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 Act of 1934

Date of Report (date of earliest event reported):  February 17, 2009 (February 11, 2009)

GEOKINETICS INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 001-33460 (Commission File Number) 94-1690082 (I.R.S. Employer Identification Number)

1500 CityWest Blvd., Suite 800

Houston, Texas 77042

 (Address of principal executive offices)

(713) 850-7600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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

 oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Form 8-k 2-17-09

ITEM 1.01                                Entry into a Material Definitive Agreement

Sixth Amendment to Second Amended and Restated Revolving Credit and Security Agreement

Geokinetics Inc., a Delaware corporation (the “Company”) and its principal subsidiaries entered into the Sixth Amendment to Second Amended and Restated Credit and Security Agreement (the “PNC Loan Agreement”) dated February 11, 2009, with PNC Bank, National Association (“PNC”) to among other things, increase the Company’s borrowing base that can come from eligible fixed assets to $55.0 million, up from the original $45.0 million and deferred any reductions to this new amount until June 30, 2009, at which time, the amount of the borrowing base that can come from eligible fixed assets will be reduced by $0.9 million per month until maturity.

The foregoing description is a summary of the material terms of the PNC Loan Agreement, does not purport to be complete, and is qualified in its entirety by reference to the PNC Loan Agreement, a copy of which is attached to this Form 8-K as Exhibit 10.1.  The press release is attached hereto as exhibit 99.1, the contents of which are furnished in its entirety.

ITEM 5.03                               Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Amendment of Amended Certificate of Designation of Senior Convertible Preferred Stock

On February 16, 2009, the Company amended its Certificate of Incorporation by filing with the Secretary of State of the State of Delaware a Second Amended Certificate of Designation of Series B Senior Convertible Preferred Stock (the "Second Amended Certificate"), a copy of which is included as an exhibit to this report and is incorporated by reference into this Item 5.03. The Second Amended Certificate amends that certain Amended Certificate of Designation of Series B Senior Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on July 28, 2008 (and incorporated by reference from Exhibit 4.1 to Form 8-K filed on July 30, 2008 (file no. 001-33460)), the primary effect of such amendment being to place restrictions on the conversion and voting rights of the holders of the Series B-2 Senior Convertible Preferred Stock of the Company, par value $10.00 per share. These restrictions were adopted to conform with certain American Stock Exchange listing provisions and are included within Sections (1)(d)(vii), (1)(f)(i) and (1)(f)(iii) of the Second Amended Certificate.

The foregoing description is a summary of the material terms of the Second Amended Certificate, does not purport to be complete, and is qualified in its entirety by reference to the Second Amended Certificate, a copy of which is attached to this Form 8-K as Exhibit 3.1.

ITEM 9.01                                Financial Statements and Exhibits

(d)     Exhibits

The following exhibits are filed as part of this report:

     3.1       Second Amended Certificate of Designation of Series B Senior Convertible Preferred Stockof Geokinetics Inc.

10.1     Sixth Amendment to Second Amended and Restated Revolving Credit and Security Agreement dated February 11, 2009, by and among PNC Bank, National Association, Geokinetics Inc. and its principal subsidiaries.

     99.1     Press Release dated February 17, 2009.

Form 8-k 2-17-09

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 thereunto duly authorized.

GEOKINETICS INC.

Date:   February 17, 2009	By:	/s/ Scott A. McCurdy
		Scott A. McCurdy, Vice President and Chief Financial Officer

Form 8-k 2-17-09

EXHIBIT INDEX

Exhibit No.	Description
3.1	Second Amended Certificate of Designation of Series B Senior Convertible Preferred Stock of Geokinetics Inc.
10.1	Sixth Amendment to Second Amended and Restated Revolving Credit and Security Agreement dated February 11, 2009, by and among PNC Bank, National Association, Geokinetics Inc. and its principal subsidiaries.

EX-3.1

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SECOND AMENDED

CERTIFICATE OF DESIGNATION OF

SERIES B SENIOR CONVERTIBLE PREFERRED STOCK

OF

GEOKINETICS INC.

PURSUANT TO SECTION 151(g) OF THE

GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

Geokinetics Inc (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies that:

ONE:                      The Certificate of Designation of Series B Senior Convertible Preferred Stock of the Corporation was filed with the Secretary of State of the State of Delaware on September 8, 2006.

TWO:                    The Certificate of Designation of Series B Senior Convertible Preferred Stock of the Corporation was amended by that certain Amended Certificate of Designation of Series B Senior Convertible Preferred Stock of the Corporation, filed with the Secretary of State of the State of Delaware on July 28, 2008 and which provided that: (i) the Series B Senior Convertible Preferred Stock of the Corporation be designated Series B-1 Senior Convertible Preferred Stock (the “Series B-1 Preferred Stock”) and (ii) a new series of preferred stock of the Corporation, par value $10.00 per share, be created out of the authorized but unissued shares of capital stock of the Corporation and be authorized to be issued, with such series to be designated Series B-2 Senior Convertible Preferred Stock (the “Series B-2 Preferred Stock”), and consist of 350,000 shares, par value $10.00 per share, of which the powers, preferences and relative, participating, optional and other rights, and the qualifications, limitations, and restrictions of the Series B-1 Preferred Stock and the Series B-2 Preferred Stock (collectively, (the “Series B Preferred Stock”), shall be, in addition to those set forth in the Corporation’s Certificate of Incorporation, all in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, as set forth therein.

THREE:                  Pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by Article FOURTH of the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”), the Board of Directors for the Corporation, by unanimous consent dated February 16, 2009, duly adopted a resolution providing that the Amended Certificate of Designation of Series B Senior Convertible Preferred Stock of the Corporation be amended in its entirety, effective as of July 28, 2008, as follows:

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(1) Series B Preferred Stock.

(a)Dividends.

(i)The holders of Series B Preferred Stock, prior and in preference to any declaration or payment of any dividend on any class or series of capital stock of this Corporation, shall be entitled to receive cumulative dividends at the applicable Dividend Rate (as defined below).  For purposes of this Section 1(a)(i), “Dividend Rate” shall mean 8.0% per annum, compounded quarterly, of the Original Issue Price (defined in Section 1(b)(i) below) for each share of Series B Preferred Stock.  At the option of the Corporation, dividends payable on shares of (A) Series B-1 Preferred Stock on any quarterly dividend payment date through and including October 31, 2011, may be paid in additional shares of Series B-1 Preferred Stock, instead of cash or (B) Series B-2 Preferred Stock on any quarterly dividend payment date through and including October 31, 2011, may be paid in additional shares of Series B-2 Preferred Stock, instead of cash.  The value of each share of Series B Preferred Stock paid in lieu of cash shall be equal to the Original Issue Price.  After October 31, 2011, all dividends shall be paid in cash when, and if declared. All unpaid dividends on Series B Preferred Stock shall be cumulative and shall accrue, compounding annually, regardless of whether or not the Corporation shall have funds legally available for the payment of such dividends.

(ii)After payment of the dividends provided for in Section 1(a)(i), any additional dividends or distributions shall be distributed among all holders of Common Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock and other preferred securities, which are convertible into shares of Common Stock, in proportion to the number of shares of Common Stock that would be held by each such holder if all shares of Series B-1 Preferred Stock, Series B-2 Preferred Stock and other preferred securities were converted to Common Stock at the then-effective conversion rate.

(b)Liquidation Preference.

(i)The holders of Series B Preferred Stock, in the event of any Liquidation Event (as defined below), either voluntary or involuntary, shall be entitled to receive, prior and in preference to the distribution of any proceeds of such Liquidation Event (the “Proceeds”) to the holders of Common Stock and other preferred securities (but pari passu to any other holder of Series B Preferred Stock), an amount per share (the “Liquidation Preference Amount”) equal to (A) the sum of the Original Issue Price (as defined below) for the Series B Preferred Stock, plus (B) any accrued but unpaid dividends, which have been accrued to the date of payment. In case the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding shares of Series B Preferred Stock of the full preferential amount to which the holders of such shares are entitled, then such net assets shall be distributed ratably upon outstanding shares of Series B Preferred Stock in proportion to the full preferential amount to which each such share is entitled. For purposes hereof, “Original Issue Price” shall mean $250.00 per share for each share of Series B Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to the Series B Preferred Stock).

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(ii)After the payment of the Liquidation Preference Amount with respect to each share of Series B Preferred Stock, the holders of Series B Preferred Stock will have the right following a Liquidation Event to receive an additional distribution for each share of Series B Preferred Stock equal to the excess, if any, of (i) the aggregate amount distributable with respect to each share of Common Stock following the Liquidation Event multiplied times the number of shares of Common Stock into which each share of Series B Preferred Stock is convertible at the conversion rate effective at the time of the Liquidation Event over (ii) the Liquidation Preference Amount.  As a result, the total amount distributed with respect to each share of Series B Preferred Stock following a Liquidation Event will be not less than the amount determined as if all shares of Series B Preferred Stock had been converted to Common Stock at the conversion rate applicable at the time of the Liquidation Event.  In view of this additional distribution right, the Corporation and the holders of the Series B Preferred Stock expect that the Series B Preferred Stock will not be treated as "preferred stock" for federal income tax purposes under Treasury Regulation § 1.305-5(a).

(iii)For purposes of this Section 1(b), a “Liquidation Event” shall include (A) the sale, transfer or other disposition of all or substantially all of the Corporation’s assets, (B) the merger or consolidation of the Corporation with or into another entity (except a merger or consolidation in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of the Corporation or the surviving or acquiring entity), (C) the transfer (whether by merger, consolidation, exchange, reorganization or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than Avista Capital Partners, L.P. and its affiliates), of the Corporation’s equity securities if, after such transfer, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of the Corporation (or the surviving or acquiring entity) or (D) a liquidation, dissolution or winding up of the Corporation; provided, however, that a transaction shall not constitute a Liquidation Event if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately prior to such transaction. The treatment of any particular transaction or series of related transactions as a Liquidation Event hereunder may be waived by the vote or written consent of the holders of a majority of the outstanding Series B Preferred Stock (voting on an as converted basis).

(iv)In any Liquidation Event, if Proceeds received by the Corporation or its stockholders are other than cash, their value will be deemed their fair market value. The determination of such fair market value shall be made by the Board of Directors of the Corporation or as otherwise may be set forth in the definitive agreements governing such Liquidation Event.

(c)Redemption Rights.

(i)If, at any time after March 31, 2014, the holders of not less than a majority of the shares of Series B-1 Preferred Stock then outstanding deliver written notice to the Corporation of such holders’ desire to have the Series B-1 Preferred Stock redeemed, all outstanding shares of Series B-1 Preferred Stock, if not previously converted pursuant to Section 1(d), shall be redeemed by the Corporation on a date which is not more than 90 days after the date on which such written notice was given to the Corporation by the holders of the Series B-1 Preferred Stock.  If, at any time after March 31, 2014, the holders of not less than a majority of the shares of Series B-2 Preferred Stock then outstanding deliver written notice to the Corporation of such holders’ desire to have the Series B-2 Preferred Stock redeemed, all outstanding shares of Series B-2 Preferred Stock, if not previously converted pursuant to Section 1(d), shall be redeemed by the Corporation on a date which is not more than 90 days after the date on which such written notice was given to the Corporation by the holders of the Series B-2 Preferred Stock. Each share of Series B Preferred Stock to be redeemed hereunder shall be redeemed by payment by the Corporation in cash of the Redemption Price (as defined below). For purposes hereof, the term “Redemption Price” shall mean, with respect to each share of Series B Preferred Stock, an amount equal to the Liquidation Preference Amount.

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(ii)Any redemption pursuant to Sections 1(c)(i) above shall be preceded by written notice from the Corporation to each holder of Series B-1 Preferred Stock or Series B-2 Preferred Stock, as the case may be, stating the date fixed for redemption, the Redemption Price and the place at which holders of Series B-1 Preferred Stock or Series B-2 Preferred Stock, as the case may be, may obtain payment of the Redemption Price upon surrender of their respective stock certificates.

(iii)All shares of Series B Preferred Stock redeemed, otherwise acquired or returned (as a result of conversion or otherwise) by the Corporation shall immediately be canceled and shall not be reissued.

(d)Conversion. The holders of the Series B Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

(i)Right to Convert. Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Liquidation Preference Amount for the Series B Preferred Stock by the applicable Conversion Price (as defined below) for the Series B Preferred Stock (the conversion rate for Series B Preferred Stock into Common Stock is referred to herein as the “Conversion Rate”), determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. The “Conversion Price” per share for Series B Preferred Stock shall initially be $25.00 (which amount takes into account the 1-for-10 stock split of the Corporation effective as of November 3, 2006); provided, however, that the Conversion Price for the Series B Preferred Stock shall be subject to adjustment as set forth in subsection 1(e)(iv).

(ii)Corporation Conversion Election. At the election of the Corporation, each share of Series B Preferred Stock shall be converted into shares of Common Stock at the Conversion Rate at the time in effect for Series B Preferred Stock immediately upon the Corporation’s sale of its Common Stock in an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the offer and sale of Common Stock (A) at a price per share yielding net proceeds to the Corporation of not less than $35.00 (as adjusted for any stock splits, stock dividends, combinations, subdivisions or the like), (B) which results in net proceeds to the Corporation and the selling stockholders, if any, of not less than $75,000,000, and (C) after which the Common Stock is listed on the NYSE, AMEX or the NASDAQ National Market (a “Qualified Public Offering”).

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(iii)Mechanics of Conversion. Before any holder of Series B Preferred Stock shall be entitled to voluntarily convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Series B Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the persons entitled to receive the Common Stock upon conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock until immediately prior to the closing of such sale of securities. If the conversion is in connection with automatic conversion provisions of subsection 1(d)(ii) above, such conversion shall be deemed to have been made on the conversion date described in the stockholder consent approving such conversion, and the persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Common Stock as of such date.

(iv)Conversion Price Adjustments of Series B Preferred Stock for Certain Dilutive Issuances, Splits and Combinations. The Conversion Price of the Series B Preferred Stock shall be subject to adjustment from time to time as follows:

(A)Conversion Price Adjustments.

1.If the Corporation shall issue, on or after the date upon which this Amended Certificate of Designation is accepted for filing by the Secretary of State of the State of Delaware (the “Filing Date”), any Additional Stock (as defined below) for a consideration per share less than the Conversion Price applicable to the Series B Preferred Stock in effect immediately prior to the issuance of such Additional Stock, and if the aggregate dollar amount of all previous issuances of Additional Stock since the Filing Date is less than $50,000,000 (determined by aggregating all previous issuances of Additional Stock made after the Filing Date) the Conversion Price for the Series B Preferred Stock in effect immediately prior to each such issuance shall forthwith be adjusted to a price equal to the per share consideration paid or given for such Additional Stock; provided, however, if the Corporation shall issue, on or after the Filing Date, any Additional Stock after the aggregate amount of previous issuances made after the Filing Date are in excess of $50,000,000 (determined by aggregating all previous issuances of Additional Stock made after the Filing Date) for a consideration per share less than the Conversion Price applicable to the Series B Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for the Series B Preferred Stock in effect immediately prior to each such issuance shall forthwith be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock Outstanding (as defined below) immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price; and the denominator of which shall be the number of shares of Common Stock Outstanding (as defined below) immediately prior to such issuance plus the number of shares of such Additional Stock.  For purposes of this Section 1(d)(iv)(A), the term “Common Stock Outstanding” shall mean and include the following: (1) outstanding Common Stock, (2) Common Stock issuable upon exercise of outstanding stock options, (3) Common Stock issuable upon exercise of outstanding warrants to purchase Common Stock, (4) Common Stock issuable upon conversion of the Series B Preferred Stock, and (5) Common Stock issuable upon the conversion of any other series or class of equity securities issued after the date hereof which is convertible into shares of Common Stock.  Shares described in (1) through (3) above shall be included whether vested or unvested, whether contingent or non-contingent and whether exercisable or not yet exercisable.

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2.No adjustment of the Conversion Price for the Series B Preferred Stock shall be made in an amount less than one cent per share, provided that any adjustments that are not required to be made by reason of this sentence shall be carried forward and shall be either taken into account in any subsequent adjustment made prior to three (3) years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of three (3) years from the date of the event giving rise to the adjustment being carried forward. Except to the limited extent provided for in subsections 1(d)(iv)(A)(5)(c) and (5)(d), no adjustment of such Conversion Price pursuant to this subsection 1(d)(iv) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

3.In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefore before deducting any reasonable discounts, commission or other expenses allowed, paid or incurred by this corporation for any underwriting or otherwise in connection with the issuance and sale thereof.

4.In the case of the issuance of the Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market thereof as determined by the Board of Directors irrespective of any accounting treatment.

5.In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for purposes of determining the number of shares of Additional Stock issued and the consideration paid therefor:

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    a.The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections 1(d)(iv)(A)(3) and (d)(iv)(A)(4)), if any, received by the Corporation upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.

b.The aggregate maximum number of shares of Common Stock deliverable upon conversion or, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Corporation (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections 1(d)(iv)(A)(3) and 1(d)(iv)(A)(4).

c.In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable shares, the Conversion Price of the Series B Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

d.The number of shares of Additional Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 1(d)(iv)(A)(5)(a) and (b) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 1(d)(iv)(A)(5)(a) or (b).

(B)“Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 1(d)(iv)(A)(5)) by the Corporation on or after the Filing Date other than:

1.Shares of Common Stock issued to employees, directors, officers, consultants and other service providers for the primary purpose of soliciting or retaining their services pursuant to plans or agreements approved by this corporation’s Board of Directors;

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2.Common Stock issued pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the Filing Date;

3.Common Stock or other securities convertible into shares of Common Stock that are issued with the approval of the holders of not less than a majority of the then-outstanding shares of Series B-1 Preferred Stock and a majority of the then-outstanding shares of Series B-2 Preferred Stock; and

4.Common Stock issued pursuant to the conversion of the Series B Preferred Stock.

(v)In the event the Corporation should at any time or from time to time after the Filing Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of the Series B Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents.

If the number of shares of Common Stock outstanding at any time after the Filing Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price for the Series B Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.

(vi)Reservation of Common Stock. The Corporation shall reserve and keep available out of its authorized but unissued Common Stock that number of shares of Common Stock as shall from time to time be sufficient to effect the full conversion of all outstanding shares of Series B Preferred Stock.

(vii) Restrictions on Conversion of Series B-2 Preferred Stock. Notwithstanding the foregoing provisions of this Section 1(d), pursuant to Section 713 of the NYSE Alternext US LLC Company Guide of the American Stock Exchange, as amended, without the prior approval of the holders of a majority of the then outstanding shares entitled to vote, shares of Series B-2 Preferred Stock shall not be convertible or converted into greater than 19.9% of the number of shares of outstanding Common Stock of the Corporation as of the date of issuance of shares of the Series B-2 Preferred Stock (the “Series B-2 Preferred Stock Cap”).  For example, if on July 28, 2008, 10,398,084 shares of Common Stock of the Corporation were outstanding, then holders of shares of the Series B-2 Preferred Stock shall not be entitled to convert their shares of Series B-2 Preferred Stock into greater than 2,069,218 shares of Common Stock of the Corporation.

(e)           Election and Removal of Directors by Series B Preferred Stock.  Subject to Section 1(f)(ii), the holders of record of the shares of Series B Preferred Stock, exclusively, shall be entitled to nominate and elect one (1) director of the Corporation (the “Series B Director”).  At each regularly scheduled meeting of the Corporation's stockholders which is called for the purpose of electing members of the Board of Directors, the presence in person or by proxy of the holders of a majority of the shares of Series B Preferred Stock then outstanding shall constitute a quorum of the Series B Preferred Stock for the purpose of electing the director by holders of the Series B Preferred Stock.  A vacancy in said directorship filled by the holders of Series B Preferred Stock shall be filled only by vote or written consent in lieu of a meeting of the holders of the Series B Preferred Stock.  The Series B Director may be removed, with our without cause, by the holders of Series B Preferred Stock in the same manner as such director may be elected hereunder.

(f)           Voting Rights.

    (i)Except as otherwise expressly provided herein or as required by law, the holders of Series B Preferred Stock shall be entitled to vote on all matters upon which holders of Common Stock have the right to vote and, with respect to such right to vote, shall be entitled to notice of any stockholders’ meeting in accordance with the Corporation’s Bylaws, and shall be entitled to a number of votes equal to the number of shares of Common Stock into which such shares of Series B Preferred Stock could then be converted, at the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited. Notwithstanding the foregoing provisions of this Section 1(f)(i), pursuant to Section 122 of the NYSE Alternext US LLC Company Guide of the American Stock Exchange, as amended, holders of shares of the Series B-2 Preferred Stock shall not be entitled to more than 1,864,512 votes (the “Series B-2 Voting Cap”), in the aggregate, when voting upon any corporate action or issuance in which such holders may be entitled to vote.  If the Corporation shall effect a subdivision or consolidation of the shares of Common Stock, then (x) in the event of an increase in the number of outstanding shares of Common Stock, the Series B-2 Voting Cap shall be proportionately increased, and (y) in the event of a reduction in the number of outstanding shares of Common Stock, the Series B-2 Voting Cap shall be proportionately reduced.  In the event that, at any date, the shares of Series B-2 Preferred Stock could then be converted into more shares than the Series B-2 Voting Cap then in effect, each holder of shares of Series B-2 Preferred Stock shall be entitled to a number of votes equal to such holder’s percentage ownership of all Series B-2 Preferred Stock then outstanding, multiplied by 1,864,512; and the product of such multiplication, if not a whole number, shall be rounded down to the next smallest whole number.  Except as otherwise expressly provided herein, or to the extent class or series voting is otherwise required by law or agreement, the holders of Series B Preferred Stock or Common Stock shall vote together as a single class and not as separate classes.

(ii)So long as at least 125,000 shares of Series B Preferred Stock remain outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent, as provided by law) of not less than a majority of the then-outstanding shares of the Series B Preferred Stock, as determined on a fully diluted and as-converted basis:

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     (A)Amend the Corporation’s Certificate of Incorporation or Bylaws in any material respect (other than an amendment to change the name of the Corporation);

(B)Declare or pay any dividend or other distribution upon the Corporation’s capital stock (except dividends payable solely in shares of Common Stock), or purchase, redeem, or otherwise acquire any shares of the Corporation’s capital stock, except for repurchases, at cost, of shares of the capital stock of the Corporation (pursuant to rights held by the Corporation as of the Filing Date) held by the Corporation’s consultants, directors, officers or employees;

(C)Sell, lease, assign, transfer or otherwise convey or otherwise dispose of all or substantially all of the assets of the Corporation or any of its subsidiaries, or effect any consolidation, merger or reorganization involving the Corporation or any of its subsidiaries, or effect any transaction or series of related transactions in which the Corporation’s stockholders immediately prior to such transaction or transactions own immediately after such transaction or transactions less than 50% of the voting securities of the surviving corporation or entity (or its parent);

(D)Reclassify, reorganize or recapitalize the Corporation’s outstanding capital stock;

(E)Create or issue any class or series of stock or other security of the Corporation on parity with or having preference over the Series B Preferred Stock or increase the authorized number of shares of the Series B Preferred Stock;

(F)Effect any transaction with the management, related parties or other affiliates of the Corporation, or extend or waive the terms of any such existing transactions, other than (1) issuances of options, warrants or Common Stock pursuant to an equity incentive plan or similar arrangement approved by the Board of Directors or (2) any other transaction with management, related parties or affiliates of the Corporation on terms approved by a majority of the members of the Board of Directors who are not, either directly or indirectly, a party to such transaction; and

(G)Increase or decrease the number of directors on the Board of Directors of the Corporation.

(iii)The Corporation shall not, without obtaining the approval (by vote or written consent, as provided by law) of holders of not less than a majority of the then outstanding shares of Series B-2 Preferred Stock, take any action, or engage in or enter into, any transaction which would have the effect of subjecting the holders of the Series B-2 Preferred Stock to the Series B-2 Preferred Stock Cap.

(g)Financial Statements, Reports, etc.  The Corporation shall furnish to each to each holder of the Series B Preferred Stock:

ex3-1

     (i)within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Corporation and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such persons during such year, together with comparative figures for the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with United States generally accepted accounting principles (“GAAP”), all audited by UHY, LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Corporation and its consolidated subsidiaries on a consolidated basis in accordance with GAAP;

(ii)within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Corporation and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such persons during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its chief executive officer, chief financial officer, any vice president, principal accounting officer, treasurer, assistant treasurer or controller of such person as fairly presenting in all material respects the financial condition and results of operations of the Corporation and its consolidated subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes.

(h)Preemptive Rights. If the Corporation authorizes the issuance and sale of Additional Stock (as defined in Section 1(d)(iv)(B)) other than pursuant to an underwritten public offering registered under the Securities Act or for non-cash consideration pursuant to a merger or consolidation approved by the Board of Directors of the Corporation, the Corporation shall first offer in writing to sell to each holder of Series B Preferred Stock a portion of the securities being issued equal to the quotient obtained by dividing (A) the aggregate number of shares of Series B Preferred Stock then owned by such holder by (B) the aggregate number of shares of Series B Preferred Stock then outstanding. If all offered securities are not subscribed to by such holder of Series B Preferred Stock in writing delivered to the Corporation within twenty days after the date of delivery of the Corporation’s original notice to such holder, then the Corporation shall offer all of such securities for sale to those other holders of Series B Preferred Stock that did elect to subscribe for such securities.  If such offer is oversubscribed by such Series B Preferred Stock holders then the Corporation shall offer such securities to such Series B Preferred Stockholders pro rata on the basis of the number of securities previously subscribed to by such holders pursuant to the formula above.  If the holders of Series B Preferred Stock do not elect to subscribe for all of such securities in writing delivered to the Corporation within twenty days after the date of delivery of the Corporation’s second notice then the Corporation shall be free to offer such securities to any other person or persons at a price and on terms determined by the Corporation, provided that such price and terms are no more favorable to such person or persons than the price and terms on which such securities were offered to the holders of Series B Preferred Stock. Any securities not sold by the Corporation within 90 days after the date of the Corporation’s initial notice to the holders of Series B Preferred Stock hereunder shall then become subject again to the provisions of this Section 1(h).

 [SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, Geokinetics Inc. has caused this Second Amended Certificate of Designation to its Certificate of Incorporation to be signed by Richard F. Miles, its President and Chief Executive Officer, this 16th day of February, 2009, but to be EFFECTIVE as of the 28th day of July, 2008.

                                                                GEOKINETICS INC.

                                                                By:                                                                           

                                                                             Richard F. Miles, President and

                                                                             Chief Executive Officer

EX-10.1

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SIXTH AMENDMENT

TO

SECOND AMENDED AND RESTATED REVOLVING CREDIT

AND SECURITY AGREEMENT

THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of February 11, 2009, by and among GEOKINETICS INC., a Delaware corporation (“Geokinetics”), GEOKINETICS PROCESSING, INC. (formerly known as GEOPHYSICAL DEVELOPMENT CORPORATION), a Texas corporation (“Processing”), GEOKINETICS USA, INC. (formerly known as QUANTUM GEOPHYSICAL, INC.), a Texas corporation (“USA”), GEOKINETICS EXPLORATION INC., an entity organized under the laws of Canada (“Exploration”), GEOKINETICS INTERNATIONAL HOLDINGS, INC. (formerly known as GRANT GEOPHYSICAL, INC.), a Delaware corporation (“International Holdings”), GEOKINETICS INTERNATIONAL, INC. (formerly known as GRANT GEOPHYSICAL (INT’L), INC.), a Texas corporation (“International”), GEOKINETICS MANAGEMENT, INC. (formerly known as GRANT GEOPHYSICAL CORP.), a Texas corporation (“Management”), GEOKINETICS SERVICES CORP., a Texas corporation (“Geokinetics Services”), and ADVANCED SEISMIC TECHNOLOGY, INC., a Texas corporation (“Advanced Seismic”, and together with Geokinetics, Processing, USA, Exploration, International Holdings, International, Management and Geokinetics Services, each a “Borrower” and collectively, the “Borrowers”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various financial institutions named therein or which hereafter become a party thereto, (together with PNC, collectively, “Lenders”) and PNC, as agent for the Lenders (in such capacity, “Agent”).

BACKGROUND

WHEREAS, Borrowers, Agent and Lenders are parties to a Second Amended and Restated Revolving Credit and Security Agreement, dated as of May 25, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which Agent and Lenders provide Borrowers with certain financial accommodations.

WHEREAS, Borrowers have requested that the Lenders amend the Loan Agreement as provided herein, subject to the terms and conditions set forth herein;

WHEREAS, subject to the satisfaction of the conditions set forth herein, Agent and the Lenders are willing to amend the Loan Agreement as provided herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Definitions.  All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

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2.Amendments to Section 1.2.  Effective as of the date hereof, the following definitions set forth in Section 1.2 of the Loan Agreement are hereby amended and restated in their entirety to read as follows:

“  ‘Alternate Base Rate’ shall mean, for any day, a rate per annum equal to the highest of (i) the Base Rate in effect on such day and (ii) the Federal Funds Open Rate in effect on such day plus 1/2 of 1% and (iii) the Daily LIBOR Rate plus one percent (1%).

For the purposes of this definition, “Daily LIBOR Rate” shall mean, for any day, the rate per annum determined by the Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the percentage prescribed by the Federal Reserve for determining the maximum reserve requirements with respect to any eurocurrency funding by banks on such day.  “Published Rate” shall mean the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the eurodollar rate for a one-month period as published in another publication determined by the Agent).”

“ ‘Senior Debt Payments” shall mean and include all cash actually expended by any Borrower to make (a) interest payments on any Advances hereunder, plus (b) payments for all fees, commissions and charges set forth herein and with respect to any Advances, plus (c) capitalized lease payments, plus (d) payments with respect to any other Indebtedness for borrowed money.”

“ ‘Undrawn Availability Event” shall mean such time as Undrawn Availability falls below $7,000,000 at any reporting date under this Agreement.”

3.Amendment to Section 2.1.  Effective as of the date hereof, Section 2.1(a)(iii) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“(iii)   up to the amount equal to the lesser of:

(A)            80% of the Net Orderly Liquidation Value of Eligible Equipment that has been appraised pursuant to the most recent appraisal (whether initiated by Agent or requested by Borrowers pursuant to Section 9.19) acceptable to Agent (less any Eligible Equipment that has been sold), or

(B)           (I) $55,000,000 minus (II) the amount equal to $916,667 multiplied by the number of calendar months ended, beginning June 30, 2009, (the “Equipment Cap Reduction”) (the remainder of (I) minus (II), the “Equipment Advance Rate” and together with the Domestic Advance Rate and the Foreign Advance Rate, the “Advance Rates”), minus”

4.Amendment to Section 7.5.  Effective as of the date hereof, Section 7.5 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

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“7.5. Loans.  Make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate except with respect to (a) the extension of commercial trade credit in connection with the sale of Inventory or services in the Ordinary Course of Business (b) loans to its employees in the Ordinary Course of Business not to exceed the aggregate amount of $100,000 at any time outstanding, (c) loans to other Borrowers provided that (1) such loans shall be evidenced by a demand note (collectively, the “Intercompany Notes”), which Intercompany Notes shall be in form and substance reasonably satisfactory to Agent and shall be pledged and delivered to Agent pursuant to the applicable Pledge Agreement as additional collateral security for the Obligations; (2) Borrowers shall record all intercompany transactions on their Books and Records in a manner reasonably satisfactory to Agent; (3) the obligations of any Borrower under any such Intercompany Notes shall be subordinated to the Obligations of Borrowers hereunder in a manner reasonably satisfactory to Agent; (4) at the time any such intercompany loan or advance is made by a Borrower to any other Borrower and after giving effect thereto, such Borrowers shall be solvent and (5) no Default or Event of Default would occur and be continuing after giving effect to any such proposed intercompany loan and (d) loans to Foreign Subsidiaries provided that (1) such loans shall be evidenced by  Intercompany Notes, which Intercompany Notes shall be in form and substance reasonably satisfactory to Agent and shall be pledged and delivered to Agent pursuant to the applicable Pledge Agreement as additional collateral security for the Obligations; (2) Borrowers shall record all intercompany transactions on their Books and Records in a manner reasonably satisfactory to Agent; (3) the obligations of any Borrower under any such Intercompany Notes shall be subordinated to the Obligations of Borrowers hereunder in a manner reasonably satisfactory to Agent; (4) at the time any such intercompany loan or advance is made by a Borrower to any Foreign Subsidiary and after giving effect thereto, such Borrowers shall be solvent; (5) no Default or Event of Default would occur and be continuing after giving effect to any such proposed intercompany loan; and (6) no Undrawn Availability Event has occurred or would result from such proposed intercompany loan; provided, further, however, if an Undrawn Availability Event has occurred, Agent, in its sole discretion, may permit Borrowers to make loans to Foreign Subsidiaries pursuant to subclause (d) of this Section 7.5 provided that (x) after giving effect to any such loan, net advances to Foreign Subsidiaries are positive (i.e., the total amount of all advances made by Borrowers to Foreign Subsidiaries is less than the amount of funds paid or transferred by Foreign Subsidiaries to Borrowers) and (y) Agent has received from Borrowers a cash flow forecast in form and substance satisfactory to Agent in its sole discretion and Agent has notified Borrowers after reviewing such cash flow forecast that Borrowers may make such loans to Foreign Subsidiaries.  Notwithstanding the foregoing, with respect to intercompany loans made to Foreign Subsidiaries pursuant to clause (d) of this Section 7.5 that are existing on the Fourth Amendment Effective Date, the Intercompany Notes evidencing such intercompany loans shall not be required to be delivered to Agent until the earlier of (x) the date upon which any such Intercompany Notes are executed or (y) the 90th day following the Fourth Amendment Effective Date unless such 90 day period is extended by the Agent in its sole discretion.

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5.Amendment to Section 7.7.  Effective as of the date hereof, Section 7.7 of the Loan Agreement is hereby amended by replacing “$6,000,000” with “$7,000,000” in such section.

6.Amendment to Section 7.17.  Effective as of the date hereof, Section 7.17 of the Loan Agreement is hereby amended by replacing “$6,000,000” with “$7,000,000” in such section.

7.Amendment to Section 9.10.  Effective as of the date hereof, Section 9.10 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“ 9.10. Borrowing Base Certificate.  Deliver to Agent on or before the last Business Day of (i) each month, calculated as of the last day of the prior month,a Borrowing Base Certificate in form and substance satisfactory to Agent (which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement), including reporting of sales, collection, credits, Equipment purchases (including invoices for such Equipment) based on hard costs, Equipment sales (including a reference to the appraised Net Orderly Liquidation Value and sales price), the Cash Balance (as evidenced by documentation satisfactory to Agent in its sole discretion for such prior month), a calculation of Undrawn Availability and information under Section 9.2 requested by Agentand (ii) each week, if an Undrawn Availability Event has occurred,a Borrowing Base Certificate in form and substance satisfactory to Agent (which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement), including reporting of sales, collection, credits, Equipment purchases (including invoices for such Equipment) based on hard costs, Equipment sales (including a reference to the appraised Net Orderly Liquidation Value and sales price) and information under Section 9.2 requested by Agent.”

8.Conditions of Effectiveness of Amendment.  The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by the Agent:

(a)The Agent shall have received the following documents or items, each in form and substance satisfactory to the Agent and its legal counsel:

(1)this Amendment, duly executed by each Borrower; and

(2)all other documents Agent may reasonably request with respect to any matter relevant to this Amendment or the transactions contemplated hereby.

(b)The representations and warranties contained herein and in the Loan Agreement and the Other Documents, as each is amended hereby, shall be true and correct in all material respects as of the date hereof, as if made on the date hereof;

(c)Each document (including any Uniform Commercial Code financing statement) required by the Loan Agreement, any related agreement or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required  or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto;

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(d)No Default or Event of Default shall have occurred and be continuing or shall be in existence after giving effect to this Amendment;

(e)All fees and expenses due and owing by Borrowers to Agent shall have been paid in full; and

(f)All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to the Agent and its legal counsel.

9.No Consent.   Nothing contained herein shall be construed as a waiver by Agent or Lenders of any covenant or provision of the Loan Agreement, the Other Documents, this Amendment, or of any other contract or instrument between the Borrowers, Lenders and Agent, and the failure of Agent or Lenders at any time or times hereafter to require strict performance by the Borrowers of any provision thereof shall not waive, affect or diminish any right of Agent or Lenders to thereafter demand strict compliance therewith.  Agent and Lenders hereby reserve all rights granted under the Loan Agreement, the Other Documents, this Amendment and any other contract or instrument among the Borrowers, Lenders and Agent.

10.Representations and Warranties.  Each Borrower hereby represents and warrants to Agent and Lenders as of the date of this Amendment as follows:  (A) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization; (B) the execution, delivery and performance by it of this Amendment, the Loan Agreement and all Other Documents executed and/or delivered in connection herewith are within its powers, have been duly authorized, and do not contravene (i) its articles of organization, operating agreement, or other organizational documents, or (ii) any applicable law; (C) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Body or other Person, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, the Loan Agreement or any of the Other Documents executed and/or delivered in connection herewith by or against it; (D) this Amendment, the Loan Agreement and all Other Documents executed and/or delivered in connection herewith have been duly executed and delivered by it; (E) this Amendment, the Loan Agreement and all Other Documents executed and/or delivered in connection herewith constitute its legal, valid and binding obligation enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (F) after giving effect to this Amendment, it is not in default under the Loan Agreement or any of the Other Documents and no Default or Event of Default exists, has occurred and is continuing or would result by the execution, delivery or performance of this Amendment; and (G) the representations and warranties contained in the Loan Agreement and the Other Documents are true and correct in all material respects as of the date hereof as if then made, except for such representations and warranties limited by their terms to a specific date.

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11.Effect on the Agreement.  Except as specifically amended, consented and/or waived hereby, the Loan Agreement and the Other Documents shall remain in full force and effect and are hereby ratified and confirmed as so amended.  Except as expressly set forth herein, this Amendment shall not be deemed to be a waiver, amendment or modification of any provisions of the Loan Agreement or any Other Document or any right, power or remedy of Agent or Lenders, nor constitute a waiver of any provision of the Loan Agreement or any Other Document, or any other document, instrument and/or agreement executed or delivered in connection therewith or of any Default or Event of Default under any of the foregoing, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder.  This Amendment also shall not preclude the future exercise of any right, remedy, power, or privilege available to Agent and/or Lenders whether under the Loan Agreement, the Other Documents, at law or otherwise.  All references to the Loan Agreement shall be deemed to mean the Loan Agreement as modified hereby.  This Amendment shall not constitute a novation or satisfaction and accord of the Loan Agreement and/or the Other Documents, but shall constitute an amendment thereof.  The parties hereto agree to be bound by the terms and conditions of the Loan Agreement and the Other Documents as amended by this Amendment, as though such terms and conditions were set forth herein.  Each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Loan Agreement as amended by this Amendment, and each reference herein or in any Other Document to the “Loan Agreement” or “Credit Agreement” shall mean and be a reference to the Loan Agreement as amended and modified by this Amendment.

12.Governing Law.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of Texas, without regard to any conflicts of laws principles thereto that would call for the application of the laws of another jurisdiction.

13.Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

14.Counterparts; Facsimile.  This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.

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15.Release.  EACH OF THE BORROWERS HEREBY ACKNOWLEDGES THAT THE BORROWERS’ PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, SETOFF, COUNTERCLAIM, DEFENSE, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM THE AGENT OR ANY LENDER.  THE BORROWERS HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE AGENT AND EACH LENDER AND ITS PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWERS MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

[Signatures follow.]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written above.

PNC BANK, NATIONAL ASSOCIATION,

as Agent and as a Lender

By:

Name:

Title:

LASALLE BUSINESS CREDIT, LLC,

as a Lender

By:

Name:

Title:

WELLS FARGO FOOTHILL, INC.,

as a Lender

By:

Name:

Title:

SIEMENS FINANCIAL SERVICES, INC.,

as a Lender

By:

Name:

Title:

By:

Name:

Title:

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ACKNOWLEDGED AND AGREED:

GEOKINETICS INC.,

as Borrowing Agent and as a Borrower

By:

     Chin Yu

    Vice President

GEOKINETICS PROCESSING, INC.,

as a Borrower

By:                                                           

     Chin Yu

     Vice President

GEOKINETICS USA, INC.,

as a Borrower

By:                                                           

     Chin Yu

     Vice President

GEOKINETICS EXPLORATION INC.,

as a Borrower

By:                                                           

     Chin Yu

     Vice President

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GEOKINETICS INTERNATIONAL HOLDINGS, INC.,

as a Borrower

By:                                                           

     Chin Yu

     Vice President

GEOKINETICS INTERNATIONAL, INC.,

as a Borrower

By:                                                           

     Chin Yu

     Vice President

GEOKINETICS MANAGEMENT, INC.,

as a Borrower

By:                                                           

     Chin Yu

     Vice President

ADVANCED SEISMIC TECHNOLOGY, INC.,

as a Borrower

By:                                                           

     Chin Yu

     Vice President

GEOKINETICS SERVICES CORP.,

as a Borrower

By:                                                           

     Chin Yu

     Vice President

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Addresses for Notices:

1500 City West Blvd.

Suite 800

Houston, Texas 77042

Attention: Chin Yu

Telephone:  (281) 848-6829

Fax: (713) 850-7330

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EX-99.1

NEWS

RELEASE

Contact:                Scott A. McCurdy

Vice President and CFO

Geokinetics Inc.

(713) 850-7600

(713) 850-7330 FAX

FOR IMMEDIATE RELEASE

GEOKINETICS ANNOUNCES 2009 CAPITAL EXPENDITURE BUDGET AND AMENDMENT TO REVOLVING CREDIT FACILITY

HOUSTON, TEXAS, February 17, 2009 (PR Newswire) – Geokinetics Inc. (NYSE Alternext: GOK) announced today that its Board of Directors has approved a capital expenditure budget for 2009 of $37.3 million, which is a reduction of over 50% from capital expenditures in 2008. The Company expects investments in 2009 to be targeted toward maintenance and selective additions of vessels and other equipment to improve the efficiency of the Company’s shallow water operations, support equipment for long-term projects in South America and West Africa and the continued implementation of new information technology systems.

In addition, the Company’s Board of Directors approved a $12.7 million investment in an interest in data that the Company will retain in conjunction with a data acquisition survey that will be completed by the Company. The data will be acquired in the United States and co-owned by the Company and its customer. The Company expects that license revenues already committed will be sufficient to cover the Company’s share of cash costs for data acquisition.

The Company also amended its existing $70 million revolving credit facility with PNC Bank on February 11, 2009.  Among other things, the amended agreement increases the Company’s borrowing base that can come from eligible fixed assets to $55.0 million, up from the original $45.0 million and deferred any reductions to this new amount until June 30, 2009, at which time, the amount of the borrowing base that can come from eligible fixed assets will be reduced by $0.9 million per month until maturity. Once started, the reduction will affect only the amount of the borrowing base that can come from eligible fixed assets and will not reduce the overall amount of the revolver.  Based on the current borrowing base calculation, the Company has immediate access to the maximum availability of $70.0 million.  As of December 31, 2008, outstanding borrowings on the revolver were $44.0 million of principal and $2.3 million in letters of credit. The revolving credit facility matures in May 2012.

GEOKINETICS INC. (NYSE Alternext: GOK)

1500 CityWest Blvd., Suite 800, Houston, Texas  77042  (713) 850-7600  (713) 850-7330 FAX

ex99-1

Richard Miles, President and Chief Executive Officer, said: “In today’s challenging financial environment, it is more important than ever that companies align their spending patterns with client demand.  In light of reduced spending by many exploration and production companies combined with lower commodity prices, we have decided to reduce our investments in capital expenditures in 2009. The reduced capital budget reaffirms our commitment to financial discipline and strategic growth.  It strengthens our ability to remain well-capitalized and positions us for increased opportunities as consumer demand increases.  Our worldwide backlog is very strong and we remain committed to maintaining and strengthening our leadership position in shallow water data acquisition and will continue to make prudent investments in upgrades to our international crews where it improves productivity or enhances our competitive advantage.  In addition, we are excited by our joint-investment in data that we will acquire and we are encouraged to partner with our client for future data sales.  We expect this endeavor to utilize two crews in the United States for the majority of this year.”

Scott McCurdy, Vice President and Chief Financial Officer, said: “Amending our credit facility with PNC increases our financial flexibility and strengthens our financial position during these uncertain times.  We appreciate the support of PNC and the confidence of our bank group in our business plan and strategy going forward.”

About Geokinetics Inc.

Geokinetics Inc., based in Houston, Texas, is a leading global provider of seismic data acquisition and high-end seismic data processing services to the oil and gas industry.  Geokinetics has strong operating presence in North America and is focused on key markets internationally. Geokinetics operates in some of the most challenging locations in the world from the Arctic to mountainous jungles to the transition zone environments. More information about Geokinetics is available at www.geokinetics.com.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  All statements, other than statements of historical facts, included in this earnings release that address activities, events or developments that Geokinetics expects, believes or anticipates will or may occur in the future are forward- looking statements.  These statements include but are not limited to statements about our 2009 capital expenditure budget, the business outlook for the year, backlog and future jobs, business strategy, related financial performance and statements with respect to future benefits.  These statements are based on certain assumptions made by Geokinetics based on management's experience and perception of historical trends, industry conditions, market position, future operations, profitability, liquidity, backlog, capital resources and other factors believed to be appropriate.  Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Geokinetics, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to financial performance and results, job delays or cancellations,  reductions in oil and gas prices, the continued disruption in worldwide financial markets, impact from severe weather conditions and other important factors that could cause actual results to differ materially from those projected, or backlog not to be completed, as described in the Company's reports filed with the Securities and Exchange Commission. Backlog consists of written orders and estimates of Geokinetics’ services which it believes to be firm, however, in many instances, the contracts are cancelable by customers so Geokinetics may never realize some or all of its backlog, which may lead to lower than expected financial performance.

GEOKINETICS INC. (NYSE Alternext: GOK)

1500 CityWest Blvd., Suite 800, Houston, Texas  77042  (713) 850-7600  (713) 850-7330 FAX

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Although Geokinetics believes that the expectations reflected in such statements are reasonable, it can give no assurance that such expectations will be correct.  All of Geokinetics’ forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements.  Any forward-looking statement speaks only as of the date on which such statement is made and Geokinetics undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

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GEOKINETICS INC. (NYSE Alternext: GOK)

1500 CityWest Blvd., Suite 800, Houston, Texas  77042  (713) 850-7600  (713) 850-7330 FAX