the fiscal year ending December 31, 2016; provided that with respect to such fiscal year, the corresponding figures to the fiscal year 2015 will be for the period commencing on the Closing Date and ending on December 31, 2015) and the corresponding figures from the Financial Plan for the fiscal year covered by such financial statements, in reasonable detail, certified by a Financial Officer as fairly presenting, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of operations and their cash flows for the periods indicated; and (ii) with respect to such annual consolidated financial statements a report thereon of a firm of independent certified public accountants of recognized national standing selected by Holdings, and reasonably satisfactory to Required Lenders (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in the financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating that in making the examination necessary therefor no knowledge was obtained of any Default under the financial covenants set forth herein or, if any such Default shall exist, stating the nature and status of such event;

(d)Compliance Certificate.  Together with each delivery of financial statements of Holdings and its Subsidiaries pursuant to Section 5.01(b) or Section 5.01(c), a duly executed and completed Compliance Certificate;

(e)Statements of Reconciliation after Change in Accounting Principles.  If, as a result of any change in accounting principles and policies after the Closing Date, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.01(b) or Section 5.01(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance reasonably satisfactory to Required Lenders;

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(f)Financial Plan.  As soon as practicable and in any event no later than the earlier of (i) fifteen (15) calendar days after approval by the Board of Directors and (ii) thirty (30) days after the beginning of each fiscal year (commencing with respect to fiscal year 2016), a consolidated plan and financial forecast for such fiscal year (prepared on a monthly basis) and each fiscal year (or portion thereof) through the Maturity Date (a “Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Holdings and its Subsidiaries for each such fiscal year, together with pro forma Compliance Certificates for each such fiscal year, (ii) forecasted consolidated statements of income and cash flows of Holdings and its Subsidiaries for each month of each such fiscal year, (iii) forecasts demonstrating projected compliance with the requirements of  Section 6.09 through the Maturity Date, and (iv) forecasts demonstrating adequate liquidity through the Maturity Date, together, in each case, with an explanation of the material assumptions on which such forecasts are based all in form and substance reasonably satisfactory to Required Lenders;

(g)[Reserved];

(h)[Reserved];

(i)Aging Reports.  Together with each delivery of financial statements of Holdings and its Subsidiaries pursuant to Section 5.01(b) and Section 5.01(c), (i) a summary of the accounts receivable aging report of Holdings and its Subsidiaries (prepared on a consolidated basis) as of the end of such period, (ii) a summary of accounts payable aging report of Holdings and its Subsidiaries (prepared on a consolidated basis) as of the end of such period and (iii) such other information as the Required Lenders may reasonably request, in each case, all in detail and in form and substance reasonably satisfactory to the Required Lenders;

(j)Seismic Crew Information.  Concurrently with the delivery of the financial statements required to be delivered pursuant to Section 5.01(a), Section 5.01(b) and Section 5.01(c), (i) a copy of the report prepared by Holdings consistent with past practice, showing the projected usage of any and all seismic crews owned or operated by Holdings and its Subsidiaries for the ensuing three calendar months and (ii) a copy of the backlog reports and summary of the location of each seismic crew and the status of each ongoing project for such crews prepared by Holdings consistent with past practice;

(k)Public Reports.  Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings or any of its Subsidiaries with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange;

(l)Management Letters.  Promptly after the receipt thereof by Holdings or any of its Subsidiaries, a copy of any “management letter” received by any such person from its certified public accountants and the management’s responses thereto;

(m)Consolidated Liquidity.  On or before the fifth (5th) Business Day of each calendar month (commencing as of March 1, 2015),  a certificate from a Responsible Officer of Borrower (i) certifying that, with respect to the immediately preceding calendar month, Consolidated Liquidity was not less than the amount required by Section 6.09(a) for any period of more than two (2) Business Days in such immediately preceding calendar month or (ii) to the extent such certification set forth in clause (i) above is not correct, describing the nature and extent of such event and the corrective action (if any) taken or proposed to be taken with respect thereto; and

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(n)Other Information.  Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings or any of its Subsidiaries, or compliance with the terms of any Loan Document, as any Lender may reasonably request.

SECTION 5.02Litigation and Other Notices.  Furnish to the Administrative Agent written notice of the following promptly (and, in any event, within three (3) Business Days of any Responsible Officer of Holdings or any of its Subsidiaries becoming aware thereof):

(a)any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(b)the filing or commencement of, or any threat in writing of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document;

(c)any development that has resulted in, or could reasonably be expected to result, in a Material Adverse Effect;

(d)the occurrence of any Casualty Event affecting Collateral having value in excess of $250,000;

(e)the incurrence of any material Lien (other than Permitted Collateral Liens) on, or claim asserted against, any of the Collateral;

(f)any change in the Board of Directors (or similar governing body) of Holdings or any of its Subsidiaries;

(g)(i) termination or amendment to any Material Agreement of Holdings or any of its Subsidiaries in a manner that is materially adverse to Holdings or such Subsidiary, as the case may be, or (ii) entry into any new Material Agreement, together with a written statement describing such event, with copies of such material amendments or new contracts, delivered to Collateral Agent, and an explanation of any actions being taken with respect thereto; and

(h)any environmental matter which resulted in or would reasonably be expected to have a Material Adverse Effect, together with copies of all environmental audits and reports with respect thereto.

SECTION 5.03Existence; Businesses and Properties; Compliance with Laws.

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(a)Except as otherwise permitted under Section 6.05 or Section 6.06, at all times preserve and keep in full force and effect its existence and all rights and Governmental Authorizations, qualifications, franchises, licenses and permits material to its business and to the conduct of its business in each jurisdiction in which its business is conducted; provided, no Loan Party or any of its Subsidiaries shall be required to preserve any such right or Governmental Authorizations, qualifications, franchise, licenses and permits if such Person's Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material respect to such Person or to the Lenders; provided further, that for the avoidance of doubt, Holdings, Borrower and the MCD Subsidiary shall be required to maintain their existence.

(b)(i) Maintain or cause to be maintained in good repair, working order and condition, consistent with industry practice and ordinary wear and tear excepted, all material properties necessary in the business of Holdings and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof, and (ii) comply at all times with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder where non-compliance could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c)Each Loan Party will comply, shall cause each of its Subsidiaries to comply and shall use commercially reasonable efforts to cause all other Persons, if any, on or occupying any premises owned by such Loan Party to comply, with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property), non-compliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.04Insurance.

(a)Generally.  Maintain or cause to be maintained, with financially sound and reputable insurers, casualty insurance, such public liability insurance, third-party property damage insurance or such other insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Loan Parties as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons and satisfactory to Required Lenders.  Without limiting the generality of the foregoing, the Loan Parties will maintain or cause to be maintained (i) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System and (ii) replacement value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses.  Each such policy of insurance shall (i) name Collateral Agent, on behalf of the Secured Parties as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to the Required Lenders, that names Collateral Agent, on behalf of Secured Parties as the loss payee thereunder.

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(b)Requirements of Insurance.  Each of the insurance policies required to be maintained under this Section 5.04 shall provide for at least thirty (30) days' prior written notice to Collateral Agent of the cancellation or substantial modification thereof (or ten (10) days’ prior written notice of cancellation for nonpayment of premiums).  Receipt of such notice shall entitle Collateral Agent (but Collateral Agent shall not be obligated) to renew any such policies, cause the coverages and amounts thereof to be maintained at levels required pursuant to this Section 5.04 or otherwise to obtain similar insurance in place of such policies, in each case at the expense of the Loan Parties.

(c)Broker’s Report.  Deliver to the Administrative Agent and the Collateral Agent and the Lenders a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Required Lenders may from time to time reasonably request.

(d)Mortgaged Properties.  No Loan Party that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Loan Party’s respective Mortgage or that could reasonably be expected to be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Premises, and each Loan Party shall otherwise comply in all material respects with all Insurance Requirements in respect of the Premises; provided, however, that each Loan Party may, at its own expense and after written notice to the Administrative Agent, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 5.04 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 5.04.

(e)Insurance Report.  As soon as practicable, and in any event by May 30 of each year (or such other date as may be agreed to by the Borrower and the Required Lenders from time to time), a report in form and substance satisfactory to the Required Lenders outlining all material insurance coverage maintained as of the date of such report by the Companies and all material insurance coverage planned to be maintained by the Companies in the immediately succeeding annual period.

SECTION 5.05Taxes and Claims.  File all foreign, federal, state, and other material tax returns required to be filed by Holdings or any of its Subsidiaries and pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon (other than Taxes that do not exceed $100,000 in the aggregate), and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay imposition of any penalty, fine or Lien resulting from the non-payment thereof.  No Loan Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Holdings or any of its Subsidiaries).

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SECTION 5.06Employee Benefits.  (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 5 Business Days after any Responsible Officer of any Company or any ERISA Affiliates of any Company knows or has reason to know that, any ERISA Event has occurred or, is reasonably expected to occur, that, alone or together with any other ERISA Event that has occurred in the past twelve months could reasonably be expected to result in any material liability to the Companies or any of their ERISA Affiliates or the imposition of a Lien, a statement of a Financial Officer of Holdings setting forth details as to such ERISA Event and the action, if any, that the Companies propose to take with respect thereto; (ii) upon request by the Required Lenders, copies of (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Company or any ERISA Affiliate of any Company with the Internal Revenue Service with respect to each Plan; (B) the most recent actuarial valuation report for each Plan; (C) all notices received by any Company or any ERISA Affiliate of any Company from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (D) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan (as such term is defined in Section 3(3) of ERISA) sponsored or contributed to by any Company or any ERISA Affiliate of any Company) as the Required Lenders shall reasonably request and (iii) promptly following any request therefor, copies of (A) any documents described in Section 101(k) of ERISA that any Company or its ERISA Affiliate may request with respect to any Multiemployer Plan and (B) any notices described in Section 101 (1) of ERISA that any Company or its ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if any Company or its ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Company or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof.

SECTION 5.07Maintaining Records; Access to Properties and Inspections; Annual Meetings.

(a)Keep proper books of record and account in which materially full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities.  Holdings will permit any representatives designated by the Administrative Agent or the Required Lenders (in coordination with the Administrative Agent), at Borrower’s expense, to visit and inspect the financial records and the property of Holdings and its Subsidiaries at reasonable times during normal business hours and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (including independent accountants); provided that, so long as no Default has occurred and is continuing, only two such visits and inspections during each fiscal year of Holdings shall be at Borrower’s expense.  Without limiting the foregoing, the Loan Parties agree that the Collateral Agent shall have the right (but not the obligation) to conduct patent, trademark and copyright searches with respect to the Loan Parties from time to time, and the Loan Parties agree to pay all out-of-pocket expenses incurred by Collateral Agent in connection with such searches.

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(b)(i) Upon the request of Required Lenders, participate in a meeting of Lenders once during each fiscal quarter to be held at Borrower's corporate offices (or at such other location as may be agreed to by Borrower and Required Lenders) at such time as may be reasonably agreed to by Borrower and Required Lenders.  (ii) Within 30 days of delivery of financial statements and other information required to be delivered pursuant to Section 5.01(b), Borrower shall cause its chief financial officer to participate in a conference call with the Agents and, subject to compliance with the confidentiality requirements set forth in Section 10.12, all Lenders who choose to participate in such conference call during which conference call the chief financial officer shall review the financial condition of Holdings and its Subsidiaries and such other matters as any Lender may reasonably request.

SECTION 5.08Use of Proceeds.  Use the proceeds of the Loans only for the purposes set forth in Section 3.12.  No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.  Borrower will not request any Borrowing, and Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in violation of Sanctions or (iii) in any manner that would result in the violation of Sanctions.

SECTION 5.09Compliance with Environmental Laws; Environmental Reports.

(a)Comply, and use commercially reasonable efforts to cause all lessees and other persons occupying Real Property owned, operated or leased by any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws; provided that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

(b)If a Default caused by reason of any representation or warranty set forth in Section 3.18 being false in any respect when made or deemed made or any breach of Section 5.09(a) shall have occurred and be continuing for more than 20 days without the Companies commencing activities reasonably likely to cure such Default in accordance with Environmental Laws, at the written request of the Required Lenders through the Administrative Agent, provide to the Lenders within 45 days after such request, at the expense of Borrower, an environmental assessment report regarding the matters which are the subject of such Default, including, where appropriate, air, soil and/or groundwater sampling, prepared by an environmental consulting firm and, in the form and substance, reasonably acceptable to the Required Lenders and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or Response to address them.

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SECTION 5.10Additional Collateral; Additional Guarantors.

(a)Subject to this Section 5.10, with respect to any property owned or acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such later time as the Required Lenders may agree) cause the Collateral and Guarantee Requirement to be satisfied with respect to such property, including by (i) executing and delivering to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Required Lenders shall deem necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a Lien on such property subject to no Liens other than Permitted Collateral Liens and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Required Lenders.  Holdings shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Required Lenders shall require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties.  Notwithstanding the foregoing, any required filings with the United States Patent and Trademark Office and United States Copyright Office shall be made within 30 days after the acquisition of the related property is required to be reported pursuant to Section 5.01(h).

(b)With respect to any person that is or becomes a Subsidiary after the Closing Date, promptly, and, in any event, within 30 days after such person becomes a Subsidiary, notify the Administrative Agent and Collateral Agent thereof in writing (specifying, if such Subsidiary is a Designated Subsidiary) and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interests in or Indebtedness of such Subsidiary owned by any Loan Party.

(c)Promptly grant to the Collateral Agent, within 60 days of the acquisition thereof (unless sooner disposed of in an Asset Sale permitted by Section 6.06 or a Sale and Leaseback Transaction permitted by Section 6.03), or, in the case of any, a security interest in and Mortgage on each Real Property owned in fee by such Loan Party (1) as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $500,000, and (2) each Real Property identified as “Owned Real Property” on Schedule 17 to the Perfection Certificate dated the Closing Date, in each case, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02).  Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent (in each case, at the direction of the Required Lenders) and shall constitute valid and enforceable perfected Liens subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent at the direction of Required Lenders.  The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Required Lenders shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a title policy, a Survey, a life of loan flood hazard determination and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (in each case at the direction of the Required Lenders) in respect of such Mortgage).

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SECTION 5.11Security Interests; Further Assurances.  Promptly, upon the reasonable request of the Required Lenders, at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent and the Collateral Agent (in each case, at the direction of the Required Lenders) reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security Document or this Agreement, or use reasonable commercial efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith.  Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (in each case, at the direction of the Required Lenders) as the Required Lenders shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents.  Upon the exercise by the Administrative Agent, the Collateral Agent or the Required Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lenders may require.  If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by a Requirement of Law to have appraisals prepared in respect of the Real Property of any Loan Party constituting Collateral, Holdings shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Administrative Agent and the Collateral Agent (in each case, at the direction of the Required Lenders).

SECTION 5.12Information Regarding Collateral.

(a)Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 10 days’ prior written notice (in the form of an Officer’s Certificate), or such lesser notice period agreed to by the Required Lenders, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Required Lenders may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent at the direction of the Required Lenders to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it.

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(b)Concurrently with the delivery of financial statements required by Section 5.01(b), Company shall deliver to each Lender (i) a list of locations in which any Loan Party maintains Collateral having an aggregate book value in excess of $500,000 (other than locations temporarily occupied by a Loan Party for the purpose of acquiring seismic data, and excluding Collateral in-transit), and (ii) a list of locations in which the Loan Parties are acquiring seismic data (or expect to acquire seismic data for more than 30 days during the next six months), in each case, reasonably identifying the assets maintained (or to be maintained) in each such location.

SECTION 5.13Senior Indebtedness.  Cause the Obligations to constitute “Senior Secured Indebtedness” or any similar designation under and as defined in any agreement governing any subordinated Indebtedness, subject to the terms of the Intercreditor Agreement.

SECTION 5.14MCD Subsidiary.  At all times on and after the Closing Date, the MCD Subsidiary shall own all Multi-Client Data, including any Multi-Client Data created after the Closing Date.

SECTION 5.15Miscellaneous Business Covenants.  Unless otherwise consent to by the Required Lenders:

(a)Non-Consolidation.  Company will and will cause each of its Subsidiaries to maintain entity records and books of account separate from those of any other entity which is an Affiliate of such entity.

(b)Cash Management Systems.  Holdings and its Subsidiaries shall establish and maintain cash management systems reasonably acceptable to Required Lenders, including, without limitation, with respect to blocked account arrangements; provided, that, to the extent the Required Lenders shall request any modification to the cash management systems of Holdings and its Subsidiaries from such cash management systems as in effect on the Closing Date, the Company shall only be required to use commercially reasonable efforts to effect such modifications and shall be provided a reasonable period of time in which to do so; provided, however, that the foregoing proviso shall in no way limit the right of the Required Lenders to require blocked account arrangements consistent with the Collateral and Guarantee Requirement.

(c)Communication with Accountants.  Each Loan Party executing this Agreement shall authorize and instruct its independent certified public accountants to deliver copies of all management letters to Collateral Agent at the same time such letters are delivered to the Companies.

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(d)Concessions.   Holdings and its Subsidiaries shall receive the concessions set forth on Schedule 5.15(d) in the manner set forth therein.

SECTION 5.16Colombian Matters.

(a)Promptly, but in no event more than ten (10) Business Days following the Closing Date, make appropriate application to the Superintendencia de Sociedades de Bogota (or other court exercising jurisdiction over the Colombian Bankruptcy Proceeding) for a permanent injunction or similar decree prohibiting all parties from taking action against Borrower to enforce any obligation that arose prior to March 25, 2014, or otherwise acting in a manner inconsistent with the Confirmation Order or the Plan of Reorganization, and shall diligently pursue the approval from the Superintendencia de Sociedades de Bogota (or other court exercising jurisdiction over the Colombian Bankruptcy Proceeding) of such application.

(b)Until a permanent injunction or similar decree is entered in the Colombian Bankruptcy Proceeding which prohibits creditors from taking action against the Company to enforce any obligation that arose prior to March 25, 2014, prior to acquiring property or assets (including but not limited to cash and Cash Equivalents, Real Property or equipment or depositing cash or Cash Equivalents into any deposit, securities or similar account held in the Republic of Colombia) located in the Republic of Colombia, in each case which, after giving effect to such acquisition of property or assets, would result in the aggregate amount of all property or assets in Colombia exceeding $3,000,000 or more, Borrower shall furnish to the Administrative Agent, together with delivery of the financial statements described in Section 5.01(a)(ii), a certificate from a Responsible Officer of Borrower (i) certifying that there have been no developments in, or changes to, the Colombian Bankruptcy Proceeding that are adverse to the Company or the Lenders and (ii) that a preliminary injunction or similar decree is in place in the Colombian Bankruptcy Proceeding that prohibits creditors from taking action against the Company to enforce any obligation that arose prior to March 25, 2014.

SECTION 5.17Post-Closing Matters.  Satisfy the requirements set forth on Schedule 5.17 on or before the date specified for such requirement

ARTICLE VI

NEGATIVE COVENANTS

Each Loan Party covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document have been paid in full (other than contingent indemnification obligations for which no claim has been asserted), unless the Required Lenders shall otherwise consent in writing, no Loan Party will, nor will they cause or permit any Subsidiaries to:

SECTION 6.01Indebtedness.  Incur, create, assume or permit to exist, directly or indirectly, any Indebtedness, except

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(a)the Obligations;

(b)Indebtedness under the First Lien Credit Agreement in an aggregate principal amount not to exceed the Cap Amount (as defined in the Intercreditor Agreement);

(c)Indebtedness of any Guarantor to Borrower or to any other Guarantor, or of Borrower to any Guarantor; provided (i) all such Indebtedness shall be evidenced by the Intercompany Note, which shall be subject to a lien in favor of the Collateral Agent pursuant to the Security Agreement and (ii) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note;

(d)Indebtedness of (i) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party, (ii) any Subsidiary that is not a Loan Party to any Loan Party and (iii) any Loan Party to a Subsidiary that is not a Loan Party in an aggregate principal amount not to exceed $9,200,000 for all such Indebtedness; provided that, in each case, no Event of Default has occurred and is continuing at the time such debt is incurred or would result therefrom; provided, further, that in the case of clauses (ii) and (iii), such Indebtedness is unsecured and subordinated in right of payment to the payment in full of the Obligations to the extent required by the terms of the Intercompany Note;

(e)Indebtedness incurred by Holdings or any of its Subsidiaries (other than the MCD Subsidiary) in a permitted disposition of any business, assets or Subsidiary of Holdings or any of its Subsidiaries, in each case, solely to the extent constituting indemnification obligations or obligations in respect of purchase price adjustments;

(f)Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business and Indebtedness constituting guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Holdings and its Subsidiaries;

(g)Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(h)Indebtedness existing as of the Closing Date and described in Schedule 6.01(h), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement, and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended (except that the interest rate on such Indebtedness shall be at the then prevailing market rate), and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced (plus accrued interest thereon and customary fees, expenses and premiums with respect thereto), or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom;

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(i)Indebtedness in an aggregate amount not to exceed at any time $5,750,000 with respect to (i) Capital Lease Obligations and (ii) Purchase Money Obligations; provided that any such Indebtedness shall be secured only by the asset subject to such Capital Lease or by the asset acquired in connection with the incurrence of such Indebtedness; provided, further, than any such Indebtedness shall not be incurred by the MCD Subsidiary;

(j)Indebtedness with respect to Hedging Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with such Loan Party's operations in the ordinary course of business and not for speculative purposes; provided, that such Indebtedness shall not be incurred by the MCD Subsidiary;

(k)guarantees of Holdings or any Subsidiary (other than the MCD Subsidiary) in respect of Indebtedness otherwise permitted hereunder;

(l)Indebtedness incurred to finance the purchase of property, casualty, liability, or other insurance to the Loan Parties, so long as such Indebtedness (i) is not in an amount in excess of the amount of the unpaid cost of such insurance for the year in which such Indebtedness is incurred, (ii) is incurred in the ordinary course of business and only to finance such insurance, (iii) is outstanding only during the year in which such insurance is in effect and (iv) is unsecured (or secured only by unearned premiums on the insurance so financed); provided that in no event shall the aggregate principal amount of such Indebtedness exceed $2,875,000 at any time outstanding;

(m)other Indebtedness of Borrower and its Subsidiaries (other than the MCD Subsidiary) in an aggregate amount not to exceed at any time $2,300,000;

(n)reimbursement obligations in respect of letters of credit; provided that (i) the aggregate amount of such letters of credit does not exceed $11,500,000 at any time outstanding, (ii) such letters of credit are issued in respect of performance, surety or similar obligations and (iii) such reimbursement obligations are not incurred by the MCD Subsidiary; provided, that up to $1,150,000 of such amount may be issued in respect of obligations other than performance, surety or similar obligations; and

(o)Indebtedness incurred with respect to (i) credit or debit card services provided by Bank of America, N.A. or an Affiliate thereof in an aggregate principal amount not to exceed $460,000 at any time outstanding and (ii) the Borrower’s fuel card with WEX Fuel Management or an Affiliate thereof in an aggregate principal amount not to exceed $345,000 at any time outstanding.

For the avoidance of doubt, for purposes of determining compliance with this Section 6.01, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (o) above, Holdings and its Subsidiaries will be permitted to divide, redivide, classify and reclassify such item of Indebtedness on any date in any manner that complies with this Section 6.01.

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SECTION 6.02Liens.  Create, incur, assume or permit to exist, directly or indirectly, any Lien on any property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, the “Permitted Liens”):

(a)Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Loan Document;

(b)Liens granted to the First Lien Collateral Agent on the Collateral to secure the obligations under the First Lien Credit Agreement; provided, that such Liens are subject to the Intercreditor Agreement;

(c)Liens for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and reserves required by GAAP have been made or if such Taxes are not due and payable; provided, that, with respect to Taxes that are due (or overdue), the aggregate amount of such Taxes secured by Liens that have priority over the Collateral Agent’s Liens shall not exceed $575,000;

(d)statutory Liens of landlords, banks (and rights of set off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the ordinary course of business for (i) amounts not yet overdue or (ii) amounts that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, reserves for which required by GAAP have been made and in respect of which such contest operates to stay the exercise of remedies with respect to the Lien resulting from the non-payment thereof; provided, that the aggregate amount of obligations that are due (or overdue) pursuant to this clause (d) that are secured by Liens having priority over the Collateral Agent’s Liens shall not exceed $575,000;

(e)Liens incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;

(f)easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Holdings or any of its Subsidiaries;

(g)any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder;

(h)Liens solely on any cash earnest money deposits made by Borrower or any of its Subsidiaries (other than the MCD Subsidiary) in connection with any letter of intent or purchase agreement permitted hereunder;

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(i)purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

(j)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(k)any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

(l)licenses of patents, trademarks and other intellectual property rights granted by Holdings or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of Holdings or such Subsidiary;

(m)Liens existing as of the Closing Date and described in Schedule 6.02(m);

(n)Liens securing Capital Lease Obligations or Purchase Money Obligations permitted pursuant to Section 6.01(i); provided any such Lien shall encumber only the asset subject to such Capital Lease or the asset acquired with the proceeds of such Indebtedness; provided, further, for the avoidance of doubt, such Liens shall not encumber any assets of the MCD Subsidiary or the equity of the MCD Subsidiary;

(o)other Liens securing Indebtedness in an aggregate amount not to exceed $2,300,000 at any time outstanding; provided, that such Liens do not encumber any assets of the MCD Subsidiary or the equity of the MCD Subsidiary;

(p)Liens securing judgments not constituting an Event of Default under Section 8.01(i);

(q)Liens on Cash or Cash Equivalents securing reimbursement obligations under letters of credit permitted by Section 6.01(n) in an aggregate amount not to exceed 110% of the amount of all such letters of credit outstanding at such time;

(r)Liens for salvage or general average for (i) amounts not yet overdue or (ii) amounts that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, reserves for which required by GAAP have been made and in respect of which such contest operates to stay the exercise of remedies with respect to the Lien resulting from the non-payment thereof; provided, that the aggregate amount of obligations that are due (or overdue) pursuant to this clause (r) that are secured by Liens having priority over the Collateral Agent’s Liens shall not exceed $575,000;

(s)Liens incurred in the ordinary course of business of Borrower or any Subsidiary arising from vessel chartering, operations, drydocking, maintenance, the furnishing of supplies or fuel to vessels and crews wages, in each case (i) of a maritime lien nature and (ii) for (A) amounts not yet overdue or (B) amounts not in excess of $575,000 that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, reserves for which required by GAAP have been made and in respect of which such contest operates to stay the exercise of remedies with respect to the Lien resulting from the non-payment thereof;

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(t)purchase options existing under the Global Eurasia LLC Agreement as in effect on the Closing Date;

(u)Liens solely on any cash earnest money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; and

(v)Liens on Cash collateral securing Indebtedness permitted pursuant to Section 6.01(o).

SECTION 6.03Sale and Leaseback Transactions.  Directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Loan Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than Holdings or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such Loan Party to any Person (other than Holdings or any of its Subsidiaries) in connection with such lease (a “Sale and Leaseback Transaction”).

SECTION 6.04Investment, Loan and Advances.  Directly or indirectly, lend money or credit (by way of guarantee or otherwise) or make advances to any person, or purchase or acquire any stock, bonds, notes, debentures or other obligations or securities of, or any other interest in, or make any capital contribution to, any other person (all of the foregoing, collectively, “Investments”), except that the following shall be permitted:

(a)Investments in cash and Cash Equivalents;

(b)equity Investments owned as of the Closing Date in any Subsidiary and Investments made after the Closing Date in the Borrower or any wholly-owned Guarantor Subsidiaries of Holdings;

(c)Investments (i) in any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors, (ii) constituting deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Holdings and its Subsidiaries and (iii) constituting extensions of trade credit in the ordinary course of business;

(d)intercompany loans to the extent permitted under Section 6.01(c) or Section 6.01(d);

(e)loans and advances to employees of Holdings and its Subsidiaries made in the ordinary course of business in an aggregate amount not to exceed $115,000;

(f)Investments outstanding as of the Closing Date and described in Schedule 6.04(f);

(g)guarantees permitted pursuant to Section 6.01(k);

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(h)other Investments in an aggregate amount not to exceed at any time $1,150,000; and

(i)Capital Expenditures to the extent permitted under Section 6.09(c).

SECTION 6.05Mergers and Consolidations.  Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted:

(a)Asset Sales and other transactions in compliance with Section 6.06;

(b)any Subsidiary of Borrower (other than the MCD Subsidiary) may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; and

(c)any Foreign Subsidiary of Holdings may be merged with or into any other Foreign Subsidiary of Holdings; provided, in the case of a merger involving a Loan Party, a Loan Party shall be the continuing or surviving Person.

SECTION 6.06Asset Sales.   Effect any Asset Sale, or agree to effect any Asset Sale, except that the following shall be permitted:

(a)sales or other dispositions of assets that do not constitute Asset Sales;

(b)Asset Sales (including disposals of obsolete or worn out property), the proceeds of which when aggregated with the proceeds of all other Asset Sales made within the same fiscal year, are less than $5,750,000; provided (i) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof, (ii) no less than 100% thereof shall be paid in cash, (iii) the Net Cash Proceeds thereof shall be applied as required by Section 2.10(f) and (iv) such Asset Sale is not made by the MCD Subsidiary; provided, further, that up to $1,150,000 per fiscal year of such Asset Sales may be made in exchange for fixed, capital or other long-term assets used or useful in the business of Holdings or any of its Subsidiaries instead of cash;

(c)Investments permitted pursuant to Section 6.04;

(d)any Foreign Subsidiary of Holdings may convey, sell, lease or sub lease, exchange, transfer or otherwise dispose of any of its assets or property to Holdings or any other Subsidiary of Holdings; a

(e)mergers and consolidations in compliance with Section 6.05;

(f)Asset Sales solely between or among Loan Parties; and

(g)Sale and Leaseback Transactions in compliance with Section 6.03.

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Notwithstanding anything to the contrary contained above, no Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to qualify directors if required by applicable law or pursuant to the Plan of Reorganization; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to another Loan Party or, with respect to any Subsidiary that is not a Loan Party, to any other Subsidiary that is not a Loan Party), or to qualify directors if required by applicable law.

SECTION 6.07Dividends.  Authorize, declare, make or pay, directly or indirectly, any Dividends with respect to its Equity Interests, except that the following shall be permitted:

(a)so long as no Default or Event of Default has occurred and is continuing, the Loan Parties may purchase capital stock or options from present or former employees, officers, directors or consultants of the Loan Parties or their respective estates, spouses or family members upon the death, disability or termination of employment of such employee, officer, director or consultant in an aggregate amount not to exceed $575,000 in any fiscal year; and

(b)(i) each Subsidiary of Holdings may make Dividends to Holdings or any Subsidiaries of Holdings that are Guarantors and (ii) each Subsidiary of Holdings that is not a Guarantor may make Dividends to any Subsidiary of Holdings which holds its Equity Interests, in each case ratably according to their respective holdings of the type of Equity Interests in respect of which such Dividend is being made.

SECTION 6.08Transactions with Affiliates.  Enter into, directly or indirectly, any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of any Company, other than any transaction on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted:

(a)any transaction solely among the Loan Parties;

(b)reimbursement of reasonable and customary out-of-pocket expenses and payment of reasonable and customary fees to members of the Board of Directors of Holdings and its Subsidiaries;

(c)transactions described in Schedule 6.08(c);

(d)compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business;

(e)any transaction solely among Subsidiaries that are not Loan Parties;

(f)Dividends permitted by Section 6.07;

(g)any Tax sharing arrangements;

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(h)[Reserved]; and

(i)transactions between any Loan Party and any Subsidiary that is not a Loan Party so long as such transaction is no less favorable to such Loan Party than would reasonably be obtained by such Company at that time in a comparable arm’s length transaction with a person other than an Affiliate.

SECTION 6.09Financial Covenants.

(a)Minimum Liquidity.  Permit Consolidated Liquidity to be less than $8,500,000, for any period in excess of two (2) Business Days, at any time.

(b)Minimum Consolidated Cash EBITDA.

(i)Permit Consolidated Cash EBITDA in any period indicated below, to be less than the corresponding amount set forth below opposite such period:

Period	Minimum Consolidated Cash EBITDA
The period commencing March 1, 2015 and ending December 31, 2015	$16,150,000
The four fiscal quarter period ending March 31, 2016	$17,850,000
The four fiscal quarter period ending June 30, 2016	$20,400,000
The four fiscal quarter period ending September 30, 2016	$24,650,000
The four fiscal quarter period ending December 31, 2016	$27,625,000
The four fiscal quarter period ending March 31, 2017	$28,900,000
The four fiscal quarter period ending June 30, 2017	$28,900,000
The four fiscal quarter period ending September 30, 2017	$28,900,000

(c)Maximum Capital Expenditures. (i) Make or incur Capital Expenditures in any period indicated below, in an aggregate amount for Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such period:

Period	Maximum Capital Expenditures
Closing Date – February 8, 2016	$6,900,000
February 9, 2016 – February 8, 2017	$13,800,000
February 9, 2017 – May 8, 2017	$3,450,000
May 9, 2017 – August 9, 2017	$3,450,000
August 10, 2017 – November 9, 2017	$3,450,000

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(ii)Notwithstanding anything to the contrary contained in clause (i) above, (A) the aggregate amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries in any period pursuant to clause (i) above shall be increased by an amount equal to 25% of Free Excess Cash Flow for the Excess Cash Flow Period immediately preceding the first day of such period listed above and (B) to the extent that the aggregate amount of Capital Expenditures made by Holdings and its Subsidiaries in any period pursuant to clause (i) is less than the maximum amount of Capital Expenditures permitted by clause (i) with respect to such period (after giving effect to any increase in such amount pursuant to this clause (ii)), the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding period; provided, that Capital Expenditures made in any period shall be counted against the base amount set forth in clause (i) above with respect to such period before being counted against any Rollover Amount available with respect to such period.

SECTION 6.10Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly:

(a)(i) Amend or permit any amendments to the Organizational Documents of any Loan Party or any Subsidiary of any Loan Party; or (ii) amend or permit any amendments to, or terminate or waive any provision of, any Material Agreement or any Indebtedness of any Loan Party or any Subsidiary of any Loan Party (including the First Lien Loan Documents) if such amendment, termination, or waiver could reasonably be expected to be materially adverse to Agents or the Lenders; provided, that the First Lien Loan Documents may be amended to the extent expressly permitted by the terms of the Intercreditor Agreement.

(b)Directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity in an amount in excess of $5,750,000 in the aggregate during the term of this Agreement, other than (i) the Obligations, (ii) Indebtedness under the First Lien Credit Agreement (iii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 6.05 or Section 6.06 and (iv) in connection with any refinancing of Indebtedness permitted under Section 6.01(h).

SECTION 6.11Limitation on Certain Restrictions on Subsidiaries.  Except as provided in any Loan Document or the First Lien Loan Documents, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Holdings or any other Subsidiary of Holdings, (b) repay or prepay any Indebtedness owed by such Subsidiary to any Loan Party, (c) make loans or advances to any Loan Party, or (d) transfer any of its property or assets to any Loan Party other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.01(i) that impose restrictions on the property so acquired or subject of such Indebtedness, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (iv) in agreements entered into in the ordinary course of business in accordance with customary industry practice or (v) on net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business in accordance with customary industry practice.  No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any contractual obligations which would prohibit a Designated Subsidiary from being a Loan Party.

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SECTION 6.12Business; Passive Holding Company; MCD Subsidiary.

(a)From and after the Closing Date, engage in any business other than (a) the businesses engaged in by such Person on the Closing Date or any business incidental or reasonably related thereto, and (b) such other lines of business as may be consented to by Required Lenders.

(b)With respect to Holdings, engage in any business activities or have any material properties or liabilities, other than (i) its ownership of the Equity Interests of its Subsidiaries and the making of Investments therein and contributions thereto to the extent permitted under this Agreement, (ii) the payment of dividends and other amounts in respect of its equity interests otherwise permitted under this Agreement, (iii) obligations under the Loan Documents, the First Lien Loan Documents and any other documents governing Indebtedness permitted hereby, (iv) maintenance of its existence (including the ability to incur fees, costs and expenses relating to such maintenance), (v) as expressly contemplated by this Agreement and the other Loan Documents, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and, as applicable, its Subsidiaries,  (viii) the issuance of Equity Interests to the extent permitted under this Agreement, (viii) providing indemnification to officers and directors and (ix) activities and properties incidental to the foregoing.

(c)With respect to the MCD Subsidiary, engage in any business activities or have any material properties or liabilities, other than (i) its ownership of all Multi-Client Data and any activities relating to the licensing thereof, the maintenance, use and enhancement of the Multi-Client Data in the ordinary course of business and the liabilities under the SEI-GPI Agreement, (ii) obligations under the Loan Documents and the First Lien Loan Documents, (iii) maintenance of its existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iv) as expressly contemplated by this Agreement and the other Loan Documents, (v) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (vi) providing indemnification to officers and directors, (vii) Tax liabilities and (viii) activities and properties incidental to the foregoing.

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SECTION 6.13Limitation on Accounting Changes.  Make or permit any material change in accounting policies or reporting practices, except changes that are required by GAAP (including any such changes that are adopted earlier than the date required by GAAP).

SECTION 6.14Fiscal Year.  Change its fiscal year-end to a date other than December 31.

SECTION 6.15No Further Negative Pledge.  Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to any sale or disposition permitted under Section 6.06, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be, (c) any restrictions in agreements entered into in the ordinary course of business in accordance with customary industry practice and (d) the Loan Documents, the First Lien Loan Documents, enter into any agreement prohibiting the creation or assumption of any Lien in favor of the Collateral Agent to secure the Obligations upon any of its properties or assets, whether now owned or hereafter acquired.

SECTION 6.16Sanctions.

(a)Directly or indirectly, (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person or Sanctioned Country, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Sanctions, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, Sanctions (and the Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Loan Parties’ compliance with this Section 6.16).

SECTION 6.17Sanctioned Person.  Cause or permit (a) any of the funds or properties of the Loan Parties that are used to repay the Loans to constitute property of, or be beneficially owned directly or indirectly by, any Sanctioned Person or Sanctioned Country, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by Sanctions, or the Loans made by the Lenders would be in violation of Sanctions, or (b) any Sanctioned Person or Sanctioned Country to have any direct or indirect interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by Sanctions.

SECTION 6.18Deposit Accounts and Securities Accounts; Cash in Foreign Jurisdictions.  (a) Establish or maintain a Deposit Account or a Securities Account in the United States that is not subject to a Control Agreement following the date on which Control Agreements are required to be delivered pursuant to the Security Agreement, or (b) permit the aggregate amount of Cash and Cash Equivalents of any Loan Party or any Subsidiary of any Loan Party maintained outside the United States to exceed the sum of (i) $8,625,000, plus (ii) an amount, as of the end of any calendar month, equal to accounts payable and payroll, in each case, payable by any Foreign Subsidiary within fourteen (14) calendar days after such date of determination plus (iii) an amount equal to any taxes due and payable by Holdings or any Subsidiary directly resulting from the repatriation of cash to the United States made in order to comply with this Section 6.18.

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SECTION 6.19Assets of Non-Loan Parties.  Permit the aggregate book value of assets (other than (a) cash and Cash Equivalents, (b) any prepaid expenses or similar amounts required to be capitalized in accordance with GAAP and (c) any accounts receivable that are invoiced in the ordinary course of business and in a manner consistent with industry practices and not outstanding for more than 60 days from the applicable invoice due date) of all Subsidiaries that are not Loan Parties to exceed, in the aggregate, $11,500,000; provided that not more than $6,900,000 of such assets may be maintained in Brazil.

SECTION 6.20Assets of Global Eurasia.  Permit the aggregate value of property and assets (including but not limited to cash and Cash Equivalents, Real Property or equipment) of Global Eurasia to exceed, in the aggregate, $28,750.

SECTION 6.21Use of Proceeds.  Cause or permit any of the funds of such Loan Party that are used to repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any Requirement of Law.

ARTICLE VII

GUARANTEE

SECTION 7.01The Guarantee.  The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”).  The Guarantors hereby jointly and severally agree that if Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

SECTION 7.02Obligations Unconditional.  The obligations of the Guarantors under Section 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full).  Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

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(i)at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii)any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii)the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv)any Lien or security interest granted to, or in favor of, any Secured Party or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(v)the release of any other Guarantor pursuant to Section 7.09.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against any Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations.  The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Loan Parties and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee.  This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Loan Party or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto.  This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and assigns.

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SECTION 7.03Reinstatement.  The obligations of the Guarantors under this Article VII shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

SECTION 7.04Subrogation; Subordination.  Each Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.  Any Indebtedness of any Loan Party permitted pursuant to Section 6.01(c) or Section 6.01(d) shall be subordinated to such Loan Party’s Secured Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.

SECTION 7.05Remedies.  The Guarantors jointly and severally agree that, as between the Guarantors and the Secured Parties, the obligations of Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.01 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.01) for purposes of Section 7.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 7.01.

SECTION 7.06Instrument for the Payment of Money.  Each Guarantor hereby acknowledges that the guarantee in this Article VII constitutes an instrument for the payment of money, and consents and agrees that any Secured Party or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

SECTION 7.07Continuing Guarantee.  The guarantee in this Article VII is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

SECTION 7.08General Limitation on Guarantee Obligations.  In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 7.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 7.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

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SECTION 7.09Release of Guarantors.  If, in compliance with the terms and provisions of the Loan Documents, the Equity Interests of any Guarantor are sold or otherwise transferred such that such Guarantor no longer constitutes a Subsidiary that would be required to be a Guarantor hereunder (a “Transferred Guarantor”) to a person or persons, none of which is Holdings or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Pledge Agreements shall be automatically released, and, so long as Holdings shall have provided the Agents such certifications or documents as any Agent or the Required Lenders shall reasonably request, the Collateral Agent shall take such actions within 30 days after notice to the Collateral Agent of such transfer, as are reasonably requested by the Borrower, at the Borrower’s expense, to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents, so long as Holdings shall have provided the Agents such certifications or documents as any Agent or the Required Lenders shall reasonably request in order to demonstrate compliance with this Agreement.

SECTION 7.10Right of Contribution.  Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment.  Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 7.04.  The provisions of this Section 7.10 shall in no respect limit the obligations and liabilities of any Guarantor to the Agents and the Secured Parties, and each Guarantor shall remain liable to the Agents and the Secured Parties for the full amount guaranteed by such Guarantor hereunder.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.01Events of Default.  Upon the occurrence and during the continuance of the following events (“Events of Default”):

(a)default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment (whether voluntary or mandatory) thereof or by acceleration thereof or otherwise;

(b)default shall be made in the payment of any interest on any Loan or any Fee or any other amount (other than an amount referred to in paragraph (a) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of three (3) Business Days;

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(c)any representation or warranty made or deemed made in any Loan Document or in connection with any Credit Extension hereunder, or any representation, warranty or certification contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

(d)(i) default shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in Section 5.02, Section 5.03(a), Section 5.08, Section 5.14, Section 5.15(d) or in Article VI (other than Section 6.09(a)) or (ii) default shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in Section 6.09(a) and such default shall continue unremedied for a period of one (1) Business Day;

(e)default shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraphs (a), (b) or (d) immediately above) and such default shall continue unremedied or shall not be waived for a period of 30 days;

(f)any Company shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness (other than the Obligations), when and as the same shall become due and payable beyond any applicable grace period with respect thereto, or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Material Indebtedness if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Material Indebtedness or a trustee or other representative on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Material Indebtedness to become due prior to its stated maturity or become subject to a mandatory offer purchase by the obligor; provided that, in the case of Hedging Obligations, the amount counted for the purpose of this clause (f) shall be the amount payable by all Companies if such Hedging Obligations were terminated at such time; provided, further, that an “Event of Default” under and as defined in the First Lien Credit Agreement (a “First Lien Event Default”) shall constitute an Event of Default under this clause (f) only after a period of sixty (60) days has elapsed and such First Lien Event of Default shall not have been remedied or waived after the earlier of (i) an officer of the Borrower or any Loan Party becoming aware of such First Lien Event of Default and (ii) notice of such First Lien Event of Default from any agent under the First Lien Credit Agreement to the Borrower, or from the Borrower to any such agent; provided, however, that any First Lien Event of Default resulting from a failure to pay any installment of principal of any loan thereunder when due, whether at stated maturity, by acceleration, by mandatory prepayment or otherwise (but not by notice of voluntary prepayment), shall constitute an immediate Event of Default under this clause (f).

(g)an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any Company, or of a substantial part of the property of any Company, under Title 11 of the U.S. Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Company or for a substantial part of the property of any Company; or (iii) the winding-up or liquidation of any Company; and such proceeding or petition shall continue undismissed for 30 days (or, in the case of any foreign proceeding, 60 days) or an order or decree approving or ordering any of the foregoing shall be entered;

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(h)any Company (other than Global Eurasia) shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (g) above; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Company or for a substantial part of the property of any Company; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due; (vii) take any action for the purpose of effecting any of the foregoing; or (viii) except as expressly permitted by Section 6.05, wind up or liquidate; provided, however, that the Colombian Bankruptcy Proceeding shall not constitute an Event of Default under this Section 8.01(h);

(i)one or more judgments, orders or decrees in an individual amount in excess of $1,150,000 or in an aggregate amount in excess of $2,300,000 (to the extent not covered by independent third party insurance as to which the insurer is rated at least “A” by A.M. Best Company and has not denied coverage) shall be rendered against any Company or any combination thereof and the same shall remain undischarged, unvacated or unbonded for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon properties of any Company to enforce any such judgment;

(j)one or more ERISA Events or similar events with respect to Foreign Plans shall have occurred that, (i) in the good faith opinion of the Required Lenders, when taken together with all other such ERISA Events and similar events with respect to Foreign Plans that have occurred, could reasonably be expected to result in a Material Adverse Effect or (ii) result in the imposition of a Lien on any properties of a Company or any of its ERISA Affiliates;

(k)(i) any security interest and Lien purported to be created by any Security Document with respect to any Collateral shall cease to be, or shall be asserted in writing by Holdings or any Loan Party not to be, in full force and effect or (ii) any security interest and Lien purported to be created by any Security Document with respect to any Collateral having a value, individually or in the aggregate, in excess of $115,000, shall cease to be, or shall be asserted in writing by Holdings or any Loan Party not to be, a perfected second priority security interest in and Lien on such Collateral thereunder in favor of the Collateral Agent, in each case all to the extent required pursuant to the terms of the applicable Security Document;

(l)(i) any Loan Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or (ii) a proceeding shall be commenced by (A) any Loan Party or by any Governmental Authority or (B) any other Person, in each case, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), and, solely in the case of a proceeding commenced by any Person referred to in clause (ii)(B) above, such proceeding shall continue undismissed for 45 days or (iii) any Loan Party shall repudiate or deny in writing any portion of its liability or obligation for the Obligations; or

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(m)there shall have occurred a Change in Control; or

(n)(i) Holdings or any of its Subsidiaries is enjoined, restrained or in any way prevented by the order of any court or any Governmental Authority from conducting all or any material part of the business of Borrower or Holdings and its Subsidiaries, taken as a whole, for more than fifteen (15) days; (ii) any other cessation of a substantial part of the business of Holdings or any of its Subsidiaries for a period which materially and adversely affects Borrower or Holdings and its Subsidiaries, taken as a whole or (iii) any material damage to, or loss, theft or destruction of, any Collateral whether or not insured or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which cases, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities of the business of Borrower or Holdings and its Subsidiaries, taken as a whole; or

(o)at any time, no preliminary or permanent injunction or similar decree is in place in the Superintendencia de Sociedades de Bogota (or other court exercising jurisdiction over the Colombian Bankruptcy Proceeding) which prohibits creditors from taking action against Borrower to enforce any obligation that arose prior to March 25, 2014;

then, and in every such event (other than an event with respect to Holdings or Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the direction of the Required Lenders, shall, by notice to Holdings, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Administrative Agent Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Holdings or Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Administrative Agent Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding.

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SECTION 8.02Rescission.  If at any time after termination of the Commitments or acceleration of the maturity of the Loans, Borrower shall pay all arrears of interest and all payments on account of principal of the Loans owing by it that shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified herein) and all Defaults (other than non-payment of principal of and accrued interest on the Loans due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 10.02, then upon the written consent of the Required Lenders and written notice to Holdings, the termination of the Commitments or the acceleration and their consequences may be rescinded and annulled; but such action shall not affect any subsequent Default or impair any right or remedy consequent thereon.  The provisions of the preceding sentence are intended merely to bind the Lenders to a decision that may be made at the election of the Required Lenders, and such provisions are not intended to benefit Borrower and do not give Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

SECTION 8.03Application of Proceeds.  The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows:

(a)First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Administrative Agent, Collateral Agent and their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document and all other amounts owing to the Agents under the Loan Documents, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(b)Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(c)Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations in respect of Loans (other than principal), equally and ratably in accordance with the respective amounts thereof then due and owing;

(d)Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations in respect of Loans and any premium thereon; and

(e)Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct.

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In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (g) of this Section 8.03, the Loan Parties shall remain liable, jointly and severally, for any deficiency.

ARTICLE IX

THE AGENTS

SECTION 9.01Appointment and Authority.  Each of the Lenders hereby irrevocably appoints Wilmington (and any successor Administrative Agent or Collateral Agent appointed as provided herein), to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents to which such Agent is a party, respectively, and authorizes such Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agents by the terms hereof or thereof, together with powers as are reasonably incidental thereto.  Other than as provided in Section 9.07, the provisions of this Article IX are solely for the benefit of Agents and Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof.  It is understood and agreed that the use of the term "agent" herein or in any other Loan Documents (or any other similar term) with reference to each Agent is not intended to connote any fiduciary or other implied (or express) covenants, functions, responsibilities, duties, obligations or liabilities arising under agency doctrine of any applicable Requirement of Law.  Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.  The Lenders hereby direct the Agents to execute the Loan Documents to which the Agents are parties, respectively, on the Closing Date.

SECTION 9.02Powers and Duties.  Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto.  Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Loan Documents.  Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  Each Agent shall not be responsible for the negligence or misconduct of any agents, employees or attorneys-in-fact selected by it with reasonable care.  The exculpatory provisions of this Article IX shall apply to any such agent, employee and attorney-in-fact and to the Affiliates, successors and assigns and their respective officers, partners, directors, trustees, employees, advisors, controlling persons and agents of either Agent and any such agent, employee or attorney-in-fact.  No Agent shall have, by reason hereof or any of the other Loan Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any covenants, functions, responsibilities, duties, obligations or liabilities in respect hereof or any of the other Loan Documents except as expressly set forth herein or therein.

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SECTION 9.03General Immunity.

(a)No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Party to any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing.  Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

(b)No Agent nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders for any action taken or omitted by it or such person under or in connection with any of the Loan Documents except to the extent caused by it or such person’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order.  Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received written direction in respect thereof from Required Lenders (or such other Lenders as may be required to give such direction under Section 10.02) and, upon receipt of such direction from Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so directed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such direction.  Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for the Companies), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so directed) refraining from acting hereunder or any of the other Loan Documents in accordance with the written direction of Required Lenders (or such other Lenders as may be required to give such direction under Section 10.02).  Except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Loan Party that is communicated to or obtained by such Agent or any of its Affiliates in any capacity.  No Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.  Each Agent and its directors, officers, employees, or agents shall not be: (i) except for the safe custody of any physical Collateral in its possession, responsible to any other Secured Party for the state or condition of any properties of the Loan Parties or any other obligor hereunder constituting Collateral for the Obligations or any information contained in the books or records of the Loan Parties or (ii) responsible to any other Secured Party for the validity, creation, maintenance, priority or perfection (including, without limitation, the continuation of such perfection) of any Lien securing or purporting to secure the Obligations or for the value or sufficiency of any of the Collateral.

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(c)No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to Events of Default in the payment of principal, interest and fees required to be paid to such Agent for the account of the Lenders, unless such Agent shall have received written notice from a Lender or the Loan Party referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”  Each Agent will notify the Lenders of its receipt of any such notice.  Each Agent shall take or not take such action with respect to any such Default or Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided, however, that unless and until such Agent has received any such direction, such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.

SECTION 9.04Agents Entitled to Act as Lender.  To the extent any Agent is also a Lender hereunder, the agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder.  With respect to its participation in the Loans, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term "Lender" shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity.  Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with the Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from the Companies for services in connection herewith and otherwise without having to account for the same to the Lenders.  No Agent shall be subject to any fiduciary or other implied duties regardless of whether a Default has occurred and is continuing.

SECTION 9.05Lenders’ Representations, Warranties and Acknowledgment.

(a)Each Lender represents and warrants that (i) no Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by such Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by Administrative Agent to any Lender, and (ii) it has made its own independent investigation of the financial condition and affairs of the Companies in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Companies.  No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders.

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(b)Each undersigned Lender (constituting all the Lenders), by delivering its signature page to this Agreement and funding its Loan on the Closing Date, shall be deemed to have (i) directed each Agent to execute and deliver and (ii) acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be executed, delivered, acknowledged, consented to and approved, by any Agent, Required Lenders or Lenders, as applicable on the Closing Date.  The undersigned Lenders hereby acknowledge and agree that (x) the foregoing directed actions constitute a direction from all the Lenders under Section 9.03 and (y) Section 10.03 and the exculpatory provisions of Article IX shall apply to any and all actions taken or not taken by each Agent in accordance with such direction.

(c)Each Lender (i) represents and warrants that as of the Closing Date, except to the extent expressly consented to by Required Lenders, neither such Lender nor its Affiliates or Related Funds owns or controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party and (ii) covenants and agrees that from and after the Interim Facility Effective Date neither such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Loan Party other than the Obligations or Capital Stock described in clause (i) above without the prior written consent of Required Lenders

SECTION 9.06[Reserved].

SECTION 9.07Successor Administrative Agent and Collateral Agent.

(a)Any Agent may resign at any time by giving thirty (30) days’ (or such shorter period as shall be agreed by the Required Lenders) prior written notice thereof to the Lenders, the Borrower and the other Agent.  Upon receipt of any such notice of resignation, Required Lenders shall have the right to appoint a successor Agent.  If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders), then the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent or Collateral Agent, as applicable, as provided for above.  Upon the acceptance of any appointment as Administrative Agent or Collateral Agent, as applicable, hereunder by a successor Administrative Agent or Collateral Agent, as the case may be, the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents and the successor Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall promptly (i) transfer to such successor Administrative Agent or Collateral Agent, as applicable, all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent or Collateral Agent, as applicable, such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent or Collateral Agent, as applicable, of the security interests created under the Collateral Documents, whereupon such retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, as applicable, the provisions of this Article IX shall inure to its benefit and to the benefit of its officers, directors, employees, agents, attorneys-in-fact and Affiliates as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as applicable, hereunder.

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(b)Notwithstanding anything herein to the contrary, any Agent may assign their rights and duties as Administrative Agent or Collateral Agent, as applicable, hereunder to an Affiliate of Wilmington without the prior written consent of, or prior written notice to, any Company or the Lenders; provided that the Companies and the Lenders may deem and treat such assigning Agent as Administrative Agent or Collateral Agent, as applicable, for all purposes hereof, unless and until such assigning Agent provides written notice to the Borrower and the Lenders of such assignment.  Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent or Collateral Agent, as applicable, hereunder and under the other Loan Documents.

(c)Each Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Loan Document by or through any one or more sub-agents appointed by such Agent.  Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates.  The exculpatory, indemnification and other provisions of Section 9.03, Section 10.03 and of this Section 9.07 shall apply to any of the Affiliates of each Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent or Collateral Agent, as applicable.  All of the rights, benefits and privileges (including the exculpatory and indemnification provisions) of Section 9.03, Section 10.03 and of this Section 9.07 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein.  Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by any Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory and rights to indemnification) and shall have all of the rights, benefits and privileges of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Loan Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent or Collateral Agent, as applicable, and not to any Loan Party, Lender or any other Person and no Loan Party, Lender or any other Person shall have the rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

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SECTION 9.08Collateral Documents and Guarantee.

(a)Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guarantees, the Collateral and the Security Documents.  Subject to Section 10.02, without further written consent or authorization from Lenders, Collateral Agent is authorized to, and at the request of any of the Companies shall, execute any documents or instruments necessary or desirable to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.02) have otherwise consented, pursuant to the previous sentence, or (ii) release any Guarantor from the Guarantees pursuant to Section 7.09 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.02) have otherwise consented.

(b)Anything contained in any of the Loan Documents to the contrary notwithstanding, the Companies, Administrative Agent, Collateral Agent and each Lender hereby agree that (i) neither Administrative Agent nor any Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Collateral Agent, on behalf of Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale or any sale of the Collateral in a case under the Bankruptcy Code, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale.

SECTION 9.09Agency for Perfection.  Each Agent and each Lender hereby appoints each other Agent and each other Lender as agent and bailee for the purpose of perfection the security interests in and liens upon the Collateral in assets which, in accordance with Article 9 of the UCC, can be perfected only by possession or control (or where the security interest of a secured party with possession or control has priority over the security interest of another secured party) and each Agent and each Lender hereby acknowledges that it holds possession of or otherwise controls any such Collateral for the benefit of the Agents and the Lenders as secured party.  Should Administrative Agent or any Lender obtain possession or control of any such Collateral, Administrative Agent or such Lender shall notify Collateral Agent thereof, and, promptly upon Collateral Agent’s request therefore shall deliver such Collateral to Collateral Agent or in accordance with Collateral Agent’s instructions.  In addition, Collateral Agent shall also have the power and authority hereunder to appoint such other sub-agents as may be necessary or required under applicable state law or otherwise to perform its duties and enforce its rights with respect to the Collateral and under the Loan Documents.  Each Loan Party by its execution and delivery of this Agreement hereby consents to the foregoing.

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SECTION 9.10Proofs of Claim.  (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Agents (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether any Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise, at the direction of the Required Lenders:

(i)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and any Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders and any Agent and their respective agents and counsel and all other amounts due Lenders and any Agent) allowed in such judicial proceeding; and

(ii)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to any Agent and, in the event that any Agent shall consent to the making of such payments directly to Lenders, to pay to any Agent any amount due for the reasonable compensation, expenses, disbursements and advances of such Agent and its agents and counsel, and any other amounts due to any Agent.

(b)Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Collateral Agent to vote in respect of the claim of any Lender in any such proceeding.

(c)The provisions of this Section 9.10 shall not bind Holdings or any of its Subsidiaries in any way.

SECTION 9.11Reports and Other Information; Confidentiality; Disclaimers.  By becoming a party to this Agreement, each Lender:

(a)is deemed to have requested that the applicable Agent furnish such Lender or the other Agent, promptly after it becomes available, a copy of each notice, field audit or examination report with respect to any of the Companies (each a “Report” and collectively, “Reports”), if any, prepared by or at the request of an Agent in accordance with the Loan Documents, and such Agent shall so furnish each Lender and Agent with such Report;

(b)expressly agrees and acknowledges that no Agent (i) makes any representation or warranty as to the accuracy of any Report, and (ii) shall be liable for any information contained in any Report;

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(c)expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that any Agent or other party performing any audit or examination will inspect only specific information regarding the Borrower and its Subsidiaries and will rely significantly upon the Borrower’s and its Subsidiaries' books and records, as well as on representations of such Person’s personnel;

(d)agrees to keep all Reports and other material, non-public information regarding the Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.12; and

(e)without limiting the generality of any other indemnification provision contained in this Agreement, agrees:  (i) to hold the applicable Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to the Borrower, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of the Borrower, and (ii) to pay and protect, and indemnify, defend and hold the applicable Agent, and any such other Lender or Agent preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys’ fees and costs) incurred by the applicable Agent and any such other Lender or Agent preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender or Agent.

In addition to the foregoing: (w) any Lender or other Agent may from time to time request of an Agent in writing that such Agent provide to such Lender or other Agent a copy of any report or document provided by the Borrower or its Subsidiaries to such Agent that has not been contemporaneously provided by the Borrower or such Subsidiary to such Lender or other Agent, and, upon receipt of such request, such Agent promptly shall provide a copy of same to such Lender, (x) to the extent that such Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from the Borrower or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request such Agent to exercise such right as specified in such Lender’s or other Agent’s notice to such Agent, whereupon such Agent promptly shall request of the Borrower the additional reports or information reasonably specified by such Lender or other Agent, and, upon receipt thereof from the Borrower or such Subsidiary, such Agent promptly shall provide a copy of same to such Lender or other Agent, (y) any time that Administrative Agent renders to the Borrower a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender, and (z) each Agent shall distribute to each Lender copies of all material notices and agreements received by such Agent and not required to be delivered to each Lender pursuant to the terms of this Agreement, provided that the Agents shall not have any liability to the Lenders for any Agent’s inadvertent failure to distribute any such notices or agreements to the Lenders.

ARTICLE X

MISCELLANEOUS

SECTION 10.01Notices.

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(a)Generally.  Except as provided in paragraph (b) below, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:

(i)	if to any Loan Party, to Holdings at:
	Global Geophysical Services, LLC 13927 S. Gessner Road Missouri City, TX 77489 Attention: Sean M. Gore Chief Financial Officer Telecopier No.: (713) 808-7764 Email: sean.gore@globalgeophysical.com
	with a copy to:
	Baker Botts LLP 910 Louisiana Street Houston, TX 77002 Attention: Joe Poff Telecopier No.: (713) 229-7710 Telephone: (713) 229-1410
(ii)	if to the Administrative Agent or the Collateral Agent, to such Agent at:
	Wilmington Trust, National Association 50 South Sixth Street, Suite 1290 Minneapolis, Minnesota 55402 Attention: Jeffery T. Rose Telecopier No.: (612) 217-5651 Email: jrose@wilmingtontrust.com
	with a copy to:
	Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Attention: Mark R. Somerstein Telecopier No.: (212) 596-9090 Email: mark.somerstein@ropesgray.com
(iii)	if to a Lender, to it at its address (or telecopier number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

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(b)Electronic Communications.  Notices and other communications to the Lenders hereunder may (subject to Section 10.01(d)) be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent, the Collateral Agent or Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it (including as set forth in Section 10.01(d)); provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)Change of Address, etc.  Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.

(d)Posting.  Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing, the issuance, amendment, or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications, collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent at the e-mail address set forth in Section 10.01(a) or at such other e-mail address(es) provided to Borrower from time to time or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require.  In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require.  Nothing in this Section 10.01 shall prejudice the right of the Agents, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.

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To the extent consented to by the Administrative Agent in writing from time to time, Administrative Agent agrees that receipt of the Communications by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents; provided that Holdings upon request shall also deliver to the Administrative Agent an executed original of each Compliance Certificate required to be delivered hereunder.

Each Loan Party further agrees that Administrative Agent may make the Communications available to the Lenders by posting the Communications on IntraLinks or a substantially similar electronic transmission system (the “Platform”).  The Platform is provided “as is” and “as available.” The Agents do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications.  No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent in connection with the Communications or the Platform.  In no event shall the Administrative Agent or any of its Related Parties have any liability to the Loan Parties, any Lender or any other person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of communications through the Internet, except to the extent the liability of such person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such person’s gross negligence or willful misconduct.

SECTION 10.02Waivers; Amendment.

(a)Generally.  No failure or delay by any Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of each Agent, and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by this Section 10.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender may have had notice or knowledge of such Default at the time.  No notice or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances.

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(b)  Required Consents.  Subject to 10.02(c), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be effective if the effect thereof would:

(i)increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the Commitment of any Lender);

(ii)reduce the principal amount or premium, if any, of any Loan or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(b)), or reduce any Administrative Agent Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender (or the Agents, in the case of the Administrative Agent Fees) directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));

(iii)(A) change the scheduled final maturity of any Loan or any scheduled date of payment (or permitted prepayment), or (B) change the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(b)), in any case, without the written consent of each Lender directly affected thereby;

(iv)permit the assignment or delegation by Borrower of any of their rights or obligations under any Loan Document, without the written consent of each Lender;

(v)release all or substantially all of the Guarantors from their Guarantee (except as expressly provided in Article VII), or limit their liability in respect of such Guarantee, without the written consent of each Lender;

(vi)release all or a substantial portion of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender;

(vii)change Section 2.12(b), (c) or (d) or Section 8.03 in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements without the written consent of each Lender directly affected thereby;

(viii)change any provision of this Section 10.02(b) or (c), without the written consent of each Lender directly affected thereby;

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(ix)change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section 10.02) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;

(x)subordinate the Obligations to any other obligation, without the written consent of each Lender;

(xi)[reserved];

(xii)[reserved];

(xiii)change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof or any other Loan Document as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent; or

(xiv)change the definition of “Secured Obligations” without the written consent of each Secured Party directly affected thereby.

Notwithstanding anything contained herein to the contrary, the Required Lenders may permit priming Indebtedness of up to $10,000,000 that may take the form of Indebtedness for borrowed money either (a) under this Agreement as additional Loans or (b) pursuant to a separate agreement (and may agree to modifications to this Agreement to permit such additional Indebtedness, including through modifications of Section 6.01 and Section 6.02).

(c)Collateral.  Without the consent of any other person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of Law or to effect the release of any Collateral upon disposition thereof by the applicable Loan Party or Loan Parties to the extent the disposition thereof is not prohibited by the Loan Documents.  In addition, the Lenders irrevocably authorize the Agents (and the Agents may agree) upon the request of the Borrower to subordinate any Lien on any property granted to or held by either Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.01(o).

SECTION 10.03Expenses; Indemnity; Damage Waiver.

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(a)Costs and Expenses.  Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Lenders, and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of (A) one counsel for the Administrative Agent, (B) one counsel for the Collateral Agent; provided, that to the extent the Administrative Agent and the Collateral Agent are the same Person, Borrower shall only be required to pay for one counsel to the Administrative Agent and the Collateral Agent collectively, (C) one counsel to the Lenders and (D) one additional local counsel in each applicable jurisdiction) in connection with the syndication of the credit facilities provided for herein (including the obtaining and maintaining of CUSIP numbers for the Loans), the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including in connection with post-closing searches to confirm that security filings and recordations have been properly made, (ii) all reasonable out-of-pocket expenses incurred by any Agent or any Lender (including the reasonable and documented fees, charges and disbursements of (A) one counsel for the Administrative Agent, (B) one counsel for the Collateral Agent; provided, that to the extent the Administrative Agent and the Collateral Agent are the same Person, Borrower shall only be required to pay for one counsel to the Administrative Agent and the Collateral Agent collectively, (C) one counsel for the Lenders (and, in the event of a conflict of interest between any Lenders, one additional counsel for each affected Lender) and (D) one additional local counsel in each applicable jurisdiction), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.03, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and (iii) all documentary and similar taxes and charges in respect of the Loan Documents.

(b)Indemnification.  Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all fees, losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Company at any time, or any Environmental Claim related in any way to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party or by any other person, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.  This Section 10.03(b) shall not apply to Taxes other than Taxes that represent losses, claims, damages, etc. arising from a non-Tax claim.

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(c)Reimbursement by Lenders.  To the extent that any Loan Party for any reason fails to indefeasibly pay any amount required under Section 2.05 or paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (such indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the Collateral Agent (or any sub-agent thereof) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the Collateral Agent (or any sub-agent thereof) in connection with such capacity.  The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12.

(d)Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable Requirements of Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.  No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent any such damages incurred by a Loan Party are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(e)Payments.  All amounts due under this Section 10.03 shall be payable not later than ten (10) Business Days after demand therefor.

(f)Each party’s obligations under this Section 10.03 shall survive the resignation or replacement of either Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

SECTION 10.04Successors and Assigns.

(a)Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b)Assignments by Lenders.

(i)Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of Borrower; provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and

(ii)Assignments shall be subject to the following additional conditions:

(A)except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Loans, the amount of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless Borrower otherwise consents (such consent not to be unreasonably withheld or delayed); provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing;

(B)each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(C)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders, and such forms or certificates with respect to United States federal income tax withholding matters as the assignee under such Assignment and Assumption may be required to deliver to Administrative Agent pursuant to Section 2.13(e); and

(D)the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Borrower and their respective affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

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Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.11, 2.14, 2.13 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section 10.04.

(c)Register.  The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of Borrower, shall maintain at the Administrative Agent’s office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, absent manifest error, and Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by Borrower, the Administrative Agent and its affiliates and, with respect to its own position, any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations.  Any Lender may at any time, without the consent of, or notice to, Borrower or the Administrative Agent, sell participations to any person (other than a natural person or Holdings or any of Holdings’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, the Agents and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or (iii) of the first proviso to Section 10.02(b) that affects such Participant.  Subject to paragraph (e) of this Section 10.04, Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.11 and 2.13 (subject to the requirements and limitations of those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04; provided that such Participant agrees to be subject to the provisions of this Section 10.04 as if it were an assignee under paragraph (b) of this Section. Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.14(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender. In addition, each Lender selling a participation to one or more Participants under this Section 10.4(d) (i) shall, acting as a non-fiduciary agent of Borrower, keep a register, specifying each such Participant’s entitlement to payments of principal and stated interest with respect to such participation (the “Participant Register”), and (ii) shall collect from each such Participant the appropriate forms, certificates and statements described in Section 2.13 as if such Participant were a Lender under Section 2.13(e). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person except to the extent such disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.

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(e)Limitations on Participant Rights.  A Participant shall not be entitled to receive any greater payment under Sections 2.11 and 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower’s prior written consent, not to be unreasonably withheld or delayed.

(f)Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.  In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

(g)Electronic Execution of Assignments.  The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Requirement of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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SECTION 10.05Survival of Agreement.  All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated.  The provisions of Sections 2.11, 2.12, 2.13, 10.03, 10.08 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any provision hereof; provided, however, that Section 10.12 shall survive and remain in full force and effect until the date that is one year following the repayment of the Loans or the termination of this Agreement.

SECTION 10.06Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Agents, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Subject to satisfaction of the conditions precedent referred to in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.07Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 10.08Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of Borrower or any other Loan Party against any and all of the obligations of Borrower or such Loan Party now or

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hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender and their respective Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have.  Each Lender agrees to notify Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 10.09Governing Law; Jurisdiction; Consent to Service of Process.

(a)Governing Law.  This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

(b)Submission to Jurisdiction.  Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or any other Loan Document shall affect any right that any Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c)Waiver of Venue.  Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 10.09(b).  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Service of Process.  Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopier) in Section 10.01.  Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable Requirements of Law.

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SECTION 10.10Waiver of Jury Trial.  Each party hereto hereby waives, to the fullest extent permitted by applicable Requirements of Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby (whether based on contract, tort or any other theory).  Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 10.10.

SECTION 10.11Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 10.12Treatment of Certain Information; Confidentiality.

(a)Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information (other than Operations Information) may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority or regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 10.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and their obligations or (iii) any rating agency for the purpose of obtaining a credit rating applicable to any Lender, (g) with the consent of Holdings or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.12 or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower.  For purposes of this Section 10.12, “Information” means all information received from Holdings or any of its Subsidiaries relating to Holdings or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Holdings or any of its Subsidiaries.  Any person required to maintain the confidentiality of Information as provided in this Section 10.12 shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information.

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(b)For purposes of this Section 10.12, “Operations Information” means all information provided by Holdings or any of its Subsidiaries disclosing:  (i) prospective or proposed seismic contracts for development or acquisition of data, (ii) business prospects for Holdings or any of its Subsidiaries, (iii) location of ground crews and equipment used in connection with contracts for the acquisition of seismic data and (iv) terms within contracts with customers that are subject to their own confidentiality provisions.  The obligation of Holdings or any of its Subsidiaries under this Agreement to disclose Operations Information to the Agents and the Lenders will be satisfied by such Person providing to the Administrative Agent copies of such portions of the Operations Information as it has agreed herein to provide, against the execution and delivery by the Administrative Agent to the Borrower of a nondisclosure agreement reasonably satisfactory in form and substance to the Borrower.  The delivery of Operations Information by the Administrative Agent to any other Agent or the Lenders shall only be permitted to the extent (i) such Agent or Lender has executed and delivered to the Borrower and the Administrative Agent a nondisclosure agreement reasonably satisfactory in form and substance to the Borrower, (ii) to the extent requested by any Governmental Authority or regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process or (iv) to the extent such Operations Information (A) becomes publicly available other than as a result of a breach of this Section 10.12 or (B) becomes available to any Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower.

SECTION 10.13USA PATRIOT Act Notice.  Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record information that identifies Borrower, which information includes the name, address and tax identification number of Borrower and other information regarding Borrower that will allow such Lender or the Administrative Agent, as applicable, to identify Borrower in accordance with the Patriot Act.  This notice is given in accordance with the requirements of the Patriot Act and is effective as to the Lenders and the Administrative Agent.

SECTION 10.14Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Requirements of Law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Requirements of Law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 10.14 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

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SECTION 10.15Obligations Absolute.  To the fullest extent permitted by applicable Requirements of Law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:

(a)any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

(b)any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party;

(c)any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;

(d)any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Obligations;

(e)any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document; or

(f)any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Loan Parties.

SECTION 10.16No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower acknowledge and agree that: (a) (i) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between Borrower and its Affiliates, on the one hand, and the Lenders, on the other hand, (i) Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate, and (iii) Borrower is capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Borrower or any of its Affiliates, or any other person and (ii) no Lender has any obligation to Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower and its Affiliates, and no Lender has any obligation to disclose any of such interests to Borrower or its Affiliates.  To the fullest extent permitted by law, Borrower hereby waives and releases any claims that it may have against each of the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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SECTION 10.17Intercreditor Agreement.  Each Lender hereunder (a) acknowledges that it has received a copy of the Intercreditor Agreement, (b) consents to the subordination of Liens provided for in the Intercreditor Agreement, (c) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement as Collateral Agent and on behalf of such Lender.  The foregoing provisions are intended as an inducement to the lenders under the First Lien Credit Agreement to extend credit to the Borrower and the other First Lien Secured Parties (as defined in the Intercreditor Agreement) to extend credit and make other financial accommodations and such First Lien Secured Parties are intended third-party beneficiaries of such provisions. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement, the provisions of the Intercreditor Agreement shall control.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

GLOBAL GEOPHYSICAL SERVICES, LLC,

as Holdings

By:

Name:

Title:

GLOBAL GEOPHYSICAL SERVICES, INC.,

as Borrower

By:

Name:

Title:

AUTOSEIS, INC.,

as Guarantor

By:

Name:

Title:

ACCRETE MONITORING, INC.,

as Guarantor

By:

Name:

Title:

GLOBAL GEOPHYSICAL EAME, INC.,

as Guarantor

By:

Name:

Title:

GGS INTERNATIONAL HOLDINGS, INC.,

as Guarantor

By:

Name:

Title:

i

AUTOSEIS DEVELOPMENT COMPANY,

as Guarantor

By:

Name:

Title:

ii

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Administrative Agent and Collateral Agent

By:

Name:

Title:

iii

[_________________],

as a Lender

By:

Name:

Title:

iv