S-4

Use these links to rapidly review the document
TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on August 24, 2010

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

GEOKINETICS INC.
GEOKINETICS HOLDINGS USA, INC.
(Exact name of registrant as specified in its charter)

GEOKINETICS INC.
Delaware
GEOKINETICS HOLDINGS USA, INC.
Delaware
(State or other jurisdiction of
incorporation or organization) GEOKINETICS INC.
94-1690082
GEOKINETICS HOLDINGS USA, INC.
27-1506645
(I.R.S. Employer
Identification No.)

1382
(Primary standard industrial
classification code number)

1500 CityWest Blvd., Suite 800
Houston, Texas 77042
(713) 850-7600
(Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)

Richard F. Miles
President and Chief Executive Officer
1500 CityWest Blvd., Suite 800
Houston, Texas 77042
(713) 850-7600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

George G. Young III
Kendall Hollrah
Haynes and Boone, LLP
1221 McKinney Street, Suite 2100
Houston, TX 77010-2007
(713) 547-2000
(713) 236-5699 (facsimile)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the Registration Statement becomes effective.

          If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer ý Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

          If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Tender Offer) o Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
9.75% Senior Secured Notes due 2014	$300,000,000	100%	$300,000,000	$21,390(1)
Guarantees of 9.75% Senior Secured Notes due 2014	N/A	N/A	N/A	(2)

(1)

Calculated in accordance with Rule 457(f)(2) under the Securities Act of 1933.

(2)

No separate fee is payable pursuant to Rule 457(n) under the Securities Act of 1933.

          The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A
SUBSIDIARY GUARANTORS

Name	Jurisdiction	I.R.S. Employer Identification Number
Geokinetics Processing, Inc.	Texas		74-2179897
Geokinetics USA, Inc.	Texas		76-0547282
Advanced Seismic Technology, Inc	Texas		76-0549540
Geokinetics International, Inc.	Texas		95-1852143
Geokinetics Management, Inc.	Texas		76-0553414
Geokinetics Services Corp.	Texas		26-1151753
Geokinetics International Holdings, Inc.	Delaware		76-0548468
Geokinetics Acquisition Company	Delaware		27-1762917

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED August 24, 2010

PROSPECTUS

Geokinetics Holdings USA, Inc.

Offer to exchange its 9.75% Senior Secured Notes due 2014,
which have been registered under the Securities Act of 1933, for
any and all of its outstanding 9.75% Senior Secured Notes due 2014

The exchange offer and withdrawal rights will expire at 5:00 p.m.,
New York City time, on                    , 2010, unless extended.

        We are offering to exchange up to $300,000,000 in aggregate principal amount of our new 9.75% Senior Secured Notes due 2014, which have been registered under the Securities Act of 1933, referred to in this prospectus as the "new notes," for any and all of our outstanding unregistered 9.75% senior secured notes due 2014 referred to in this prospectus as the "old notes." We issued the old notes on December 23, 2009 in a transaction not requiring registration under the Securities Act of 1933. We are offering you new notes, with terms substantially identical to those of the old notes, in exchange for old notes in order to satisfy our registration obligations from that previous transaction. The new notes and the old notes are collectively referred to in this prospectus as the "notes."

See "Risk Factors" starting on page 19 of this prospectus for a discussion of risks associated with investing in the new notes and with the exchange of old notes for the new notes offered hereby.

        We will exchange new notes for all old notes that are validly tendered and not withdrawn before expiration of the exchange offer. You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer. The exchange procedure is more fully described in "The Exchange Offer—Procedures for Tendering." If you fail to tender your old notes, you will continue to hold unregistered notes that you will not be able to transfer freely.

        The terms of the new notes are identical in all material respects to those of the old notes, except that the transfer restrictions and registration rights applicable to the old notes do not apply to the new notes. See "Description of New Notes" for more details on the terms of the new notes. We will not receive any proceeds from the exchange offer.

        There is no established trading market for the new notes or the old notes. The exchange of old notes for new notes in the exchange offer will not be a taxable transaction for United States federal income tax purposes. See "Material U.S. Federal Income Tax Considerations." All broker-dealers must comply with the registration and prospectus delivery requirements of the Securities Act. See "Plan of Distribution."

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. We are not asking you for a proxy and you are requested not to send us a proxy.

The date of this prospectus is                        , 2010

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended, or the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for outstanding old notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of the exchange offer and ending on the close of business one year after such expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus as if we had authorized it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
INCORPORATION BY REFERENCE	1
WHERE YOU CAN FIND MORE INFORMATION	3
FORWARD-LOOKING STATEMENTS	4
PROSPECTUS SUMMARY	5
THE EXCHANGE OFFER	12
THE NEW NOTES	15
RISK FACTORS	19
THE EXCHANGE OFFER	41
USE OF PROCEEDS	50
CAPITALIZATION	51
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA	52
DESCRIPTION OF OTHER INDEBTEDNESS	55
DESCRIPTION OF NEW NOTES	57
DESCRIPTION OF OLD NOTES	118
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	119
PLAN OF DISTRIBUTION	120
LEGAL MATTERS	120
EXPERTS	120

i

ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC. We may add, update or change in a prospectus supplement any information contained in this prospectus. You should read this prospectus and any accompanying prospectus supplement, as well as any post-effective amendments to the registration statement of which this prospectus is a part, together with the additional information described under "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" before you make any investment decision.

        You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to exchange old notes for new notes only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any actual exchange of old notes for new notes.

INCORPORATION BY REFERENCE

        We "incorporate by reference" information into this prospectus. This means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference the documents listed below, other than any portions of the respective filings that were furnished (pursuant to Item 2.02 or Item 7.01 of current reports on Form 8-K or other applicable SEC rules) rather than filed:

•

our annual report as amended on Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2009 (the "Form 10-K/A") as filed with the SEC on August 9, 2010 (including information specifically incorporated by reference into our Form 10-K ("the Original Filing") and together with the Form 10-K/A, the "Form 10-K") from our Proxy Statement for our 2010 Annual Meeting of Stockholders), as filed with the SEC on March 15, 2010;

•

our quarterly reports on Form 10-Q and Form 10-Q/A for the quarters ended on March 31, 2010 and June 30, 2010, as filed with the SEC on August 9, 2010;

•

our current reports on Form 8-K, as filed with the SEC on February 16, 2010, February 22, 2010, March 26, 2010, April 28, 2010, May 7, 2010, May 26, 2010, June 7, 2010, July 2, 2010, July 19, 2010, August 4, 2010, August 5, 2010, August 10, 2010 and August 24, 2010 and our current reports on Form 8-K/A, as filed with the SEC on January 6, 2010, February 23, 2010, April 14, 2010, April 28, 2010 and April 29, 2010; and

•

our registration statement on Form S-8, as filed with the SEC on May 14, 2010 which registers 1,600,000 shares of common stock of the Company, issuable pursuant that certain Geokinetics Inc. 2010 Stock Awards Plan (the "Plan".

        All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and until our offering hereunder is completed will be deemed to be incorporated by reference into this prospectus and will be a part of this prospectus from the date of the filing of the document. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement that is modified or superseded will not constitute a part of this prospectus, except as modified or superseded.

1

        We will provide to each person, including any beneficial owner to whom an prospectus is delivered, a copy of these filings, other than an exhibit to these filings unless we have specifically incorporated that exhibit by reference into the filing, upon written or oral request and at no cost. Requests should be made by writing or telephoning us at the following address:

Geokinetics Inc.
Office of the Corporate Secretary
1500 CityWest Blvd, Suite 800
Houston, Texas 77042
(281) 848-6986
corporate.secretary@geokinetics.com

2

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the new notes offered hereby. This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the registration statement, as amended, or the exhibits and schedules filed therewith. For further information with respect to us and the new notes offered hereby, please see the registration statement, as amended, and the exhibits and schedules filed with the registration statement. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. A copy of the registration statement, as amended, and the exhibits and schedules filed with the registration statement may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

        We file annual, quarterly, and other reports, proxy statements and other information with the SEC under the Exchange Act of 1934. You may read and copy any materials we file with the SEC at the SEC's public reference room referred to above. General information about us, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website at www.geokinetics.com as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Information on our website is not incorporated into this prospectus or our other securities filings and is not a part of this prospectus.

3

FORWARD-LOOKING STATEMENTS

        This prospectus and the documents incorporated by reference herein contain forward-looking statements that involve risks and uncertainties. These forward-looking statements are often accompanied by words such as "believe," "should," "anticipate," "plan," "expect," "potential," "scheduled," "estimate," "intend," "seek," "goal," "may" and similar expressions. These statements include, without limitation, statements about our acquisition of PGS Onshore, our market opportunity, our growth strategy, competition, expected activities and future acquisitions and investments and the adequacy of our available cash resources. Investors are urged to read these statements carefully, and are cautioned that matters subject to forward-looking statements involve risks and uncertainties, including economic, regulatory, competitive and other factors that may affect our business. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume any responsibility for the accuracy and completeness of such statements in the future.

        Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements as a result of, but not limited to, the following factors:

•

our ability to successfully integrate PGS Onshore into our existing operations;

•

a decline in capital expenditures by oil and gas exploration and production companies;

•

market developments affecting, and other changes in, the demand for seismic data and related services;

•

the timing and extent of changes in the price of oil and gas;

•

our future capital requirements and availability of financing on satisfactory terms;

•

availability or increases in the price of seismic equipment;

•

availability of crew personnel and technical personnel;

•

competition;

•

technological obsolescence of our seismic data acquisition equipment;

•

the condition of the capital markets generally, which will be affected by interest rates, foreign currency fluctuations and general economic conditions;

•

the effects of weather or other delays on our operations;

•

cost and other effects of legal proceedings, settlements, investigations and claims, including liabilities which may not be covered by indemnity or insurance;

•

governmental regulation; and

•

the political and economic climate in the foreign or domestic jurisdictions in which we conduct business.

        We have also discussed the risks to our business under the caption "Risk Factors" beginning on page 15. Given these risks and uncertainties, we can give no assurances that results projected in any forward-looking statements will in fact occur and therefore caution investors not to place undue reliance on them. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus and the documents incorporated by reference herein might not occur.

4

PROSPECTUS SUMMARY

You should rely only on the information provided or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information. Unless the context indicates otherwise, all references to "Geokinetics" refer to Geokinetics Inc. and all references to "we," "our," "ours" and "us" refer to Geokinetics Inc. and its consolidated subsidiaries including Geokinetics Holdings USA, Inc. The following summary highlights significant aspects of our business and this exchange offering, but it does not include all the information you should consider before exchanging your notes. This prospectus contains forward-looking statements that involve risks and uncertainties. You should read this entire prospectus, including the information set forth under "Risk Factors" and the financial statements and related notes included or incorporated by reference in this prospectus before making an investment decision.

References in this prospectus to PGS Onshore refer to the on-shore seismic and multi-client seismic library business of Petroleum Geo-Services ASA, a Norwegian corporation, which we acquired on February 12, 2010. When we refer to the PGS Onshore acquisition, we refer to the acquisition of PGS Onshore and related financing, including the issuance of common stock to Petroleum Geo-Services, our common stock offering and the old note offering. Pro forma financial and operating information incorporated by reference herein includes the results of operations of PGS Onshore and the related financing.

Our Business

        We are a full-service, global provider of seismic data acquisition, multi-client data library and seismic data processing and interpretation services to the oil and natural gas industry. As an acknowledged industry leader in land, marsh, swamp, transition zone and shallow water (up to 500 feet water depths) ocean bottom cable or "OBC" environments, we have the capacity to operate up to 38 seismic crews with approximately 201,100 recording channels worldwide and the ability to process seismic data collected throughout the world. Crew count, configuration and location can change depending upon industry demand and requirements.

        We provide a suite of geophysical services including acquisition of two-dimensional ("2D"), three dimensional ("3D"), and multi-component seismic data surveys, data processing and interpretation services and other geophysical services for customers in the oil and natural gas industry, which include many national oil companies, major international oil companies and smaller independent E&P companies in the Gulf Coast, Mid-Continent, California, Appalachian and Rocky Mountain regions of the United States, Western Canada, Canadian Arctic, Latin America, Africa, the Middle East, Australia/New Zealand and the Far East. Seismic data is used by E&P companies to identify and analyze drilling prospects, maximize drilling success, optimize field development and enhance production economics. We also maintain a multi-client data library whereby we maintain full or partial ownership of data acquired for future licensing. Our multi-client data library consists of data covering various areas in the United States and Canada.

        The seismic services industry is dependent upon the spending levels of oil and natural gas companies for exploration, development, exploitation and production of oil and natural gas. These spending levels have traditionally been heavily influenced by the prices of oil and natural gas. Since the third quarter of 2008, oil and natural gas prices have shown significant volatility, and E&P spending has been reduced significantly. To the extent that exploration spending does not increase, our cash flows from operations could be directly affected. While there are signs of recovery, if the global recession continues for a long period of time, commodity prices may be depressed for an extended period of time, which could alter our acquisition and exploration plans, and adversely affect our growth strategy. For the year ended December 31, 2009, we would have generated pro forma revenue of $711.0 million and EBITDA of $94.1 million, compared to actual revenue of $511.0 million and EBITDA of $87.0 million for the same period.

5

Recent Developments

        On February 12, 2010, we acquired PGS Onshore. This business has the ability to deploy 13 seismic crews, nine of which are currently active, with over 84,000 recording channels. The PGS Onshore acquisition provides us a significant business expansion into Mexico, where PGS Onshore has three active crews. This acquisition also expands our business into Alaska, where PGS Onshore employs a crew using specialized seismic vehicles designed for the environmentally sensitive arctic region. The PGS Onshore acquisition substantially increased our multi-client seismic library. We currently have a library that, upon completion of current surveys in progress, will cover 742 square miles and, as a result of the acquisition, we acquired a seismic library covering an additional 5,500 square miles located primarily in Texas, Oklahoma, Wyoming and Alaska.

        Additional developments related to our business during 2010 include the following:

•

We have seen our backlog increase from $378 million at December 31, 2009 (pro-forma combined with PGS Onshore) to $519 million at June 30, 2010. New projects will take place in South America, Central and West Africa, Australia and the United States.

•

We launched our new Geotiger Series II highly transportable 4 component (4C) OBC crew to the Canadian Arctic and commenced operations in the second quarter.

•

We have seen an increase in bid activity which we expect to have positive results in the 3rd and 4th quarter of 2010 and possibly into our fiscal year 2011.

•

On June 30, 2010, we amended our revolving credit facility with Royal Bank of Canada to, among other things, provide greater flexibility in meeting financial covenants. This amendment provides greater flexibility on our maximum total leverage ratio, fixed charge ratio and minimum interest coverage ratio for the quarters ending June 30, 2010 and September 30, 2010.

Change in Executive Officer

        On August 19, 2010, we announced that Ronald D. Cayon has been appointed as our interim Chief Financial Office, pending completion of a search for a permanent replacement. Mr. Cayon has been providing accounting services as a consultant since March 2010. Scott A. McCurdy, our former Senior Vice President and Chief Financial Officer resigned from his position effective August 18, 2010.

New Senior Secured Revolving Credit Facility

        On February 12, 2010, we completed the closing of a revolving credit facility and letters of credit for the account of Geokinetics Holdings under the terms of a Credit Agreement with (the "RBC Facility" or the "revolving credit facility"), which matures on February 12, 2013. Effective June 30, 2010, we amended the RBC Facility to, among other things, provide greater flexibility in meeting financial covenants for the quarters ending June 30, 2010 and September 30, 2010. In addition, the permitted outstanding borrowing under the revolver was reduced from $50 million to $40 million. As of June 30, 2010, we were in compliance with these covenants. The outstanding balance of this revolving credit facility was $9.0 million as of June 30, 2010 and $21.0 million as of August 6, 2010.

        Borrowings under the revolving credit facility are unconditionally guaranteed by Geokinetics and each of its existing and each subsequently acquired or organized wholly-owned U.S. direct or indirect subsidiary of Geokinetics, other than U.S. subsidiaries of non-U.S. subsidiaries. Each of the entities guaranteeing the revolving credit facility will secure the guarantees on a first priority basis with a lien on substantially all of the assets of such guarantor. Borrowings under the revolving credit facility will generally be deemed Priority Bank Debt, and so the new notes will be effectively subordinated to borrowings under the revolving credit facility pursuant to an intercreditor agreement. See "Description

6

of Other Indebtedness—New Senior Secured Revolving Credit Facility" which further describes the permitted outstanding borrowings, interest rate, and financial covenants.

        Based on our current forecast, we believe that it is likely that we will not be able to maintain the covenants required at the September 30, 2010 measurement date, and possibly beyond. We expect to need to use the RBC Facility to fund capital expenditures and crew mobilizations. If we are unable to remedy this situation, we may be forced to delay capital expenditures and/or decline opportunities for new work that requires significant working capital. As such, we are currently in discussions to amend the facility or receive a waiver to address this situation. There can be no assurance that we will be successful in doing so on commercially reasonable terms, if at all.

Common Stock Offering

        We completed the offering of 4,000,000 shares of our common stock at $9.25 per share on December 18, 2009. Total proceeds from this offering were approximately $34.8 million. In addition, on January 14, 2010, the underwriters of the stock purchased 207,200 shares pursuant to an overallotment option for approximately $1.8 million.

        On December 18, 2009, we issued 750,000 shares of common stock to Avista in connection with the preferred stock restructuring described below. Also as a result of the equity offering the purchase price of warrants owned by Avista to purchase 240,000 shares of Geokinetics common stock at $20.00 per share issued on July 28, 2008 was adjusted to $9.25 per share pursuant to certain existing provisions of the warrants, whereby subsequent equity issuances at a price below the existing exercise price will result in a downward adjustment to the exercise price and may extend the expiration date of the warrants.

        On February 12, 2010, we issued 2,153,616 shares of our common stock to PGS in connection with the Acquisition of PGS Onshore.

Preferred Stock Restructuring

        At the closing of the common stock offering, the conversion price of the series B-1 preferred stock was reduced from $25 to $17.436, the dividend rate was increased from 8% to 9.75%, we canceled the series B-2 preferred stock and issued new series C preferred stock and 750,000 shares of common stock to the holders. In addition, we agreed to pay Avista Capital Holdings, L.P. and Levant America S.A. a cash fee of 2% of the liquidation amount, plus accrued and unpaid dividends of the series B preferred stock which totaled $2.1 million.

Our Strengths

        Leading provider with a balanced global market presence.    Our global diversity and exposure to both oil and natural gas reserve opportunities provide us with a balanced market presence, which increases new contract opportunities while reducing our sensitivity to individual markets and commodity price volatility. We have the equipment and trained personnel to deploy up to 38 seismic crews throughout the world. Our size and operating capability allow for improved crew and equipment utilization and the ability to service our customers across the globe. Our long operating history and reputation for quality service encourages customers to continue to select us as their provider of seismic data acquisition services.

        Specialized expertise in difficult environments and key high-growth markets.    We specialize in seismic data acquisition services in transition zones and other difficult land environments, which we believe to be underserved and one of the fastest growing segments of the overall seismic services industry. Additionally, we recently entered the Ocean Bottom Cable, or "OBC," market with one active crew and were the first operators of Sercel's SeaRay system. The Company's extensive experience operating

7

in such complex and challenging areas, including its expertise in designing and utilizing special equipment customized for these environments, provides us a significant competitive advantage. We also have experience operating in local markets within key high growth regions around the world, such as Latin America, the Middle East and the Far East. We have been operating in the Far East longer than many of our major competitors. In addition, the expertise required to operate in these areas and the difficult nature of the work positions us to potentially realize higher operating margins than we realize on more traditional land seismic projects.

        Strong relationships with a globally diversified customer base.    We have strong, long-standing relationships with a diverse customer base consisting of national oil companies, super majors, majors and E&P Companies in over 30 countries. We have been providing seismic data acquisition services to many of our largest customers for over five years. Our global operating capability and sizable crew count allow us to leverage relationships with our customers and increase revenues by providing them services throughout the world and tailoring crew sizes to meet their requirements. Our customer base is diversified and it is not dependent on any one customer. On a pro forma basis, our top ten customers collectively would have represented approximately 57% and 66% of total revenues for the year ended December 31, 2009 and the six months ended June 30, 2010, respectively, with no single customer accounting for more than 15% of our total revenues during those periods.

        Strong backlog that provides significant revenue visibility.    Even though the oil and gas business has continued to experience a period of reduced spending on exploration and development in certain markets, our backlog has increased since the first quarter of 2010. At June 30, 2010, our estimated total backlog of commitments for services was approximately $519 million compared to $428 million at March 31, 2010 and $318 million at June 30, 2009. Backlog at June 30, 2010 included $412 million or 79% from international projects, and $107 million or 21% from North American (excluding Mexico) projects. It is anticipated that at least half of the backlog at June 30, 2010, will be completed in 2010 with the remaining amount to be completed in 2011 and 2012. Contracts for services are occasionally varied or modified by mutual consent and in many instances may be cancelled by the customer on short notice without penalty. As a result, our backlog as of any particular date may not be indicative of our actual operating results for any succeeding fiscal period.

        Increasing multi-client library portfolio.    The acquisition of PGS Onshore significantly increased our multi-client library portfolio. PGS Onshore invested $133.1 million during 2008 and 2007 developing a 5,500 square mile multi-client library focused on high impact drilling areas or areas of high lease turnover in Texas, Oklahoma, Alaska and Wyoming. We believe this library is of high quality. This portfolio together with our recent entry into the multi-client library business provides opportunities for growth as drilling activity begins to pick up and as E&P companies look to drill wells in advance of lease expiration. We believe there are significant opportunities in North America, including the shale plays, for the continued expansion of our multi-client library business. As we grow our multi-client portfolio, we plan to secure a significant portion of prefunded sales prior to commencing any multi-client project.

        Highly experienced management team and strategic equity investors.    We draw on the global experience of our management team to maintain our leading market position and strong customer relationships. Our senior executive management team has an average of over 20 years of relevant industry experience in the seismic services sector as well as in oil and gas exploration, with a demonstrated track record. Our largest shareholder is Avista Capital Partners, L.P. ("Avista") and its respective affiliates, which invested in us at the time of our merger with Grant Geophysical in 2006. Avista brings significant experience as an investor in the oilfield service sector. Our second largest shareholder after the acquisition is Petroleum Geo-Services.

8

Our Strategy

        Maintain focus and specialization in profitable, high-potential markets.    To maximize profitability, we will continue to target our growth in areas in which we believe we have a competitive advantage, such as difficult land environments, transition zones and our OBC operations. We believe these areas continue to be underserved and represent the fastest growing segments of the overall seismic services market. We also plan to further expand our presence, both geographically and in the types of services offered, in existing and new high-potential markets throughout the world to diversify our customer base and capitalize on opportunities in our areas of operations.

        Prudently invest in new and technologically-advanced equipment.    We believe growth in demand for seismic services will continue to be enhanced by the development and application of new technologies, particularly for use in difficult land environments and transition zones. We will continue to acquire and develop expertise in using technologically-advanced equipment to perform our services. In addition, we have upgraded and will continue to upgrade our existing equipment, primarily for our transition zone and OBC operations, to improve operating efficiency and to equip us for larger crew sizes, which we expect to lead to increased operating margins.

        Make strategic investments in our multi-client data library.    We believe that opportunities exist for us to continue to build and expand our multi-client data library in areas that will provide a high likelihood for future revenues. We will continue to acquire data for our own account with a particular near-term focus on the shale plays in the United States.

        Provide a broad range of services.    We believe there are significant global opportunities in providing customers a broad range of seismic data services, from acquisition and processing to interpretation and management and partnering with E&P companies for multi-client library projects. Customers are increasingly seeking integrated solutions to better evaluate known oil and gas deposits and improve the amount of recoverable hydrocarbons. Given our size and technological capabilities, we believe we have the infrastructure to significantly expand these multiple service offerings that add value and efficiency for our customers.

        Enhance asset utilization and operating efficiency.    Through greater customer and geographic diversification, upgraded equipment and improved crew capabilities, we seek to ensure the utilization and continuity of our seismic crews, the utilization of our equipment and our operating efficiency, which we expect will generate increased revenues and higher margins. Expanding our customer base and presence internationally will allow us to better manage our resources and minimize the reliance on certain customers, downtime between projects and the effects of seasonality and cyclicality in our business. In addition, we believe that the PGS Onshore acquisition will result in annual synergies through rationalizing office locations, the elimination of duplicate corporate functions, and improved purchasing power. We also believe there will be additional cross-selling opportunities to enhance revenue.

Industry Overview

        Seismic surveys enable oil and gas companies to determine whether subsurface conditions are favorable for finding oil and gas accumulations and to determine the size and structure of previously identified oil and natural gas deposits. Seismic surveys consist of the acquisition and processing of 2D and 3D seismic data, which is used to produce computer-generated, graphic cross-sections, maps and 3D images of the subsurface. These resulting images are then analyzed and interpreted by geophysicists and are used by oil and gas companies to acquire prospective oil and natural gas drilling rights, select drilling locations on exploratory prospects and manage and develop producing reservoirs.

        Seismic data is acquired by crews operating in land, transition zone and marine environments. Seismic data is generated by the propagation of sound waves near the earth's surface by controlled

9

sources, such as dynamite or vibration equipment. The waves radiate into the earth and are reflected back to the surface and collected by data collection devices known in the industry as "geophones." Multiple geophones are strategically positioned, according to client requirements, and connected as a single recording channel to acquire data. This data is then input into a specialized data processing system that enhances the recorded signal by reducing noise and distortion, improving resolution and arranging the input data to produce an image of the subsurface. Three-dimensional seismic surveys collect far more information and generate significantly greater detail of the underlying reservoirs than 2D surveys.

        The overall demand for seismic data and related seismic services is dependent upon spending by oil and natural gas companies for exploration, production, development and field management activities, which, in turn, is driven largely by present and expected future prices for crude oil and natural gas and the need to replenish drilling prospects and reserves. This is impacted by supply and demand, global and local events, as well as political, economic and environmental considerations.

        For OBC operations, an assembly of vertically oriented geophones and hydrophones connected by electrical wires typically is deployed on the seafloor to record and relay data to a seismic recording vessel. Such systems were originally introduced to enable surveying in areas of obstructions (such as production platforms) or shallow water inaccessible to ships towing seismic streamers (floating cables).

        Global energy demand growth.    Although demand for energy has recently declined, we believe that long-term, global demand for energy will increase and as that demand rebounds, demand from E&P companies for seismic services will also increase.

        E&P capital spending.    The need to replace depleting reserves should encourage capital expenditures by E&P companies, which we expect will benefit the seismic services industry. We believe that E&P companies, including many national oil and gas companies, remain under pressure to increase or replenish reserves and are looking to unconventional resource plays, transition zones, international locations and the optimization of current reserves with new technology to achieve these results. Seismic data acquisition services are a key component of E&P companies' capital expenditure programs.

        Technological development.    The application and utilization of seismic services have considerably increased over the last several years as a result of significant technological advancements, such as the move from 2D to 3D and single-component to multi-component seismic data recording and processing. Seismic services can now be applied to the entire sequence of exploration, development and production, as opposed to exploration only, allowing for a greater range of use for our services. In addition, surveys previously shot 2D or single-component are often being reshot with newer techniques to give greater clarity to the subsurface.

10

Organizational Structure

        The following chart represents our corporate organizational structure following the PGS Onshore acquisition. The restricted group includes our parent, Geokinetics, and all of its domestic and foreign subsidiaries, including Geokinetics Holdings USA, Inc., the issuer of the notes and the borrower under the new senior secured revolving credit facility, and all of the entities we acquire from Petroleum Geo-Services. Upon the consummation of the PGS Onshore acquisition, Geokinetics transferred all of the shares of capital stock of its subsidiaries to Geokinetics Holdings USA, Inc. The notes are guaranteed by our domestic subsidiaries including those we acquire from Petroleum Geo-Services, but not foreign subsidiaries.

(1)

Our domestic subsidiaries, on a pro forma basis, were responsible for 37% of our revenue for the six months ended June 30, 2010 and hold 55% of our assets as of June 30, 2010 and represented 28% of our revenue and 56% of our EBITDA for the year ended December 31, 2009.

Corporate Information

        We are a Delaware corporation. Our principal executive offices are located at 1500 Citywest Blvd., Suite 800, Houston, Texas 77042. Our telephone number is 713-850-7600. Our web site address is www.geokinetics.com. The information on our website is not part of this prospectus.

11

THE EXCHANGE OFFER

On December 23, 2009, we completed the private offering of $300 million aggregate principal amount of 9.75% Senior Secured Notes due 2014. As part of that offering, we entered into a registration rights agreement with the initial purchasers of the old notes in which we agreed, among other things, to deliver this prospectus to you and to complete an exchange offer for the old notes. Below is a summary of the exchange offer.

Old Notes	9.75% Senior Secured Notes due 2014
New Notes	Notes of the same series, the issuance of which has been registered under the Securities Act. The terms of the new notes are identical in all material respects to those of the old notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the old notes do not apply to the new notes.
Terms of the Offer	We are offering to exchange a like amount of new notes for our old notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. In order to be exchanged, an old note must be properly tendered and accepted. All old notes that are validly tendered and not withdrawn will be exchanged. As of the date of this prospectus, there is $300 million aggregate principal amount of 9.75% Senior Secured Notes due 2014 outstanding. We will issue new notes promptly after the expiration of the exchange offer.
Expiration Time	The exchange offer will expire at 5:00 p.m., New York City time, on            , 2010, unless extended.
Procedures for Tendering	To tender old notes, you must complete and sign a letter of transmittal in accordance with the instructions contained in the letter and forward it by mail, facsimile or hand delivery, together with any other documents required by the letter of transmittal, to the exchange agent, either with the old notes to be tendered or in compliance with the specified procedures for guaranteed delivery of old notes. Certain brokers, dealers, commercial banks, trust companies and other nominees may also effect tenders by book-entry transfer. Holders of old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee are urged to contact such person promptly if they wish to tender old notes pursuant to the exchange offer. See "The Exchange Offer—Procedures for Tendering."
	Letters of transmittal and certificates representing old notes should not be sent to us. Such documents should only be sent to the exchange agent. Questions regarding how to tender old notes and requests for information should be directed to the exchange agent. See "The Exchange Offer—Exchange Agent."

12

Acceptance of Old Notes for Exchange; Issuance of New Notes	Subject to the conditions stated in "The Exchange Offer—Conditions to the Exchange Offer," we will accept for exchange any and all old notes which are properly tendered in the exchange offer before the expiration time. The new notes will be delivered promptly after the expiration time.
Interest Payments on the New Notes	The new notes will bear interest from the date of original issuance of the old notes or, if interest has already been paid on the old notes, from the date interest was most recently paid. If your old notes are accepted for exchange, then you will receive interest on the new notes (including any accrued but unpaid additional interest on the old notes) and not on the old notes.
Withdrawal Rights	You may withdraw your tender of old notes at any time before the expiration time.
Conditions to the Exchange Offer	The exchange offer is subject to customary conditions. We may assert or waive these conditions in our sole discretion. If we materially change the terms of the exchange offer, we will resolicit tenders of the old notes. See "The Exchange Offer—Conditions to the Exchange Offer" for more information.
Resales of New Notes	Based on interpretations by the staff of the SEC, as detailed in a series of no-action letters issued by the SEC to third parties, we believe that the new notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:
	•       you are acquiring the new notes in the ordinary course of your business;
	•       you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the new notes;
	•       you are not an "affiliate" of ours; and
	•       you are not a broker-dealer that acquired any of its old notes directly from us.
	If you fail to satisfy any of the foregoing conditions, you will not be permitted to tender your old notes in the exchange offer and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of your old notes unless such sale is made pursuant to an exemption from such requirements.

13

	Each broker or dealer that receives new notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offer to resell, resale or other transfer of the new notes issued in the exchange offer, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the new notes. See "The Exchange Offer—Resales of New Notes."
Exchange Agent	U.S. Bank National Association is serving as the exchange agent in connection with the exchange offer. The address and telephone and facsimile numbers of the exchange agent are listed under the heading "The Exchange Offer—Exchange Agent."
Use of Proceeds	We will not receive any proceeds from the issuance of new notes in the exchange offer. We will pay all expenses incident to the exchange offer. See "Use of Proceeds" and "The Exchange Offer—Fees and Expenses."

14

THE NEW NOTES

The summary below describes the principal terms of the new notes. The terms and conditions described below are subject to important limitations and exceptions. The "Description of New Notes" section of this prospectus contains a more detailed description of the terms and conditions of the new notes.

Issuer	Geokinetics Holdings USA, Inc.
Notes Offered	$300.0 million aggregate principal amount of 9.75% Senior Secured Notes. The terms of the new notes are identical in all material respects to those of the old notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the old notes do not apply to the new notes.
Maturity Date	December 15, 2014.
Interest Rate	9.75% per year, payable semi-annually in arrears.
Interest Payment Dates	December 15 and June 15, beginning on June 15, 2010. Interest will accrue from the issue date.
Guarantees	The payment of new notes will be fully and unconditionally guaranteed, jointly and severally, by our parent, Geokinetics Inc., and by each of Geokinetics' current and future domestic subsidiaries.
Security	The new notes and the guarantees will be secured, along with indebtedness under our senior secured revolving credit facility on a first-priority basis by liens, subject to permitted liens, on substantially all of our assets and the assets of the subsidiary guarantors, including mortgages on our and our subsidiary guarantors' seismic equipment and data libraries. See "Description of New Notes—Collateral and Security."
Ranking	The new notes will be:
	•       general obligations of ours, secured by a first priority lien over the collateral;
	•       equal in right of payment to all of our existing and future indebtedness that is not subordinated in right of payment to the new notes;
	•       senior in right of payment to all of our existing and future indebtedness that is subordinated in right of payment to the new notes;
	•       unconditionally guaranteed by the guarantors;
	•       effectively senior to all of our existing and future indebtedness that is either secured by liens that rank junior to the liens securing the new notes or unsecured, with respect to and to the extent of the value of the collateral;

15

•       effectively subordinated to all of our existing and any future secured indebtedness with respect to and to the extent of the assets (other than the collateral) securing such indebtedness, and to all existing and any future liabilities (including trade payables) of Geokinetics' subsidiaries that are not guarantors (other than us), with respect to and to the extent of the assets of such subsidiaries; and

•       effectively subordinated pursuant to the intercreditor agreement to all of our Priority Bank Debt (as defined in "Description of New Notes—Certain Definitions"), to the extent secured by the collateral.

Each guarantee of the new notes will be:

•       a general obligation of that guarantor, secured by first priority lien over the collateral;

•       equal in right of payment to all of the guarantor's existing and future indebtedness that is not subordinated in right of payment to its guarantee;

•       senior in right of payment to all existing and future indebtedness of the guarantor that is subordinated in right of payment to its guarantee;

•       effectively senior to all of the guarantor's existing and future indebtedness that is either secured by liens that rank junior to the liens securing the guarantee or unsecured, with respect to and to the extent of the value of the collateral;

•       effectively subordinated to all existing and any future secured indebtedness of the guarantor with respect to and to the extent of the assets (other than the collateral) securing such indebtedness, and to all existing and any future liabilities (including trade payables) of Geokinetics' subsidiaries other than us and the subsidiary guarantors, with respect to and to the extent of the assets of such subsidiaries; and

•       effectively subordinated pursuant to the Intercreditor Agreement to all of the guarantor's Priority Bank Debt Obligations, to the extent secured by the collateral.

16

Optional Redemptions	We may, at our option, redeem all or part of the new notes on or after December 15, 2011 at fixed redemption prices, as described under "Description of New Notes—Optional Redemption" in this prospectus. Also, prior to December 15, 2011, we may, at our option, redeem up to (i) 10% of the original principal amount of the new notes during each 12-month period beginning December 15, 2009 at a redemption price of 103% of the principal amount thereof, and (ii) 35% of the new notes with the proceeds of certain equity offerings. See "Description of New Notes—Optional Redemption."
Change of Control	Upon the occurrence of a change of control, the holders of the new notes will have the right to require us to make an offer to repurchase each holder's new notes at a repurchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. See "Description of New Notes—Repurchase at the Option of Holders—Change of Control."
Certain Covenants	The indenture governing the new notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:
	•       incur additional debt;
	•       make certain investments or pay dividends or distributions on our capital stock or purchase or redeem or retire capital stock;
	•       sell assets, including capital stock of our restricted subsidiaries;
	•       restrict dividends or other payments by restricted subsidiaries;
	•       create liens;
	•       enter into transactions with affiliates; and
	•       merge or consolidate with another company.
	These covenants are subject to a number of important limitations and exceptions that are described later in this prospectus under the caption "Description of New Notes—Certain Covenants."
Use of Proceeds	We will not receive proceeds from the issuance of the new notes offered hereby. In consideration for issuing the new notes in exchange for old notes as described in this prospectus, we will receive old notes of like principal amount. The old notes surrendered in exchange for the new notes will be retired and canceled.

17

Original Issue Discount

The new notes will be issued with original issue discount for U.S. federal income tax purposes, consequently, U.S. Holders will be required to include such original issue discount in their income as it accrues for U.S. federal income tax purposes in advance of receipt of any payment on the notes to which the income is attributable. See "Certain United States Federal Income Tax Considerations—Original Issue Discount."

Risk Factors

See "Risk Factors" for a discussion of certain factors you should carefully consider before deciding to invest in the new notes.

18

RISK FACTORS

Risks Related to our Business

We are subject to certain risks related to acquisitions, including the PGS Onshore acquisition, and these risks may materially adversely affect our revenues, expenses, operating results and financial condition.

        The PGS Onshore acquisition involves the integration of Geokinetics and PGS Onshore, two businesses that have previously operated independently and as competitors. We acquired PGS Onshore with the expectation that, among other things, the PGS Onshore acquisition will enable us to achieve expected cost synergies. Achieving the benefits of the PGS Onshore acquisition will depend in part upon meeting the challenges inherent in the successful combination and integration of global business enterprises of the size and scope of Geokinetics and PGS Onshore and the possible resulting diversion of management attention for an extended period of time. There can be no assurance that we will meet these challenges and that such diversion will not negatively affect our operations. In addition, delays encountered in the transition process could have a material adverse effect on our revenues, expenses, operating results and financial condition. There can be no assurance that we will actually achieve anticipated synergies or other benefits from the PGS Onshore acquisition.

        We plan to continue growing through acquisitions of companies and assets. We must plan and manage our acquisitions effectively to achieve revenue growth and maintain profitability in our evolving market. If we fail to manage current and future acquisitions effectively, our results of operations could be adversely affected. Our growth has placed, and is expected to continue to place, significant demands on our personnel, management and other resources. A lack of continued improvement to our operational, financial, management and legal/compliance information systems to keep pace with the growth of our business could have a material adverse effect on us.

        Any future acquisitions could present a number of risks, including but not limited to:

•

incorrect assumptions regarding the future results of acquired operations or assets or expected cost reductions or other synergies expected to be realized as a result of acquiring operations or assets;

•

failure to integrate the operations or management of any acquired operations or assets successfully and timely and retain key personnel;

•

diversion of management's attention from existing operations or other priorities; and

•

our inability to secure, on terms we find acceptable, sufficient financing that may be required for any such acquisition or investment.

        Our failure to successfully integrate our acquisitions in a timely and cost effective manner could have an adverse affect on our business, financial condition or results of operations.

The financial information incorporated by reference in this prospectus may not necessarily reflect what the results of operations, financial condition and cash flows of PGS Onshore would have been outside Petroleum Geo-Services or if operated on a combined basis with us.

        The combined financial statements and the other financial information for PGS Onshore we have included in this prospectus have been derived from the consolidated financial statements and accounting records of Petroleum Geo-Services and do not necessarily reflect what the results of operations, financial condition and cash flows of PGS Onshore would have been had PGS Onshore been operated as a stand-alone business under separate ownership.

        In addition, we and PGS Onshore have been operating our respective business operations separately prior to the PGS Onshore acquisition. We have no prior history as a combined entity and our operations have not previously been managed on a combined basis. The combined financial

19

statements of PGS Onshore have been prepared for the purpose of presenting, as far as practicable, the financial position, results of operations and cash flows of PGS Onshore as they existed within Petroleum Geo-Services at the relevant time. This required the aggregation of financial information of the entities which make up PGS Onshore, the elimination of intercompany transactions and balances, proportional allocation of central management costs and other adjustments. Therefore, the historical financial statements and pro forma financial data presented in this prospectus may not reflect what our results of operations, financial position and cash flows would have been had we operated on a combined basis and may not be indicative of what our results of operations, financial position and cash flows will be in the future.

PGS Onshore may have liabilities which are not known to us.

        As a result of the PGS Onshore acquisition, we assumed certain liabilities. There may be liabilities that we failed to, or we were unable to discover in the course of performing due diligence investigations on PGS Onshore. We cannot assure you that rights to indemnification by Petroleum Geo-Services to us will be sufficient in amount, scope or duration to fully offset the possible liabilities associated with the business or assets acquired. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations. As we integrate PGS Onshore, we may learn additional information about PGS Onshore that adversely affects us, such as unknown or contingent liabilities and issues relating to compliance with applicable laws.

Our business largely depends on levels of exploration and development activity in the oil and natural gas industry.

        Our business is substantially dependent upon the condition of the oil and natural gas industry and, in particular, the willingness of E&P companies to make capital expenditures for exploration, development and production operations. The level of capital expenditures generally depends on the prevailing views of future oil and natural gas prices, which are influenced by numerous factors, including but not limited to:

•

changes in United States and international economic conditions, including the length and severity of the recent recession and the effect of such recession on economic activity;

•

demand for oil and natural gas;

•

worldwide political conditions, particularly in significant oil-producing regions such as the Middle East, West Africa and Latin America;

•

actions taken by the Organization of Petroleum Exporting Countries, or OPEC;

•

the availability and discovery rate of new oil and natural gas reserves;

•

the rate of decline of existing and new oil and gas reserves;

•

the cost of exploration for, and production and transportation of, oil and natural gas;

•

the ability of E&P companies to generate funds or otherwise obtain external capital for exploration, development, construction and production operations;

•

the sale and expiration dates of leases in the United States and overseas;

•

technological advances affecting energy exploration, production, transportation and consumption;

•

weather conditions;

•

environmental or other government regulations both domestic and foreign;

20

•

domestic and foreign tax policies; and

•

the pace adopted by foreign governments for the exploration, development and production of their oil and gas reserves.

        Oil and natural gas prices had been at historically high levels until experiencing a sharp decline during the second half of 2008 and continuing into 2009 and 2010, particularly for natural gas prices. The natural gas market is a key market for our North American seismic data acquisition segment and the multi-client data library we are acquiring from PGS Onshore. A worldwide decrease in hydrocarbon demand and a decline in commodity prices have caused many E&P companies to curtail planned capital spending. Historically, demand for our services has been sensitive to the level of exploration spending by oil and gas companies. A sustained period of low drilling and production activity, low commodity prices or reductions in industry budgets could reduce demand for our services and would likely have a material adverse effect on our business, financial condition or results of operations.

Economic conditions could negatively affect our business.

        Our operations are affected by local, national and worldwide economic conditions and the condition of the oil and gas industry. Recent disruptions in the credit markets and concerns about global recession have had a significant adverse impact on global financial markets.

        Future market deterioration could also jeopardize the performance of counterparty obligations, including those of our insurers, suppliers, customers and financial institutions. Although we monitor the creditworthiness of our counterparties, the future disruptions could lead to sudden changes in a counterparty's liquidity. If one of our counterparties fails to perform, our financial results could be adversely affected and we could incur losses and our liquidity could be negatively impacted.

We operate under hazardous conditions that subject us and our employees to risk of damage to property or personal injury and limitations on our insurance coverage may expose us to potentially significant liability costs.

        Our activities are often conducted in dangerous environments and include hazardous conditions, including the detonation of dynamite. Operating in such environments, and under such conditions carries with it inherent risks, such as loss of human life or equipment, as well as the risk of downtime or reduced productivity resulting from equipment failures caused by an adverse operating environment. For example, in 2009 two employees of our subcontractors and one of our employees suffered fatal injuries. These risks could cause us to experience equipment losses, injuries to our personnel and interruptions in our business. Although we maintain what we believe is prudent insurance protection, we cannot assure that our insurance will be sufficient or adequate to cover all losses or liabilities or that insurance will continue to be available to us or available to us on acceptable terms. A successful claim for which we are not fully insured, or which exceeds the policy limits of our applicable insurance could have a material adverse effect on our financial condition. Moreover, we do not carry business interruption insurance with respect to our operations.

Historically, we have been dependent on a few customers operating in a single industry; the loss of one or more customers could adversely affect our financial condition and results of operations.

        Our customers are engaged in the oil and natural gas drilling business throughout the world. Historically, we have been dependent upon a few customers for a significant portion of our revenue. For the years ended December 31, 2009, 2008 and 2007, our top ten customers collectively represented approximately 70%, 47% and 55% of total revenues, respectively. In addition, on a pro forma basis, our top ten customers would have represented 57% and 66% of our pro forma revenues for the year ended December 31, 2009 and the six months ended June 30, 2010, respectively. Our three largest customers in 2009, 2008 and 2007 accounted for 45%, 19% and 27% of total revenues, respectively, and

21

on a pro forma basis, our three largest pro forma customers would have accounted for 32% and 31% of our pro forma revenues for the year ended December 31, 2009, and the six months ended June 30, 2010. This concentration of customers may increase our overall exposure to credit risk, and customers will likely be similarly affected by changes in economic and industry conditions. If any of these significant clients were to terminate their contracts or fail to contract for our services in the future because they are acquired, alter their exploration or development strategy, or for any other reason, our results of operations could be affected.

We have invested, and expect to continue to invest, significant amounts of money in acquiring and processing seismic data for multi-client surveys and for our seismic data library without knowing precisely how much of this seismic data we will be able to sell or when and at what price we will be able to sell such data.

        Multi-client surveys and the resulting seismic data library are an increasingly important part of our business and our future investments. We invest significant amounts of money in acquiring and processing seismic data that we own. By making such investments, we are exposed to the following risks:

•

We may not fully recover our costs of acquiring, processing and interpreting seismic data through future sales. The amounts of these data sales are uncertain and depend on a variety of factors, many of which are beyond our control.

•

The timing of these sales is unpredictable and can vary greatly from period to period. The costs of each survey are capitalized and then amortized over the expected useful life of the data. This amortization will affect our earnings and when combined with the sporadic nature of sales, will result in increased earnings volatility.

•

Regulatory changes that affect companies' ability to drill, either generally or in a specific location where we have acquired seismic data, could materially adversely affect the value of the seismic data contained in our library. Technology changes could also make existing data sets obsolete. Additionally, each of our individual surveys has a limited book life based on its location and oil and gas companies' interest in prospecting for reserves in such location, so a particular survey may be subject to a significant decline in value beyond our initial estimates.

•

The value of our multi-client data could be significantly adversely affected if any material adverse change occurs in the general prospects for oil and gas exploration, development and production activities.

•

The cost estimates upon which we base our pre-commitments of funding could be wrong. The result could be losses that have a material adverse effect on our financial condition and results of operations. These pre-commitments of funding are subject to the creditworthiness of our clients. In the event that a client refuses or is unable to pay its commitment, we could lose a material amount of money.

        Any reduction in the market value of such data will require us to write down its recorded value, which could have a significant material adverse effect on our results of operations.

The seismic data acquisition services industry is capital intensive and sources of cash to finance our capital expenditures may not always be available. If financing is not available, our results of operations will be negatively affected.

        Seismic data acquisition equipment is continually being improved with new technology. In order to remain competitive, we must continue to invest additional capital to maintain, upgrade and expand our seismic data acquisition capabilities. Seismic data acquisition equipment is expensive and our ability to operate and expand our business operations is dependent upon the availability of internally generated cash flow and financing alternatives. Such financing may consist of bank or commercial debt, equity or

22

debt securities or any combination thereof. There can be no assurance that we will be successful in obtaining sufficient capital to upgrade and expand our current operations through cash from operations or additional financing or other transactions if and when required on terms acceptable to us. Due to the uncertainties surrounding the changing market for seismic services, increases in capital and technological requirements, and other matters associated with our operations, we are unable to estimate the amount or terms of any financing that we may need to acquire, upgrade and maintain seismic equipment. If we are unable to obtain such financing, if and when needed, we may be forced to curtail our business objectives, and to finance our business activities with only such internally generated funds as may then be available.

Our high level of fixed costs can leave us vulnerable to downturns in revenues, which can result in losses.

        We are subject to high fixed costs which primarily consist of depreciation, maintenance expenses associated with our seismic data acquisition, processing and interpretation equipment and certain crew costs. Extended periods of significant downtime or low productivity caused by reduced demand, weather interruptions, equipment failures, permit delays or other causes could reduce our profitability and have a material adverse effect on our financial condition and results of operations because we will not be able to reduce our fixed costs as fast as revenues decline.

We face intense competition in our business that could result in downward pricing pressure and the loss of market share.

        Competition among seismic contractors historically has been, and likely will continue to be, intense. Competitive factors have in recent years included price, crew experience, equipment availability, technological expertise and reputation for quality and dependability. We also face increasing competition from nationally-owned companies in various international jurisdictions that operate under less significant financial constraints than those we experience. Many of our competitors have greater financial and other resources, more clients, greater market recognition and more established relationships and alliances in the industry than we do. Additionally, the seismic data acquisition services business is extremely price competitive and has a history of protracted periods of months or years where seismic contractors under financial duress bid jobs below cost and therefore adversely impact industry pricing. Competition from these and other competitors could result in downward pricing pressure and the loss of market share.

We rely on a limited number of key suppliers for specific seismic services and equipment.

        We depend on a limited number of third parties to supply us with specific seismic services and equipment. From time to time, increased demand for seismic data acquisition services has decreased the available supply of new seismic equipment, resulting in extended delivery dates on orders. Any delay in obtaining equipment could delay our implementation of additional crews and restrict the productivity of our existing crews, adversely affecting our business and results of operations. In addition, any adverse change in the terms of our supplier arrangements could affect our results of operations.

Revenue derived from our projects may not be sufficient to cover our costs of completing those projects. As a result, our results of operations may be adversely affected.

        Our revenue is determined, in part, by the price we receive for our services, the productivity of our crew and the accuracy of our cost estimates. Our crew's productivity is partly a function of external factors, such as weather and third party delays, over which we have no control. In addition, cost estimates for our projects may be inadequate due to unknown factors associated with the work to be performed and market conditions, resulting in cost over-runs. If our crew encounters operational difficulties or delays, or if we have not correctly priced our services, our results of operation may vary, and in some cases, may be adversely affected.

23

        Many of our projects are performed on a turnkey basis where a defined amount and scope of work is provided by us for a fixed price and extra work, which is subject to client approval, is billed separately. The revenue, cost and gross profit realized on a turnkey contract can vary from our estimated amount because of changes in job conditions, variations in labor and equipment productivity from the original estimates, and the performance of subcontractors. Turnkey contracts may also cause us to bear substantially all of the risks of business interruption caused by weather delays and other hazards. These variations, delays and risks inherent in billing clients at a fixed price may result in us experiencing reduced profitability or losses on projects.

Our clients could delay, reduce or cancel their commitments or service contracts with us on short notice, which may lead to lower than expected demand and revenues.

        Our backlog consists of written orders or commitments for our services that we believe to be firm. We estimate our total seismic data acquisition and seismic data processing and interpretation services revenue backlog to be $519 million at June 30, 2010 compared to $428 million at March 31, 2010 and $318 million at June 30, 2009. Backlog at June 30, 2010 included $412 million or 79% from international projects, and $107 million or 21% from North American (excluding Mexico) projects. It is anticipated that at least half of the backlog at June 30, 2010, will be completed in 2010 with the remaining amount to be completed in 2011 and 2012. Backlog levels vary during the year depending on the timing of the completion of certain projects and when new projects are awarded and contracts are signed. Because of potential changes in the scope or schedule of our clients' projects, we cannot predict with certainty when or if our backlog will be realized. Even where a project proceeds as scheduled, it is possible that the client may default and fail to pay amounts owed to us. In addition, the contracts in our backlog are cancelable by the client. Material delays, payment defaults or cancellations could reduce the amount of backlog currently reported, and, consequently, could inhibit the conversion of that backlog into revenue which may materially affect our financial condition, results of operations and cash flows.

Our agreements with our clients may not adequately protect us from unforeseen events or address all issues that could arise with our clients. The occurrence of unforeseen events, or disputes with clients not adequately addressed in the contracts could result in increased liability, costs and expenses associated with any given project.

        We enter into master service agreements with many of our clients which allocate certain operational risks. For example, we seek to minimize the risk of delays through the inclusion of "standby rate" provisions which provide for payment to us of a reduced rate for a limited amount of time if weather conditions or certain other factors outside our control prevent us from recording data. Despite the inclusion of risk allocation provisions in our agreements, our operations may be affected by a number of events that are unforeseen or not within our control. We cannot assure you that our agreements will adequately protect us from each possible event. If an event occurs which we have not contemplated or otherwise addressed in our agreement, we, and not our client, will likely bear the increased cost or liability. To the extent our agreements do not adequately address these and other issues, or we are not able to successfully resolve resulting disputes, we may incur increased liability, costs and expenses.

We may be held liable for the actions of our subcontractors.

        We often work as the general contractor on seismic data acquisition surveys and consequently engage a number of subcontractors to perform services and provide products. While we obtain contractual indemnification and insurance covering the acts of these subcontractors, and require the subcontractors to obtain insurance for our benefit, there can be no assurance we will not be held liable

24

for the actions of these subcontractors. In addition, subcontractors may cause damage or injury to our personnel and property that is not fully covered by insurance.

Our results of operations can be significantly affected by currency fluctuations.

        Because we derive a substantial amount of our revenue from sales internationally, we are subject to risks relating to fluctuations in currency exchange rates. Fluctuations in the exchange rate of the U.S. dollar against such other currencies may, in future periods, have a significant effect upon our results of operations. While we attempt to reduce the risks associated with such exchange rate fluctuations, we cannot assure you that it will be effective in doing so or that fluctuations in the value of the currencies in which we operate will not materially affect our results of operations in the future.

Our operations outside of the United States are subject to additional political, economic, and other uncertainties that could adversely affect our business, financial condition or results of operations, and our exposure to such risks will increase as we expand our international operations.

        Over the past several years, our operations have become increasingly international. For the year ended December 31, 2009 and the six months ended June 30, 2010, 83% and 64%, respectively, of our actual revenues from our seismic data acquisition services segment were derived outside of the U.S. and Canada. The PGS Onshore acquisition may further increase our international operations. On a pro forma basis, for the year ended December 31, 2009 and the six months ended June 30, 2010, 72% and 63%, respectively, of revenues from our seismic data acquisition services segment would have been derived outside of the U.S. and Canada. Our operations outside of the United States are subject to risks inherent in foreign operations, including but not limited to:

•

government instability, which can cause investment in capital projects by our potential clients to be withdrawn or delayed, reducing or eliminating the viability of some markets for our services;

•

potential expropriation, seizure, nationalization or detention of assets;

•

difficulty in repatriating foreign currency received in excess of local currency requirements;

•

civil uprisings, riots and war, which can make it unsafe to continue operations, adversely affect both budgets and schedules and expose us to losses;

•

availability of suitable personnel and equipment, which can be affected by government policy, or changes in policy, which limit the importation of qualified crewmembers or specialized equipment in areas where local resources are insufficient;

•

decrees, laws, regulations, interpretation and court decisions under legal systems, which are not always fully developed and which may be retroactively applied and cause us to incur unanticipated and/or unrecoverable costs as well as delays which may result in real or opportunity costs; and

•

terrorist attacks, including kidnappings and assassinations of our personnel.

        In addition, laws and policies of the United States affecting foreign trade and taxation may also adversely affect our international operations.

As a company subject to compliance with the Foreign Corrupt Practices Act (the "FCPA"), our business may suffer because our efforts to comply with U.S. laws could restrict our ability to do business in foreign markets relative to our competitors who are not subject to U.S. law. Any determination that we or our foreign agents or joint venture partners have violated the FCPA, may adversely affect our business and operations.

        We and our local partners operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may

25

conflict with local customs and practices. We may be subject to competitive disadvantages to the extent that our competitors are able to secure business, licenses or other preferential treatment by making payments to government officials and others in positions of influence or using other methods that U.S. law and regulations prohibit us from using.

        As a U.S. corporation, we are subject to the regulations imposed by the FCPA, which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business. In particular, we may be held liable for actions taken by our strategic or local partners even though our partners are not subject to the FCPA. Any such violations could result in substantial civil and/or criminal penalties and might adversely affect our business, results of operations or financial condition. In addition, our ability to continue to work in such foreign markets could be adversely affected if we were found to have violated certain U.S. laws, including the FCPA.

We are subject to compliance with stringent environmental laws and regulations that may expose us to significant costs and liabilities.

        Our operations are subject to stringent federal, provincial, state and local environmental laws and regulations in the United States and foreign jurisdictions relating to environmental protection. These laws and regulations may impose numerous obligations that are applicable to our operations including:

•

the acquisition of permits before commencing regulated activities; and

•

the limitation or prohibition of seismic activities in environmentally sensitive or protected areas such as wetlands or wilderness areas.

•

Numerous governmental authorities, such as the Federal Environmental Protection Agency and analogous state agencies in the United States and governmental bodies with control over environmental matters in foreign jurisdictions, have the power to enforce compliance with these laws and regulations and any permits issued under them, oftentimes requiring difficult and costly actions. Failure to comply with these laws, regulations and permits may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations and the issuance of injunctions limiting or preventing some or all of our operations.

•

There is inherent risk of incurring significant environmental costs and liabilities in our operations due to our controlled storage, use and disposal of explosives. Although we believe that our safety procedures for handling and disposing of explosives comply with the standards prescribed by applicable laws and regulations, the risk of accidental injury from these materials cannot be completely eliminated. In the event of an accident, we could be held liable for any damages that result or we could be penalized with fines, and any liability could exceed the limits of or fall outside our insurance coverage.

Current or future distressed financial conditions of customers could have an adverse impact on us in the event these customers are unable to pay us for the services we provide.

        Some of our customers are experiencing, or may experience in the future, severe financial problems that have had or may have a significant impact on their creditworthiness. Although we perform ongoing credit evaluations of our customers' financial condition, we generally require no collateral from our customers. We cannot provide assurance that one or more of our financially distressed customers will not default on their obligations to us or that such defaults will not have a material adverse effect on our business, financial position, results of operations or cash flows. Furthermore, the bankruptcy of one or more of our customers, or some other similar proceeding or liquidity constraint, might make it unlikely that we would be able to collect all or a significant portion of amounts owed. In addition, such events might force customers to reduce or curtail their future use

26

of our products and services, which could have a material adverse effect on our results of operations and financial condition.

Our seismic data acquisition services revenues are subject to seasonal conditions and customers' budgeting cycles.

        Our seismic data acquisition services are performed outdoors and are therefore subject to seasonality. Shorter winter days and adverse weather negatively impact our ability to provide services in certain regions. Additionally, we have limited control over the timing of our international operations due to the extensive planning and preparation required to perform a seismic survey. Our international operations have also been affected historically by the budgeting cycle of our customers, at times resulting in higher activity levels early in the year when available exploration budgets are high, and late in the year when our customers are trying to utilize their remaining budgets.

We may be unable to retain and attract management and skilled and technically knowledgeable employees.

        Our continued success depends upon retaining and attracting highly skilled employees. A number of our employees possess many years of industry experience and are highly skilled and our inability to retain such individuals could adversely affect our ability to compete in the seismic service industry. We may face significant competition for such skilled personnel, particularly during periods of increased demand for seismic services. Although we utilize employment agreements, stock-based compensation and other incentives to retain certain of our key employees, there is no guarantee that we will be able to retain these personnel.

Our operating results from seismic data acquisition services can be significantly impacted from quarter to quarter due to a change in the timing of a few large jobs occurring at any one time.

        On a pro forma basis, we have the capacity to field up to 38 seismic data acquisition crews. However, in any given period, we could have idle crews which result in a significant portion of our revenues, cash flows and earnings coming from a relatively small number of crews. Additionally, due to location, service line or particular job, some of our individual crews may achieve results that are a significant percentage of consolidated operating results. Should one or more of these crews experience significant changes in timing, our financial results are subject to significant variations from period to period. Factors that may result in these changes in timing include, but are not limited to, weather, permits, customer requirements and political unrest.

Our results of operations could be adversely affected by asset impairments.

        We periodically review our portfolio of equipment and intangible assets, including our multi-client data library, for impairment. If we expect significant sustained decreases in oil and natural gas prices in the future, we may be required to write down the value of our assets if the future cash flows anticipated to be generated from the related assets falls below net book value. The recent decline in oil and natural gas prices, if sustained, could result in future impairments. If we are forced to write down the value of our goodwill, other intangible assets or equipment, these non-cash asset impairments could negatively affect our results of operations in the period in which they are recorded.

The cyclical nature of, or a prolonged downturn in, our industry, could affect the carrying value of our goodwill or other long-lived assets and negatively impact our earnings.

        As of June 30, 2010, we had $127.0 million of goodwill, or 17.8% of total assets, which has increased from $73.4 million at December 31, 2009 or $53.6 million attributed to the acquisition of PGS Onshore. We have recorded goodwill because we paid more for some of our businesses than the fair market value of the tangible and measurable intangible net assets of those businesses at the time of

27

acquisition. We are required to annually assess whether the carrying value of our goodwill has been impaired. This assessment includes many management assumptions including, but not limited to, business forecasts, risk premiums, cost of capital and market factors. Should any one or combination of these factors change, it could negatively impact our future assessments of the carrying values of these assets. If management determines that the carrying value of our long-lived assets may not be recoverable, our goodwill will be reduced which will adversely affect our earnings.

There are inherent limitations in all control systems and failure of our controls and procedures to detect error or fraud could seriously harm our business and results of operations.

        Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls and disclosure controls will prevent all possible error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no evaluation of our controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by the individual acts of some persons or by collusion of two or more persons. The design of any system of controls is based in part upon the likelihood of future events, and there can be no assurance that any design will succeed in achieving our intended goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with our policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur without detection.

We have identified material weaknesses in our internal controls, which could affect our ability to ensure timely and reliable financial reports and the ability of our auditors to attest to the effectiveness of our internal controls.

        During management's review of our internal controls as of December 31, 2009, control deficiencies that constituted material weaknesses an additional material weakness was identified and disclosed on August 9, 2010 as described in our 10-K/A filing. The following items were identified:

        Financial Statement Close Process:    During 2009, the Company dedicated significant resources implementing a new management information system and new business processes and controls around domestic and international operations. Due to the demands created by this implementation, the increasing complexity of the Company's international operations and the acquisition and related financing transactions at the end of the year, a material weakness was identified in the Company's financial statement close process, including insufficient controls over analyzing and reconciling accounts, maintaining appropriate support and analyses of certain non-routine accruals, and properly assessing the accounting and reporting implications related to new contractual agreements and certain other accounting matters.

        Taxes Related to International Operations:    Another material weakness was identified by management related to accounting for income taxes associated with the Company's international operations, including insufficient controls and training over the proper identification and application of the relevant tax rules, which affected the Company's calculation of the tax provision of the Company's international operations.

        Accounting for Derivative Financial Instruments:    We identified a material weakness related to accounting for derivatives. The Company's procedures to assess and identify the impact of Recently Issued Accounting Pronouncements were not sufficient, as evidenced by our failure to identify the

28

impact of ASC 815-40-15 "Derivatives and Hedging-Contracts in Entity's Own Equity-Scope and Scope Exceptions," which became effective January 1, 2009 and require us to account for derivative liabilities related to the conversion feature of our preferred stock and warrants at fair value and to mark to market each instrument at the end of each reporting period.

        The Company's lack of resources, in terms of size, technical expertise and institutional knowledge to address certain financial and tax aspects of its multi-national operations, was identified as the underlying cause of these material weaknesses.

        These material weaknesses resulted in the Company recording a number of post-closing adjustments to the Company's 2009 consolidated financial statements and 2010 quarterly consolidated financial statements for the quarter ended March 31, 2010. The adjustments primarily affected non-routine accruals, deferred cost accounts, derivative liabilities, deferred taxes and the tax provision related to the Company's international operations, including, as applicable, the corresponding income statement accounts.

        Based on management's evaluation, because of the material weaknesses described above, management has concluded that our internal control over financial reporting was not effective as of December 31, 2009 and as of June 30, 2010.

        While we have taken certain actions to address the deficiencies identified, additional measures will be necessary and these measures, along with other measures we expect to take to improve our internal controls over financial reporting, may not be sufficient to address the deficiencies identified or ensure that our internal control over financial reporting is effective. If we are unable to provide reliable and timely financial external reports, our business and prospects could suffer material adverse effects. In addition, we may in the future identify further material weaknesses or significant deficiencies in our internal control over financial reporting.

Climate Change Legislation or Regulations could result in increased operating costs and reduced demand for the oil and gas our clients intend to produce.

        More stringent laws relating to climate change and greenhouse gases ("GHGs") may be adopted in the future and could reduce the demand for our services. On June 26, 2009, the U.S. House of Representatives passed the "American Clean Energy and Security Act of 2009," or "ACESA," which would establish an economy-wide cap-and-trade program to reduce U.S. emissions of greenhouse gases, including carbon dioxide and methane. ACESA would require a 17% reduction in greenhouse gas emissions from 2005 levels by 2020 and just over an 80% reduction of such emissions by 2050. Under this legislation, the EPA would issue a capped and steadily declining number of tradable emissions allowances authorizing emissions of greenhouse gases into the atmosphere. These reductions would be expected to cause the cost of allowances to escalate significantly over time. The net effect of ACESA will be to impose increasing costs on the combustion of carbon-based fuels such as oil, refined petroleum products, and natural gas. The U.S. Senate has begun work on its own legislation for restricting domestic greenhouse gas emissions and the Obama Administration has indicated its support for legislation to reduce greenhouse emissions through an emission allowance system.

        On December 15, 2009, the U.S. Environmental Protection Agency ("EPA") officially published its findings that emissions of carbon dioxide, methane and other "greenhouse gases" present an endangerment to public health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the earth's atmosphere and other climatic changes. These findings allow the EPA to adopt and implement regulations that would restrict emissions of greenhouse gases under existing provisions of the federal Clean Air Act. Accordingly, the EPA has proposed two sets of regulations that would require a reduction in emissions of greenhouse gases from motor vehicles and could trigger permit review for greenhouse gas emissions from certain stationary sources. In addition, on October 30, 2009, the EPA published a final rule requiring the reporting of greenhouse gas

29

emissions from specified large greenhouse gas emission sources in the United States beginning in 2011 for emissions occurring in 2010.

        Because of the lack of any comprehensive legislative program addressing GHGs, there is a great deal of uncertainty as to how and when federal regulation of GHGs might take place. In addition to possible federal regulation, a number of states, individually and regionally, also are considering or have implemented GHG regulatory programs. These potential regional and state initiatives may result in so-called cap-and-trade programs, under which overall GHG emissions are limited and GHG emissions are then allocated and sold, and possibly other regulatory requirements, that could result in our incurring material expenses to comply, e.g., by being required to purchase or to surrender allowances for GHGs resulting from our operations. The federal, regional and local regulatory initiatives also could adversely affect the marketability of the oil and natural gas that our clients produce. The impact of such future programs cannot be predicted, but we do not expect our operations to be affected any differently than other similarly situated domestic competitors.

Significant physical effects of climatic change have the potential to damage our facilities, disrupt our production activities and cause us to incur significant costs in preparing for or responding to those effects.

        In an interpretative guidance on climate change disclosures, the SEC indicates that climate change could have an effect on the severity of weather (including hurricanes and floods), sea levels, the arability of farmland, and water availability and quality. If such effects were to occur, our seismic acquisition operations have the potential to be adversely affected. Potential adverse effects could include damages to our facilities from powerful winds or rising waters in low-lying areas, disruption of our production activities either because of climate-related damages to our facilities in our costs of operation potentially arising from such climatic effects, less efficient or non-routine operating practices necessitated by climate effects or increased costs for insurance coverage in the aftermath of such effects. Significant physical effects of climate change could also have an indirect affect on our financing and operations by disrupting the transportation or process-related services provided by midstream companies, service companies or suppliers with whom we have a business relationship. We may not be able to recover through insurance some or any of the damages, losses or costs that may result from potential physical effects of climate change.

Federal legislation and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays.

        The U.S. Senate and House of Representatives are currently considering bills entitled, the "Fracturing Responsibility and Awareness of Chemicals Act," or the "FRAC Act," that would amend the federal Safe Drinking Water Act, or the "SDWA," to repeal an exemption from regulation for hydraulic fracturing. If enacted, the FRAC Act would amend the definition of "underground injection" in the SDWA to encompass hydraulic fracturing activities. If enacted, such a provision could require hydraulic fracturing operations to meet permitting and financial assurance requirements, adhere to certain construction specifications, fulfill monitoring, reporting, and recordkeeping obligations, and meet plugging and abandonment requirements. The FRAC Act also proposes to require the reporting and public disclosure of chemicals used in the fracturing process, which could make it easier for third parties opposing the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing process could adversely affect groundwater. The adoption of any future federal or state laws or implementing regulations imposing reporting obligations on, or otherwise limiting, the hydraulic fracturing process could make it more difficult to complete natural gas wells. A significant portion of our anticipated future business involves seismic acquisition projects of various shale plays. Shale gas cannot be economically produced without extensive fracing. In the event this legislation is enacted, demand for our seismic acquisition services may be adversely affected.

30

Risks Related to our Indebtedness

Our substantial debt could adversely affect our financial health and prevent us from fulfilling our obligations.

        We have a significant amount of debt and may incur substantial additional debt (including secured debt) in the future. As of June 30, 2010, we had total indebtedness of $307.0 million, net of discount (excluding the Series C mandatorily redeemable preferred stock of $32.2 million, net of discount). Permitted outstanding borrowings available under our amended senior secured revolving credit facility is presently $40 million. As of June 30, 2010 and August 6, 2010 outstanding borrowings were $9 million and $21 million, respectively. Undrawn borrowing capacity at August 6, 2020 was $19 million. We cannot assure you that we will be able to generate sufficient cash to service our debt or sufficient earnings to cover fixed charges in future years. If new debt is added to our current debt levels, the related risks for us could intensify.

        Our substantial debt could have important consequences. In particular, it could:

•

increase our vulnerability to general adverse economic and industry conditions;

•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund capital expenditures and other general corporate purposes;

•

limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate;

•

place us at a competitive disadvantage compared to our competitors that have less debt; and

•

limit, along with the financial and other restrictive covenants of our indebtedness, among other things, our ability to borrow additional funds.

Our debt agreements will contain restrictive covenants that may limit our ability to respond to changes in market conditions or pursue business opportunities.

        Our debt agreements will contain restrictive covenants that limit our ability to, among other things:

•

incur or guarantee additional debt;

•

pay dividends;

•

repay subordinated debt prior to its maturity;

•

grant additional liens on our assets;

•

enter into transactions with our affiliates;

•

repurchase stock;

•

make certain investments or acquisitions of substantially all or a portion of another entity's business assets; and

•

merge with another entity or dispose of our assets.

        In addition, our debt agreements will require us to maintain certain financial ratios and tests. The requirement that we comply with these provisions may materially adversely affect our ability to react to changes in market conditions, take advantage of business opportunities we believe to be desirable, obtain future financing, fund needed capital expenditures or withstand a continuing or future downturn in our business.

31

We may be unable to comply with the maintenance covenants in our senior revolving credit facility on September 30, 2010 or beyond, unless the covenants are modified. If we are unable to comply with the restrictions and covenants in our debt agreements, there could be a default under the terms of such agreements, which could result in an acceleration of repayment.

        Based on our current forecasts, it is likely that we will be unable to comply with the maintenance covenants in our senior revolving credit facility at the September 30, 2010 measurement date or beyond. We are in discussions with the lenders under the credit facility to amend the covenants, but no assurance can be made that we will be successful in such negotiations, or as to the terms or costs of any such amendment or waiver if agreed to. If we are unable to amend the facility or obtain a waiver, we will be required to seek other financing for our working capital needs, and failure to secure such financing could have a material adverse effect on our liquidity and financial position. If we are unable to comply with the restrictions and covenants in our debt agreements, including our senior secured revolving credit facility, there could be a default under the terms of these agreements. Our ability to comply with these restrictions and covenants, including meeting financial ratios and tests, may be affected by events beyond the Company's control. As a result, we cannot assure you that we will be able to comply with these restrictions and covenants or meet such financial ratios and tests. In the event of a default under these agreements, lenders could terminate their commitments to lend or accelerate the loans and declare all amounts borrowed due and payable. Borrowings under other debt instruments that contain cross-acceleration or cross-default provisions may also be accelerated and become due and payable. If any of these events occur, our assets might not be sufficient to repay in full all of our outstanding indebtedness and we may be unable to find alternative financing. Even if we could obtain alternative financing, it might not be on terms that are favorable or acceptable to us. Additionally, we may not be able to amend our debt agreements or obtain needed waivers on satisfactory terms.

To service our indebtedness, we require a significant amount of cash, and our ability to generate cash will depend on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, and to fund planned capital expenditures depends in part on our ability to generate cash in the future. This ability is, to a certain extent, subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        We cannot assure that we will generate sufficient cash flow from operations, realize operating improvements on schedule, or otherwise improve operating cash flow. If cash flow is not adequate, we cannot assure that future borrowings will be available to us in an amount sufficient to enable us to service and repay our indebtedness or to fund our other liquidity needs. If we are unable to satisfy our debt obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our indebtedness, selling assets, reducing or delaying capital investments, delaying bids on new sales or seeking to raise additional capital. We cannot assure that any refinancing or debt restructuring would be possible, that any assets could be sold or that, if sold, the timing of the sales and the amount of proceeds realized from those sales would be favorable to us or that additional financing could be obtained on acceptable terms. Disruptions in the capital and credit markets, as have been experienced during 2008 and 2009, could adversely affect our ability to meet our liquidity needs or to refinance our indebtedness, including our ability to draw on our existing credit facilities or enter into new credit facilities. Banks that are party to our existing credit facilities may not be able to meet their funding commitments to us if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from us and other borrowers within a short period of time.

32

Risks Related to the Exchange Offer

You may have difficulty selling the old notes you do not exchange.

        If you do not exchange your old notes for new notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your old notes as described in the legend on the global notes representing the old notes. There are restrictions on transfer of your old notes because we issued the old notes under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws or offered and sold under an exemption from, or in a transaction not subject to, these requirements. We do not intend to register any old notes not tendered in the exchange offer and, upon consummation of the exchange offer, you will not be entitled to any rights to have your untendered old notes registered under the Securities Act. In addition, the trading market, if any, for the remaining old notes will be adversely affected depending on the extent to which old notes are tendered and accepted in the exchange offer.

Broker-dealers may need to comply with the registration and prospectus delivery requirements of the Securities Act.

        Any broker-dealer that (1) exchanges its old notes in the exchange offer for the purpose of participating in a distribution of the new notes or (2) resells new notes that were received by it for its own account in the exchange offer may be deemed to have received restricted securities and will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker- dealer. Any profit on the resale of the new notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

You may not receive new notes in the Exchange Offer if the Exchange Offer procedure is not followed.

        We will issue the new notes in exchange for your old notes only if you tender the old notes and deliver a properly completed and duly executed letter of transmittal and other required documents before expiration of the exchange offer. You should allow sufficient time to ensure timely delivery of the necessary documents. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of old notes for exchange. If you are the beneficial holder of old notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender old notes in the exchange offer, you should promptly contact the person in whose name your old notes are registered and instruct that person to tender your old notes on your behalf.

Risks Related to the New Notes

Certain indebtedness under our new senior secured revolving credit facility will be effectively senior to the new notes to the extent of the value of the collateral securing such indebtedness.

        Our new senior secured credit revolving facility and the new notes offered hereby have a first priority lien on all of the assets of our company and our guarantor subsidiaries, with certain exceptions. However, under the indenture governing the new notes as amended, we will be permitted to incur up to the greater of $40.0 million and 50% of Consolidated Cash Flow (as defined in "Description of New Notes—Certain Definitions") as priority bank debt under the senior secured revolving credit facility, secured by the collateral. Under an intercreditor agreement between the lenders under our senior secured revolving credit facility and the trustee under the new notes, following an event of default any proceeds received upon liquidation of the collateral will be distributed first to the lenders under the senior secured revolving credit facility, until such priority bank debt is paid in full, and then also to the holders of the new notes. Accordingly, holders of the indebtedness representing priority bank debt

33

under our new senior secured revolving credit facility will be entitled to receive proceeds from the realization of value of such collateral to repay such indebtedness in full before the holders of the new notes will be entitled to any recovery from such collateral. As a result, holders of the new notes will only be entitled to receive proceeds from the realization of collateral after all indebtedness and other obligations representing priority bank debt under our new senior secured revolving credit facility are repaid in full. The new notes will be effectively junior in right of payment to indebtedness representing priority bank debt under our new senior secured revolving credit facility to the extent of the realizable value of such collateral.

The value of the collateral securing the new notes may not be sufficient to satisfy our obligations under the new notes.

        The new notes and the related guarantees will be secured, subject to permitted liens, by a first-priority lien in the collateral that secures our new senior secured revolving credit facility and will share equally in right of payment to the extent of the value of such collateral exceeds amounts payable under the senior secured revolving credit facility to satisfy the priority bank debt. The new notes and the related guarantees will not be secured by certain excluded assets described in "Description of New Notes—Collateral and Security" and the assets of our non-guarantor subsidiaries, which include, among other things, the assets of all of our non-U.S. subsidiaries. The indenture governing the new notes offered hereby will also permit us to incur additional indebtedness secured by a lien that ranks equally with or prior to the new notes. Any such indebtedness may further limit the recovery from the realization of the value of such collateral available to satisfy holders of the new notes.

        No appraisal of the value of the collateral has been made in connection with this exchange offering, and in the event of a liquidation, the value of the collateral securing our obligations under our new senior secured revolving credit facility and the notes will depend on market and economic conditions, the availability of buyers and other factors. Furthermore, by its nature some or all of the collateral may be illiquid and have no readily ascertainable market value. The book value of the collateral should not be relied on as a measure of realizable value for such assets. We cannot assure you that the collateral can be sold in a short period of time or at all, or that the proceeds from the sale or sales of all of such collateral would be sufficient to satisfy the amounts outstanding under the new notes and all of the obligations under our new senior secured revolving credit facility. If these proceeds are not sufficient to repay amounts outstanding under the new notes, then holders of the new notes, to the extent not repaid from the proceeds of the sale of the collateral, would only have unsecured claims against our remaining assets, which claims would rank equally with all of our general unsecured indebtedness and obligations, including trade payables.

        To the extent that liens securing obligations under our new senior secured revolving credit facility representing priority bank debt, pre-existing liens, liens permitted under the indenture and other rights, including liens on excluded assets, encumber any of the collateral securing the new notes and the guarantees, those parties have or may exercise rights and remedies with respect to the collateral that could adversely affect the value of the collateral and the ability of the collateral agent, the trustee under the indenture or the holders of the new notes to realize or foreclose on the collateral.

        There may not be sufficient collateral to pay off all amounts we may borrow under our new senior secured revolving credit facility, the new notes offered hereby and additional indebtedness that we may incur that would be secured on the same basis as the new notes offered hereby. Liquidating the collateral securing the new notes may not result in proceeds in an amount sufficient to pay any amounts due under the new notes after satisfying the obligations to pay any creditors with prior liens. If the proceeds of any sale of collateral are not sufficient to repay all amounts due on the new notes, the holders of the new notes (to the extent not repaid from the proceeds of the sale of the collateral) would have only a senior unsecured, unsubordinated claim against our and the subsidiary guarantors' remaining assets.

34

The new notes are effectively subordinated to the liabilities of our subsidiaries that do not guarantee the new notes and the assets of such non-guarantor subsidiaries will not be available as security for the new notes.

        Certain of our subsidiaries, including all of our non-U.S. branches and subsidiaries, will not guarantee the new notes. In addition, the assets of such non-guarantor branches and subsidiaries will not be available as security for the new notes. To the extent that any of our branches and subsidiaries do not guarantee the new notes, the new notes will be structurally subordinated to all existing and future obligations, including indebtedness, of such non-guarantor subsidiaries. The claims of creditors of the non-guarantor subsidiaries, including trade creditors, will have priority as to the assets of those subsidiaries. As of June 30, 2010, our subsidiaries that will not guarantee the new notes had approximately $3.1 million outstanding indebtedness.

We are a holding company and will depend on the business of our subsidiaries including PGS Onshore to satisfy our obligations under the new notes.

        Our revenue is primarily derived from our subsidiaries that own our assets and execute our seismic contracts. Our subsidiaries will conduct substantially all of the operations necessary to fund payments on the new notes and our other debt. Our ability to make payments on the new notes and other debt will depend on the cash flow of our subsidiaries and the payment by our subsidiaries of funds to us. The ability of our subsidiaries to make payments to us will depend on:

•

their earnings;

•

covenants contained in other agreements to which our subsidiaries are or may become subject;

•

business and tax considerations; and

•

applicable law, including local, state and federal laws regulating the payment of dividends and distributions.

        We cannot assure you that the operating results of our subsidiaries at any given time will be sufficient to make distributions or other payments to us or that any distributions and/or payments will be adequate to pay principal and interest, and any other payments, on our new notes and other debt when due.

Geokinetics' guarantee provides little, if any, additional credit support for the new notes.

        Geokinetics' primary source of income and cash flow is currently derived from its ownership of Geokinetics Holdings USA, and its primary asset is our capital stock. As a result, the guarantee by Geokinetics provides little, if any, additional credit support for the new notes.

Bankruptcy laws may significantly impair your rights to repossess and dispose of collateral securing the new notes.

        If a bankruptcy case were commenced by or against us prior to the repossession and disposition of collateral, the right of the collateral agent or the trustee to repossess and dispose of the collateral upon the occurrence of an event of default under the indenture is likely to be significantly impaired by applicable bankruptcy law. A voluntary bankruptcy case may be commenced by us or an involuntary bankruptcy case may be instituted against us by unsecured creditors.

        The "automatic stay" under applicable bankruptcy law prohibits secured creditors, such as the holders of the new notes and the lenders under our new senior secured revolving credit facility, from repossessing their security from a debtor in a bankruptcy case, or from disposing of collateral in their possession, without bankruptcy court approval. Moreover, applicable bankruptcy law permits the debtor to retain and use the collateral even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given "adequate protection."

35

        The meaning of the term "adequate protection" may vary according to circumstances, but it is generally intended to protect the value of the secured creditor's interest in the collateral from diminution as a result of the automatic stay during the pendency of the bankruptcy case. "Adequate protection" may include cash payments or the granting of additional security or replacement liens of such type, at such time and in such amounts as the bankruptcy court may determine. For example, the debtor could be permitted to use the funds in the note proceeds account if the debtor provided adequate protection for such use by granting replacement liens on other collateral, which might not consist of liquid assets.

        In view of the lack of a precise definition of the term "adequate protection," the broad discretionary powers of a bankruptcy court and the possible complexity of valuation issues, it is impossible to predict how long payments under the new notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent or the trustee could repossess or dispose of the collateral or whether or to what extent, through the requirement of "adequate protection," the holders of the new notes would be compensated for any delay in payment or loss of value of the collateral.

        Further, the holders of the new notes may receive in exchange for their claims a recovery that could be substantially less than the amount of their claims (potentially even nothing) and any such recovery could be in the form of cash, new debt instruments or some other security. Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the new notes, the holders of the new notes would have "undersecured claims" as to the difference. Applicable federal bankruptcy laws do not permit the payment or accrual of post-petition interest, costs and attorneys' fees for "undersecured claims" during the debtor's bankruptcy case.

        In addition, the collateral agent's or the trustee's ability to foreclose on the collateral on behalf of the holders of the new notes may be subject to lack of perfection, the consent of third parties, other liens, contractual restrictions, priority issues, state law requirements and practical problems associated with the enforcement of the collateral agent's or the trustee's security interest in the collateral securing the new notes.

        Factors that might bear on the recovery by the holders of the new notes in these circumstances, among others, would include:

•

a debtor in a bankruptcy case does not have the ability to compel performance of a "financial accommodation";

•

lenders with higher priority liens may seek, and perhaps receive, relief from the automatic stay to foreclose their respective liens; and

•

the cost and delay of developing a confirmed Chapter 11 plan could reduce the present value of revenues.

Contract rights under agreements serving as collateral for the new notes may be rejected in bankruptcy.

        Among other things, contract rights under certain of our agreements serve as collateral for the new notes. If a bankruptcy case were to be commenced by or against any counterparty to any of these agreements, it is possible that such agreement could be rejected by such counterparty (or a trustee appointed in such counterparty's bankruptcy case) pursuant to section 365 or section 1123 of the United States Bankruptcy Code and thus not be enforceable. Additionally, to the extent any rejected agreement constitutes a lease of real property where we are the lessor, our resulting claim for damages resulting from termination of such lease may be capped pursuant to section 502(b)(6) of the bankruptcy code.

36

        In addition, in a bankruptcy proceeding, the court would have broad discretion to order or approve transactions or acts that could disadvantage the holders of the new notes. For example, under certain circumstances, a bankruptcy court could approve, on terms unfavorable to us, third parties' motions for sales of collateral and require you to accept subordinated or other securities in exchange for the new notes. Regardless of the ultimate disposition of any of these or other motions or claims, we cannot assure you that during litigation of these issues our payments on the new notes would be paid in full or on time.

Federal and state statutes allow courts, under specific circumstances, to avoid guarantees and the liens securing such guarantees and to require noteholders to return payments received from us or the guarantors.

        Our creditors or the creditors of our guarantors could challenge the guarantees and the liens securing those guarantees as fraudulent conveyances or on other grounds. Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the delivery of the subsidiary guarantees and the grant of the liens securing the guarantees could be avoided as fraudulent transfers if a court determined that the applicable guarantor, at the time it incurred the indebtedness evidenced by its guarantee or granted its lien:

•

delivered the guarantee or granted the lien with the intent to hinder, delay or defraud its existing or future creditors; or

•

received less than reasonably equivalent value or did not receive fair consideration for the delivery of the guarantee and the incurrence of the lien, and that such guarantor:



(1)

was insolvent or rendered insolvent at the time it delivered the guarantee or granted the lien;



(2)

was engaged in a business or transaction for which such guarantor's remaining assets constituted unreasonably small capital; or



(3)

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

        If the guarantees were avoided or limited under fraudulent transfer or other laws, any claim you may make against us for amounts payable on the new notes would be effectively subordinated to all of the indebtedness and other obligations of our guarantors, including trade payables and any subordinated indebtedness. If the granting of liens to secure the guarantees were avoided or limited under fraudulent transfer or other laws, the guarantees could become unsecured claims to the extent of the avoidance or limitation, ranking equally with all general unsecured claims of the guarantors, or be voided altogether.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

•

if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and matured; or

•

it could not pay its debts as they became due.

        We cannot be sure what standard a court would apply in making these determinations or, regardless of the standard, that a court would not void the guarantees or that any guarantee would not be subordinated to a guarantor's other indebtedness.

37

Any additional guarantees or liens on collateral provided after the new notes are issued could also be voided as preferential transfers.

        The indenture governing the new notes will provide that certain future domestic restricted subsidiaries will guarantee the new notes and secure their guarantees with liens on their assets. The indenture will also require us to grant liens on certain assets that we and the existing guarantors acquire after the new notes are issued. If we or the guarantors provided new collateral for the new notes, and were insolvent at the time the lien was granted or commenced a bankruptcy within 90 days of when the lien was granted, the lien could be voided as a preferential transfer.

We are permitted to create unrestricted subsidiaries, which will not be subject to any of the covenants in the indenture, and we may not be able to rely on the cash flow or assets of those unrestricted subsidiaries to pay our indebtedness.

        Unrestricted subsidiaries will not be subject to the covenants under the indenture governing the new notes, and their assets will not be available as security for the new notes. Unrestricted subsidiaries may enter into financing arrangements that limit their ability to make loans or other payments to fund payments in respect of the new notes. Accordingly, we may not be able to rely on the cash flow or assets of unrestricted subsidiaries to pay any of our indebtedness, including the new notes.

We may not be able to fulfill our repurchase obligations with respect to the new notes upon a change of control.

        If we experience certain specific change of control events, we will be required to offer to repurchase all of our outstanding new notes at 101% of the principal amount of such new notes plus accrued and unpaid interest to the date of repurchase. We cannot assure you that we will have available funds sufficient to pay the change of control purchase price for any or all of the new notes that might be tendered in the change of control offer.

        The definition of change of control in the indenture governing the new notes offered hereby includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of "all or substantially all" of our and our restricted subsidiaries' assets, taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of new notes to require us to repurchase such new notes as a result of a sale, transfer, conveyance or other disposition of less than all of our and our restricted subsidiaries" assets taken as a whole to another person or group may be uncertain. In addition, a recent Delaware Chancery Court decision raised questions about the enforceability of provisions, which are similar to those in the indenture governing the new notes offered hereby, related to the triggering of a change of control as a result of a change in the composition of a board of directors. Accordingly, the ability of a holder of new notes to require us to repurchase new notes as a result of a change in the composition of our board of directors may be uncertain.

        In addition, our new senior secured revolving credit facility will contain, and any future credit agreement likely will contain, restrictions or prohibitions on our ability to repurchase the new notes under certain circumstances. If these change of control events occur at a time when we are prohibited from repurchasing the new notes, we may seek the consent of our lenders to purchase the new notes or could attempt to refinance the borrowings that contain these prohibitions or restrictions. If we do not obtain our lenders' consent or refinance these borrowings, we will not be able to repurchase the new notes. Accordingly, the holders of the new notes may not receive the change of control purchase price for their new notes in the event of a sale or other change of control, which will give the trustee and the holders of the new notes the right to declare an event of default and accelerate the repayment of the

38

new notes. See "Description of New Notes—Repurchase at the Option of Holders—Change of Control."

There are circumstances other than repayment or discharge of the new notes under which the collateral securing the new notes will be released automatically, without your consent or the consent of the collateral agent or the trustee.

        Under various circumstances, collateral securing the new notes will be released automatically, including:

•

a sale, transfer or other disposal of such collateral in a transaction not prohibited under the indenture and the collateral documents, including the collateral agency agreement and the intercreditor agreement;

•

with respect to collateral that is capital stock, upon the dissolution of the issuer of that capital stock in accordance with the indenture;

•

with respect to any accounts and related rights of any obligor subject to any monetization or securitization transaction, provided, that such transaction does not violate the terms of any collateral document;

•

unless there is a continuing default and the collateral agent shall have received notice to the contrary, upon withdrawal from any accounts by any obligor in accordance with the applicable collateral document

•

with respect to amounts distributed by the collateral agent pursuant to, and in accordance with the provisions of the intercreditor agreement, upon such distribution; and

•

with respect to collateral held by a guarantor, upon the release of the guarantor from its guarantee in accordance with the indenture or any collateral document.

        In addition, the guarantee of a subsidiary guarantor will be automatically released in connection with a sale of that subsidiary guarantor if the sale is in accordance with the indenture and the obligations of the subsidiary guarantor under our new senior secured revolving credit facility and any of our other indebtedness terminate upon that sale.

        The indenture will also permit us to designate one or more of our restricted subsidiaries that is a guarantor of the new notes as an unrestricted subsidiary. If we designate a subsidiary guarantor as an unrestricted subsidiary for purposes of the indenture, all of the liens on any collateral owned by that subsidiary or any of its subsidiaries and any guarantees of the new notes by that subsidiary or any of its subsidiaries will be released under the indenture.

Rights of holders of new notes in the collateral may be adversely affected by the failure to perfect security interests in collateral.

        Applicable law requires that a security interest in certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. The liens on the collateral securing the new notes may not be perfected with respect to the claims of the new notes if the collateral agent or the trustee is not able to or does not take the actions necessary to perfect any of such liens. In addition, applicable law requires that certain property and rights acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the collateral agent or the trustee will monitor, or that we will inform such collateral agent or the trustee of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The collateral agent and the trustee have no obligation to identify or take actions necessary to perfect liens or to monitor the acquisition of

39

additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest in favor of the new notes against third parties. To the extent that the security interests created by the security documents with respect to any collateral are not perfected, the collateral agent's rights will be equal to the rights of general unsecured creditors in the event of a bankruptcy.

The collateral is subject to casualty risks.

        We will be obligated to maintain insurance pursuant to the terms of the indenture and the collateral documents. However, there are certain losses that may be either uninsurable or not economically insurable, in whole or in part, or against which we may not obtain adequate insurance. As a result, it is possible that insurance proceeds will not compensate us fully for our losses. If there is a total or partial loss of any of the collateral, we cannot assure you that any insurance proceeds received by us will be sufficient to satisfy all of our secured obligations, including the new notes.

An adverse rating of the new notes may cause their trading price to fall.

        If a rating agency rates the new notes, it may assign a rating that is lower than the rating expected by the noteholders. Ratings agencies also may lower ratings on the new notes or any of our other debt in the future. If rating agencies assign a lower than-expected rating or reduce, or indicate that they may reduce, their ratings of our debt in the future, the trading price of the new notes could significantly decline.

The new notes will be issued with original issue discount for United States federal income tax purposes.

        The new notes will be issued with original issue discount ("OID"). Accordingly, U.S. Holders (as defined under "Certain United States Federal Income Tax Considerations") will be required to include the OID in gross income as it accrues for U.S. federal income tax purposes in advance of the receipt of any payment on the new notes to which the income is attributable, regardless of their method of accounting for U.S. federal income tax purposes. See "Certain United States Federal Income Tax Considerations—Original Issue Discount."

40

THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

        In connection with the sale of the old notes, we entered into a registration rights agreement with the initial purchasers of the old notes, pursuant to which we agreed to file and to use our reasonable best efforts to cause to be declared effective by the SEC a registration statement with respect to the exchange of the old notes for the new notes. We are making the exchange offer to fulfill our contractual obligations under that agreement. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

        Pursuant to the exchange offer, we will issue the new notes in exchange for old notes. The terms of the new notes are identical in all material respects to those of the old notes, except that the new notes (1) have been registered under the Securities Act and therefore will not be subject to certain restrictions on transfer applicable to the old notes and (2) will not have registration rights or provide for any increase in the interest rate related to the obligation to register. See "Description of New Notes" and "Description of Old Notes" for more information on the terms of the respective notes and the differences between them.

        We are not making the exchange offer to, and will not accept tenders for exchange from, holders of old notes in any jurisdiction in which an exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. Unless the context requires otherwise, the term "holder" means any person in whose name the old notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose old notes are held of record by The Depository Trust Company, or DTC, who desires to deliver such old notes by book-entry transfer at DTC.

        We make no recommendation to the holders of old notes as to whether to tender or refrain from tendering all or any portion of their old notes pursuant to the exchange offer. In addition, no one has been authorized to make any such recommendation. Holders of old notes must make their own decision whether to tender pursuant to the exchange offer and, if so, the aggregate amount of old notes to tender after reading this prospectus and the letter of transmittal and consulting with their advisers, if any, based on their own financial position and requirements.

Terms of the Exchange

        Upon the terms and conditions described in this prospectus and in the accompanying letter of transmittal, which together constitute the exchange offer, we will accept for exchange old notes which are properly tendered at or before the expiration time and not withdrawn as permitted below. As of the date of this prospectus, $300 million aggregate principal amount of old notes are outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about the date on the cover page of the prospectus to all holders of old notes known to us. Old notes tendered in the exchange offer must be in denominations of principal amount of $2,000 and any integral multiples of $1,000 in excess thereof.

        Our acceptance of the tender of old notes by a tendering holder will form a binding agreement between the tendering holder and us upon the terms and subject to the conditions provided in this prospectus and in the accompanying letter of transmittal.

Expiration, Extension and Amendment

        The expiration time of the exchange offer is 5:00 p.m,New York City time on            , 2010. However, we may, in our sole discretion, extend the period of time for which the exchange offer is open and set a later expiration date. The term "expiration time" as used herein means the latest time and date to which we extend the exchange offer. If we decide to extend the exchange offer period, we

41

will then delay acceptance of any old notes by giving written notice of an extension to the holders of old notes as described below. During any extension period, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange will be returned to the tendering holder after the expiration or termination of the exchange offer.

        Our obligation to accept old notes for exchange in the exchange offer is subject to the conditions described below under "—Conditions to the Exchange Offer." We may decide to waive any of the conditions in our discretion. Furthermore, we reserve the right to amend or terminate the exchange offer, and to not accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified below under the same heading. We will give written notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable. If we materially change the terms of the exchange offer, we will resolicit tenders of the old notes, file a post-effective amendment to the prospectus and provide notice to you. If the change is made less than five business days before the expiration of the exchange offer, we will extend the offer so that the holders have at least five business days to tender or withdraw. We will notify you of any extension by means of a press release or other public announcement no later than             , 2010, the first business day after the previously scheduled expiration time.

Procedures for Tendering

Valid Tender

        Except as described below, a tendering holder must, prior to the expiration time, transmit to U.S. Bank National Association, the exchange agent, at the address listed under the heading "—Exchange Agent":

•

a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal; or

•

if old notes are tendered in accordance with the book-entry procedures listed below, an agent's message.

        In addition, a tendering holder must:

•

deliver certificates, if any, for the old notes to the exchange agent at or before the expiration time; or

•

deliver a timely confirmation of book-entry transfer of the old notes into the exchange agent's account at DTC, the book-entry transfer facility, along with the letter of transmittal or an agent's message; or

•

comply with the guaranteed delivery procedures described below.

        The term "agent's message" means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, that states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this holder.

        If the letter of transmittal is signed by a person other than the registered holder of old notes, the letter of transmittal must be accompanied by a written instrument of transfer or exchange in satisfactory form duly executed by the registered holder with the signature guaranteed by an eligible institution. The old notes must be endorsed or accompanied by appropriate powers of attorney. In either case, the old notes or such powers of attorney must be signed exactly as the name of any registered holder appears on the old notes.

42

        If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.

        By tendering old notes pursuant to the exchange offer, each holder will represent to us that, among other things, the new notes are being acquired in the ordinary course of business of the person receiving the new notes, whether or not that person is the holder, and neither the holder nor the other person has any arrangement or understanding with any person to participate in the distribution of the new notes. In the case of a holder that is not a broker-dealer, that holder, by tendering old notes pursuant to the exchange offer, will also represent to us that the holder is not engaged in and does not intend to engage in a distribution of the new notes.

        The method of delivery of old notes, letters of transmittal and all other required documents is at your election and risk. If the delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send letters of transmittal or old notes to us.

        If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC's book-entry transfer facility system may make book-entry delivery of the old notes by causing DTC to transfer the old notes into the exchange agent's account, including by means of DTC's Automated Tender Offer Program.

Signature Guarantees

        Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed, unless the old notes surrendered for exchange are tendered:

•

by a registered holder of the old notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal, or

•

for the account of an "eligible institution."

        If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an "eligible institution." An "eligible institution" is an "eligible guarantor institution" meeting the requirements of the registrar for the notes, which requirements include membership or participation in the Security Transfer Agent Medallion Program, or STAMP, or such other "signature guarantee program" as may be determined by the registrar for the notes in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

Book-Entry Transfer

        The exchange agent will make a request to establish an account for the old notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC's systems must make book-entry delivery of old notes by causing DTC to transfer those old notes into the exchange agent's account at DTC in accordance with DTC's procedure for transfer. The participant should transmit its acceptance to DTC at or prior to the expiration time or comply with the guaranteed delivery procedures described below. DTC will verify this acceptance, execute a book-entry transfer of the tendered old notes into the exchange agent's account at DTC and then send to the exchange agent confirmation of this book-entry transfer. The confirmation of this book-entry transfer will include an agent's message confirming that DTC has received an express acknowledgment from this participant that this participant has received and agrees

43

to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this participant.

        Delivery of new notes issued in the exchange offer may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile of it or an agent's message, with any required signature guarantees and any other required documents, must:

•

be transmitted to and received by the exchange agent at the address listed under "—Exchange Agent" at or prior to the expiration time; or

•

comply with the guaranteed delivery procedures described below.

        Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent.

Guaranteed Delivery

        If a registered holder of old notes desires to tender the old notes, and the old notes are not immediately available, or time will not permit the holder's old notes or other required documents to reach the exchange agent before the expiration time, or the procedure for book-entry transfer described above cannot be completed on a timely basis, a tender may nonetheless be made if:

•

the tender is made through an eligible institution;

•

prior to the expiration time, the exchange agent received from an eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery:



1.

stating the name and address of the holder of old notes and the amount of old notes tendered;



2.

stating that the tender is being made; and



3.

guaranteeing that within three New York Stock Exchange trading days after the expiration time, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or an agent's message, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•

the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or an agent's message, and all other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the expiration time.

Determination of Validity

        We will determine in our sole discretion all questions as to the validity, form and eligibility of old notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding. We reserve the right to reject any particular old note not properly tendered or of which our acceptance might, in our judgment or our counsel's judgment, be unlawful. We also reserve the right to waive any defects or irregularities or conditions of the exchange offer as to any particular old note either before or after the expiration time, including the right to waive the ineligibility of any tendering holder. Our interpretation of the terms and conditions of the exchange offer as to any particular old note either before or after the expiration time, including the letter of transmittal and the instructions to the letter

44

of transmittal, shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within a reasonable period of time.

        Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity in any tender of old notes. Moreover, neither we, the exchange agent nor any other person will incur any liability for failing to give notification of any defect or irregularity.

Acceptance of Old Notes for Exchange; Issuance of New Notes

        Upon the terms and subject to the conditions of the exchange offer, we will accept, promptly after the expiration time, all old notes properly tendered. We will issue the new notes promptly after acceptance of the old notes. For purposes of the exchange offer, we will be deemed to have accepted properly tendered old notes for exchange when, as and if we have given written notice to the exchange agent.

        In all cases, issuance of new notes for old notes will be made only after timely receipt by the exchange agent of:

•

certificates for the old notes, or a timely book-entry confirmation of the old notes, into the exchange agent's account at the book-entry transfer facility;

•

a properly completed and duly executed letter of transmittal or an agent's message; and

•

all other required documents.

        Unaccepted or non-exchanged old notes will be returned without expense to the tendering holder of the old notes. In the case of old notes tendered by book-entry transfer in accordance with the book-entry procedures described above, the non-exchanged old notes will be credited to an account maintained with DTC as promptly as practicable after the expiration or termination of the exchange offer. For each old note accepted for exchange, the holder of the old note will receive a new note having a principal amount equal to that of the surrendered old note.

Interest Payments on the New Notes

        The new notes will bear interest from the date of original issuance of the old notes or, if interest has already been paid on the old notes, from the date interest was most recently paid. Accordingly, registered holders of new notes on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the most recent date through which interest has been paid. Old notes accepted for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Holders of old notes whose old notes are accepted for exchange will not receive any payment for accrued interest on the old notes otherwise payable on any interest payment date the record date for which occurs on or after completion of the exchange offer and will be deemed to have waived their rights to receive the accrued interest on the old notes.

Withdrawal Rights

        Tenders of old notes may be withdrawn at any time before the expiration time.

45

        For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, indicated under "—Exchange Agent" before the expiration time. Any notice of withdrawal must:

•

specify the name of the person, referred to as the depositor, having tendered the old notes to be withdrawn;

•

identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of the old notes;

•

contain a statement that the holder is withdrawing its election to have the old notes exchanged;

•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the old notes register the transfer of the old notes in the name of the person withdrawing the tender; and

•

specify the name in which the old notes are registered, if different from that of the depositor.

        If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of these certificates the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and signed notice of withdrawal with signatures guaranteed by an eligible institution, unless this holder is an eligible institution. If old notes have been tendered in accordance with the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old notes.

        Any old notes properly withdrawn will be deemed not to have been validly tendered for exchange. New notes will not be issued in exchange unless the old notes so withdrawn are validly re-tendered. Properly withdrawn old notes may be re-tendered by following the procedures described under "—Procedures for Tendering" above at any time at or before the expiration time.

        We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal.

Conditions to the Exchange Offer

        Notwithstanding any other provisions of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to exchange, any old notes for any new notes, and, as described below, may terminate the exchange offer, whether or not any old notes have been accepted for exchange, or may waive any conditions to or amend the exchange offer, if any of the following conditions has occurred or exists:

•

there shall occur a change in the current interpretation by the staff of the SEC, which now permits the new notes issued pursuant to the exchange offer in exchange for old notes to be offered for resale, resold and otherwise transferred by the holders (other than broker-dealers and any holder which is an affiliate) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such new notes are acquired in the ordinary course of such holders' business and such holders have no arrangement or understanding with any person to participate in the distribution of the new notes;

•

any action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency or body with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

•

any law, statute, rule or regulation shall have been adopted or enacted which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

46

•

a banking moratorium shall have been declared by United States federal or New York State authorities which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

•

trading on the New York Stock Exchange or generally in the United States over-the-counter market shall have been suspended by order of the SEC or any other governmental authority which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

•

an attack on the United States, an outbreak or escalation of hostilities or acts of terrorism involving the United States, or any declaration by the United States of a national emergency or war shall have occurred;

•

a stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement of which this prospectus is a part or proceedings shall have been initiated or, to our knowledge, threatened for that purpose or any governmental approval has not been obtained, which approval we shall, in our sole discretion, deem necessary for the consummation of the exchange offer; or

•

any change, or any development involving a prospective change, in our business or financial affairs or any of our subsidiaries has occurred which is or may be adverse to us or we shall have become aware of facts that have or may have an adverse impact on the value of the old notes or the new notes, which in our sole judgment in any case makes it inadvisable to proceed with the exchange offer and/or with the acceptance for exchange or with the exchange.

        If we determine in our sole discretion that any of the foregoing events or conditions has occurred or exists, we may, subject to applicable law, terminate the exchange offer, whether or not any old notes have been accepted for exchange, or may waive any such condition or otherwise amend the terms of the exchange offer in any respect. See "—Expiration, Extension and Amendment" above.

Resales of New Notes

        Based on interpretations by the staff of the SEC, as described in no-action letters issued to third parties, we believe that new notes issued in the exchange offer in exchange for old notes may be offered for resale, resold or otherwise transferred by holders of the old notes without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•

the new notes are acquired in the ordinary course of the holders' business;

•

the holders have no arrangement or understanding with any person to participate in the distribution of the new notes; and

•

the holders are not "affiliates" of ours within the meaning of Rule 405 under the Securities Act.

        However, the SEC has not considered the exchange offer described in this prospectus in the context of a no-action letter. We cannot assure you that the staff of the SEC would make a similar determination with respect to the exchange offer as in the other circumstances. Each holder who wishes to exchange old notes for new notes will be required to represent that it meets the above three requirements.

        Any holder who is an affiliate of ours or who intends to participate in the exchange offer for the purpose of distributing new notes or any broker-dealer who purchased old notes directly from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act:

•

may not rely on the applicable interpretations of the staff of the SEC mentioned above;

•

will not be permitted or entitled to tender the old notes in the exchange offer; and

47

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        Each broker-dealer that receives new notes for its own account in exchange for old notes, where such securities were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution."

        In addition, to comply with state securities laws, the new notes may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification, with which there has been compliance, is available. The offer and sale of the new notes to "qualified institutional buyers," as defined under Rule 144A of the Securities Act, is generally exempt from registration or qualification under the state securities laws. We currently do not intend to register or qualify the sale of new notes in any state where an exemption from registration or qualification is required and not available.

Exchange Agent

        U.S. Bank National Association has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal and any other required documents should be directed to the exchange agent at the address or facsimile number set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

U.S. Bank Specialized Finance Group
West Side Flats Operations Center
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Lori Buckles
Facsimile: (651) 495-8158

        Delivery of the letter of transmittal to an address other than as set forth above or transmission of the letter of transmittal via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery of the letter of transmittal. Delivery of documents to The Depository Trust Company does not constitute delivery to the exchange agent.

Regulatory Approval

        Other than the federal securities laws, there are no federal or state regulatory requirements that we must comply with and there are no approvals that we must obtain in connection with the exchange offer.

Fees and Expenses

        We have agreed to pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of old notes, and in handling or tendering for their customers. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

        Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes on the exchange. If, however, new notes are to be delivered to, or are to be issued in the name of, any

48

person other than the registered holder of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Accounting Treatment

        We will record the new notes at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes. The expenses of the exchange offer will be amortized over the term of the new notes.

49

USE OF PROCEEDS

        We will not receive proceeds from the issuance of the new notes offered hereby. In consideration for issuing the new notes in exchange for old notes as described in this prospectus, we will receive old notes of like principal amount. The old notes surrendered in exchange for the new notes will be retired and canceled.

50

CAPITALIZATION

        The following table sets forth our cash and cash equivalents and consolidated capitalization as of June 30, 2010. This table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as our financial statements and the pro forma financial information in our Annual Report on Form 10-K/A for the year ended December 31, 2009 and our Quarterly Report on Form 10-Q/A and Form 10-Q for the quarterly periods ended March 31, 2010 and June 30, 2010, respectively.

		As of June 30, 2010
		(In Thousands)
Cash and cash equivalents		$	40,814
Debt:
	New senior secured revolving credit facility		9,000
	Senior secured notes offered hereby (net of discounts)		294,899
	Mandatorily redeemable preferred stock		32,220
Total debt			376,933
	Capital leases and foreign lines of credit		3,060
Total debt including capital leases			379,993
Mezzanine equity, less $5.3 million discount			70,815
Shareholders' equity			97,139
	Total capitalization	$	547,947

51

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The information presented below for the years ended December 31, 2005 through 2009 has been derived from our audited consolidated financial statements. The information for the six month periods ended June 30, 2009 and 2010 has been derived from our unaudited consolidated financial statements and, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation. You should read the financial information presented below in conjunction with our consolidated financial statements and accompanying notes, as well as management's discussion and analysis of results of operations and financial condition in our Annual Report on Form 10-K/A for the year ended December 31, 2009 and our Quarterly Report on

52

Form 10-Q/A and Form 10-Q for the quarterly periods ended March 31, 2010 and June 30, 2010, respectively.

			Years ended December 31,															Six months ended June 30,
			2005			2006			2007			2008			2009			2009			2010
			($ in thousands, except per share data)
Statement of Operations data:
Revenue:
	Seismic acquisition and related activities		$	58,177		$	217,997		$	345,903		$	462,416		$	490,023		$	286,459		$	201,701
	Data processing			3,998			7,186			10,848			12,022			10,683			5,300			4,842
Multi-client library				—			—			926			160			10,260			—			18,753
		Total revenue	$	62,175		$	225,183		$	357,677		$	474,598		$	510,966		$	291,759		$	225,296
Expenses:
	Seismic acquisition and related activities		$	51,017		$	177,009		$	280,238		$	361,377		$	361,525		$	206,307		$	181,381
	Data processing			6,335			8,780			10,562			8,861			8,641			4,410			4,870
	Depreciation and amortization			1,481			12,965			32,352			48,990			56,921			25,363			44,202
	General and administrative			3,406			17,525			35,717			39,341			53,791			25,907			41,041
		Total expenses	$	62,239		$	216,279		$	358,869		$	458,569		$	480,878		$	261,987		$	271,494
Loss on disposal of property and equipment				—			(798	)		(1,556	)		(1,255	)		(3,759	)		(736	)		(1,049	)
Gain on insurance claims				—			2,145			2,128			1,125			—			—			—
Income (loss) from operations				(64	)		10,251			(620	)		15,899			26,329			29,036			(47,247	)
Other income (expense):
	Interest income			116			479			1,017			815			242			186			952
	Interest expense			(474	)		(11,298	)		(9,265	)		(6,991	)		(6,213	)		(3,280	)		(19,971	)
	Gain (loss) from change in fair value of derivative liabilities			—			—			—			—			(7,324	)		(4,629	)		4,822
	Loss on redemption of floating rate notes			—			—			(6,936	)		—			(2,910	)		—			(2,517	)
	Warrant expense			(1,386	)		(376	)		—			—			—			—			—
	Foreign exchange gain (loss)			—			(231	)		1,574			835			680			129			(819	)
	Other, net			(63	)		233			546			(304	)		113			97			546
		Total other expenses, net		(1,807	)		(11,193	)		(13,064	)		(5,645	)		(15,412	)		(7,497	)		(16,987	)
Income (loss) before income taxes			$	(1,871	)	$	(942	)	$	(13,684	)	$	10,254		$	10,917		$	21,539		$	(64,234	)
Provision for income taxes				51			3,234			2,252			9,268			23,252			16,799			2,314
Net income (loss)			$	(1,922	)	$	(4,176	)	$	(15,936	)	$	986		$	(12,335	)	$	4,740		$	(66,548	)
Returns to preferred stockholder:
	Beneficial conversion charge			—			—			—			—			(9,059	)		—			—
	Dividends and accretion costs			(159	)		(206	)		(4,866	)		(6,325	)		(12,731	)		(4,798	)		(4,208	)
Income (loss) applicable to common stockholders			$	(2,081	)	$	(4,382	)	$	(20,802	)	$	(5,339	)	$	(34,125	)	$	(58	)	$	(70,756	)
Income (loss) per common share:
	Basic and Diluted		$	(0.09	)	$	(0.81	)	$	(2.44	)	$	(0.51	)	$	(3.14	)	$	(0.01	)	$	(4.12	)

53

	December 31,											June 30,
	2005			2006		2007		2008		2009		2009		2010
	($ in thousands)
Balance sheet data (end of period):
Total assets		74,723			299,633		354,321		439,716		771,690		453,688		711,901
Current portion of long-term debt and capital lease obligations		9,078			3,552		19,560		33,096		68,256		30,361		1,503
Long-term debt and capital leases, net of current portion		8,297			113,617		60,352		57,850		296,601		47,373		305,456
Manditorily redeemable preferred stock		—			—		—		—		32,104		—		32,220
Mezzanine equity		25,648			56,077		60,926		94,862		66,976		91,383		70,815
Total stockholder's equity (deficit)		(1,150	)		28,595		130,965		129,680		145,330		137,123		97,139

54

DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Revolving Credit Facility

        On February 12, 2010, we entered into a senior secured revolving credit facility with Royal Bank of Canada, the proceeds of which, together with letters of credit permitted to be issued thereunder, will be used to provide for ongoing working capital and other general corporate purposes. The initial extension of credit under the senior secured revolving credit facility is subject to satisfaction of certain customary conditions precedent for similar facilities including, without limitation, negotiation and execution of customary facilities documentation. The senior secured revolving credit facility will be syndicated to a syndicate of lenders (including Royal Bank of Canada) arranged by Royal Bank of Canada. Pricing for the senior secured revolving credit facility is a floating rate based on the greater of: (i) 3% per year, (ii) Prime Rate, (iii) 0.5% above the Federal Funds Rate, or iv) 1% above one month LIBOR; plus an applicable margin from 4.5% to 6.5% depending on the Company's total leverage ratio. The rate was 7.5% at June 30, 2010. Commitment fees will also be payable to the lenders at an initial rate of 1.0% per annum and thereafter, following the first full fiscal quarter after the closing date, subject to a pricing grid based on facility usage. The senior secured revolving facility was issued with upfront fees to committing lenders of 2.0% of the principal amount of their respective commitments.

        Financial covenants include a maximum total leverage ratio of 8.6 and an interest coverage ratio of 1.0 at June 30, 2010 and 6.3 and 2.25 respectively at September 30, 2010. In addition, at September 30, 2010, a fixed charge coverage ratio may not be less than 1.0. The RBC Facility also contains restrictions on liens, investments, indebtedness, mergers and acquisitions, dispositions, certain payments, and other specific transactions. As of June 30, 2010, the Company was in compliance with these covenants. The outstanding balance of this revolving credit facility was $9.0 million as of June 30, 2010 and $21.0 million as of August 6, 2010.

        The senior secured revolving credit facility is jointly and severally guaranteed on a senior secured basis by our parent corporation, Geokinetics, and each of Geokinetics' existing domestic wholly-owned subsidiaries and any of its future domestic wholly-owned subsidiaries (excluding U.S. subsidiaries of non-U.S. subsidiaries), subject to exceptions for certain immaterial subsidiaries to be agreed upon. The senior secured revolving credit facility and the guarantees will be our senior secured obligations and will rank equally in right of payment with all of our and our subsidiary guarantors existing and future senior debt, senior in right of payment to all of our and our subsidiary guarantors existing and future subordinated indebtedness and effectively senior to all of our and our guarantors' unsecured debt to the extent of the value of the collateral securing the notes and the guarantees. The senior secured revolving credit facility and the guarantees will be secured, along with indebtedness under the new notes and certain other indebtedness by liens, subject to permitted liens, on substantially all of our assets and the assets of the guarantors, including mortgages on our and our guarantors, seismic equipment and data libraries. Pursuant to an intercreditor agreement, amounts received upon sale of collateral following an event of default will be applied first to repay indebtedness under the senior secured revolving credit facility, and then to indebtedness under the new notes and any other indebtedness then secured by such collateral.

        Availability under the senior secured revolving credit facility will be subject to compliance with customary terms, conditions, representations and warranties and covenants, including the maintenance of certain financial covenants. The financial covenants will include a total leverage ratio, an interest coverage ratio and a fixed charge coverage ratio. In addition, the senior secured revolving credit facility will require mandatory prepayments (but without corresponding commitment reductions) from the proceeds of certain asset sales (subject to customary reinvestment rights), certain debt or equity issuances and receipts of extraordinary amounts. Voluntary prepayments and commitment reductions will be permitted at any time upon minimum notice periods to be agreed. As further described in Risk

55

Factors above, we are currently in discussions to amend the facility or receive a waiver to address probable non-compliance with covenants required at the September 30, 2010 measurement date. There can be no assurance that we will be successful in doing so on commercially reasonable terms, if at all.

        We had outstanding borrowings of $9.0 million as of June 30, 2010 and $21.0 million as of August 6, 2010, under this facility.

Mandatorily Redeemable Series C Preferred Stock

        Upon the closing of the common stock offering, we exchanged our series B-2 preferred stock for a new series of preferred stock. This series C preferred stock was issued to Avista, and has an aggregate liquidation preference of $32.8 million which is equal to the liquidation preference of the series B-2 preferred stock on the date shares were exchanged. The series C preferred stock will accrue dividends at a rate of 2% in excess of the interest rate of the new notes offered hereby. Dividends may be paid in kind or may accrue, at the election of Avista, until one year after the maturity date of the notes, but no later than March 15, 2016. Accrued dividends are cumulative compounding quarterly. We will be required to redeem the preferred stock, if requested by Avista, one year after the maturity date of the new notes, but no later than March 15, 2016. The series C preferred stock is not convertible or exchangeable for our common stock.

        As long as at least 100,000 shares of series C preferred stock are outstanding, we may not do any of the following without the prior consent of the holders of a majority of the outstanding shares of series C preferred stock:

•

amend our certificate of incorporation;

•

pay dividends on our common stock;

•

sell all or substantially all of our assets;

•

reclassify our outstanding common stock;

•

engage in certain related party transactions;

•

issue shares of parity or senior preferred stock; or

•

change the size of our board of directors.

Capital Lease Obligations

        We paid off substantially all existing capital leases as part of the PGS Onshore acquisition. As of June 30, 2010, we had four equipment lease agreements in Brazil with terms of 36 months at a rate of 10.1% per year. The balance was approximately $1.6 million.

56

DESCRIPTION OF NEW NOTES

        The Company issued the old notes and will issue the new notes pursuant to an Indenture (the "Indenture"), dated as of December 23, 2009, by and among the Company, the Initial Guarantors (as defined therein) and U.S. Bank National Association, as trustee (the "Trustee"). The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The notes are subject to all such terms, and you should refer to the Indenture and the Trust Indenture Act for a statement thereof. As used in this "Description of New Notes," except as otherwise specified, the term "Notes" means the new notes, the old notes and any additional notes that may be issued under the Indenture. All such notes will vote together as a single class for all purposes of the Indenture.

        The following description is a summary of the material provisions of the Indenture and the Security Documents. It does not restate those agreements in their entirety. We urge you to read the Indenture and the Security Documents because they, and not this description, define your rights as holders of the Notes. Anyone who receives this prospectus may obtain a copy of the Indenture, the Registration Rights Agreement and the Security Documents without charge by writing to U.S. Bank National Association, 5555 San Felipe Street, Suite 1150, Houston, Texas 77056, Attention: Steven A. Finklea.

        You can find the definitions of certain terms used in this description below under the caption "—Certain Definitions." Certain defined terms used in this description but not defined below under the caption "—Certain Definitions" have the meanings assigned to them in the Indenture. In this description, the word "Company" refers only to Geokinetics Holdings USA, Inc. and not to any of its subsidiaries, and the word "Parent" refers only to Geokinetics Inc. and not to any of its subsidiaries.

        The registered Holder of a note will be treated as its owner for all purposes. Only registered Holders of notes will have rights under the Indenture and the Collateral Trust Agreement.

Brief Description of the Notes

        The Notes will be:

•

general obligations of the Company, secured by first priority security interest over the Collateral (as described below under "—Collateral and Security");

•

equal in right of payment to all existing and future Indebtedness of the Company that is not subordinated in right of payment to the Notes;

•

senior in right of payment to all of the Company's existing and future Indebtedness that is subordinated in right of payment to the Notes;

•

upon completion of the Acquisition, unconditionally guaranteed by the Guarantors;

•

effectively senior to all of the Company's existing and future Indebtedness that is either secured by Liens that rank junior to the Liens securing the Notes or unsecured, with respect to and to the extent of the value of the Collateral;

•

effectively subordinated to all existing and any future secured Indebtedness of the Company with respect to and to the extent of the assets (other than the Collateral) securing such Indebtedness, and to all existing and any future liabilities (including trade payables) of the Parent's Subsidiaries that are not Guarantors (other than the Company), with respect to and to the extent of the assets of such Subsidiaries; and

•

effectively subordinated pursuant to the Intercreditor Agreement to all of the Company's Priority Bank Debt, to the extent secured by the Collateral.

57

        As of June 30, 2010 the Company and the Guarantors had $336.2 million of consolidated unsubordinated Indebtedness outstanding, consisting of $303.9 million of the Notes and $32.2 million of Mandatorily Redeemable Series C Preferred Stock.

        As of the date of the Indenture, all of the Parent's Subsidiaries, including the Company, will be "Restricted Subsidiaries." However, under the circumstances described below under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," the Parent will be permitted to designate certain of its Subsidiaries as "Unrestricted Subsidiaries." Any Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the Indenture and will not guarantee the Notes. In addition, the Note Guarantees may be released in certain circumstances. See "—Certain Covenants—Guarantees." In the event of a bankruptcy, liquidation or reorganization of any of the Parent's non-guarantor Subsidiaries, the non-guarantor Subsidiaries, other than the Company, will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Company.

Principal, Maturity and Interest

        The Indenture provides for the issuance by the Company of Notes with an unlimited principal amount, of which up to $300 million aggregate principal amount of old notes is currently outstanding which may be exchanged for new notes issued under the Indenture in this exchange offer. The Company may issue additional notes (the "Additional Notes") from time to time after this exchange offering. Any offering of Additional Notes is subject to the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness" and "—Certain Covenants—Liens." The Notes and any Additional Notes subsequently issued under the Indenture would be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Company will issue Notes in denominations of $2,000 and integral multiples of $1,000. The Notes will mature on December 15, 2014.

        Interest on the new Notes will compound semi-annually and:

•

accrue at the rate of 9.75% per annum;

•

accrue from the date of original issuance or, if interest has already been paid, from the most recent interest payment date;

•

be payable in cash semi-annually in arrears on December 15 and June 15, commencing on June 15, 2010;

•

be payable to the Holders of record on December 1 and June 1 immediately preceding the related interest payment dates; and

•

be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

        If a Holder has given wire transfer instructions to the Company, the Company will pay all principal, interest and premium and Additional Interest, if any, on that Holder's Notes in accordance with those instructions. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within The City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

Paying Agent and Registrar for the Notes

        The Trustee will initially act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders, and the Parent or any of its Subsidiaries may act as Paying Agent or Registrar.

58

Transfer and Exchange

        A Holder may transfer or exchange Notes in accordance with the Indenture and the procedures described in "Notice to Investors." The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

        The registered Holder of a Note will be treated as the owner of it for all purposes.

Note Guarantees

        Upon completion of the Acquisition, the Notes will be guaranteed, jointly and severally, by the Parent and all of the Domestic Subsidiaries of the Parent, other than the Company. Each Note Guarantee will be:

•

a general obligation of the Guarantor, secured by first priority security interest over the Collateral (as described below under "—Collateral and Security");

•

equal in right of payment to all of the Guarantor's existing and future Indebtedness that is not subordinated in right of payment to its Note Guarantee;

•

senior in right of payment to all existing and future Indebtedness of the Guarantor that is subordinated in right of payment to its Note Guarantee;

•

effectively senior to all of the Guarantor's existing and future Indebtedness that is either secured by Liens that rank junior to the Liens securing the Guarantee or unsecured, with respect to and to the extent of the value of the Collateral; and

•

effectively subordinated to all existing and any future secured Indebtedness of the Guarantor with respect to and to the extent of the assets (other than the Collateral) securing such Indebtedness, and to all existing and any future liabilities (including trade payables) of the Parent's Subsidiaries other than the Company and the Subsidiary Guarantors, with respect to and to the extent of the assets of such Subsidiaries;

•

effectively subordinated pursuant to the Intercreditor Agreement to all of the Guarantor's Priority Bank Debt Obligations, to the extent secured by the Collateral.

        The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Related to the Notes—Federal and state statutes allow courts, under specific circumstances, to avoid guarantees and the liens securing such guarantees and to require noteholders to return payments received from us or the guarantors."

        Note Guarantees of the Subsidiary Guarantors may be released in certain circumstances. See "—Certain Covenants—Guarantees."

Collateral and Security

        The Notes, the Note Guarantees, all obligations under any future Priority Lien Debt and all other Priority Lien Obligations are secured equally and ratably by first priority security interests (subject to Permitted Liens) on substantially all of the tangible and intangible assets of the Parent, the Company and the Subsidiary Guarantors, whether now owned or hereafter acquired, including, but not limited to, all existing and future Capital Stock and intercompany debt of each wholly-owned direct or indirect Domestic Subsidiary of the Parent and all existing and future Capital Stock of any Foreign Subsidiary owned directly by the Parent, the Company or any Subsidiary Guarantor (limited in the case of any

59

such Foreign Subsidiaries to 100% of the Capital Stock not entitled to vote and 66% of the Capital Stock entitled to vote, and excluding Domestic Subsidiaries of Foreign Subsidiaries), accounts receivable, deposit accounts, inventory, equipment, leasehold interests, investment property, intellectual property, other general intangibles and real property, and all proceeds of the foregoing, subject to the exceptions discussed in the succeeding paragraph (collectively, the "Collateral"),

        The Collateral will exclude certain items of property, including without limitation:

•

any Capital Stock of any Foreign Subsidiaries directly owned by the Parent or any Guarantor in excess of 66% of the Capital Stock entitled to vote of such Foreign Subsidiaries;

•

any Capital Stock of any Foreign Subsidiary indirectly owned by the Parent, the Company or any Subsidiary Guarantor and Domestic Subsidiaries of Foreign Subsidiaries;

•

any rights under any lease, contract or agreement (including, without limitation, any license for intellectual property) to the extent that the granting of a security interest therein is specifically prohibited by law or in writing by, or would constitute an event of default under or would grant a party a termination right under, any agreement governing such right unless such prohibition is not enforceable or is otherwise ineffective under applicable law; and

•

certain other items agreed by the parties and as more fully set forth in the Security Documents.

        Each of (i) motor vehicles and other assets subject to certificates of title and (ii) deposit accounts in an aggregate amount to be agreed or established solely for the purpose of funding payroll and other compensation and benefits to employees will be included in the Collateral but the Lien of the Collateral Agent thereon shall not be required to be perfected. Mortgages and other perfection steps will not be required in respect of real property and fixtures having a value of less than an amount to be agreed. In addition, leasehold interests will not be subject to mortgages or other perfection steps to the extent not subject to a Lien in favor of any other holder of Indebtedness.

        On the date of the Acquisition, the Company and the Initial Guarantors entered into the Security Documents, which provide for a grant of a security interest in Collateral to be granted in favor of the Collateral Agent for the benefit of the Holders of the Notes. Although the Company and the Initial Guarantors used reasonable best efforts to complete those actions required to perfect the Liens in favor of the Collateral Agent on the Collateral by the date of the Acquisition, certain security interests were not perfected on the date of the Acquisition. The Company and the Initial Guarantors will use reasonable best efforts to have all security interests perfected, to the extent required by the Security Documents, promptly following the date of the Acquisition, but in any event shall perfect such Lien no later than 90 days thereafter.

        The Parent will, and will cause each of the Company and the Subsidiary Guarantors to, do or cause to be done all acts and things which may be required, or which the Trustee from time to time may reasonably request, to assure and confirm that the Collateral Agent holds, for the benefit of the Holders of the Notes, duly created, enforceable and perfected Liens upon the Collateral as contemplated by the Indenture and the Security Documents.

        The Company and the Guarantors will be able to incur additional Indebtedness in the future which could share in the Collateral. Any such Indebtedness may limit the recovery from the realization of the value of such Collateral available to satisfy holders of the Notes. The lenders with respect to such Indebtedness will be required to join the Intercreditor Agreement or enter into an intercreditor agreement with the Company, the Guarantors and the Collateral Agent on terms substantially similar to the Intercreditor Agreement, as determined in good faith by the Board of Directors of the Parent. No Collateral will secure any other Indebtedness unless such Collateral also secures the Notes. The amount of all such additional Indebtedness will be limited by the covenants disclosed under "—Certain

60

Covenants—Incurrence of Indebtedness" and "—Certain Covenants—Liens." Under certain circumstances the amount of such additional Indebtedness could be significant.

        No appraisals of any Collateral have been prepared in connection with this exchange offering. The value of the Collateral at any time is subject to fluctuation based on factors that include, among others, the condition of the oil and gas industry, the ability to sell the Collateral in an orderly sale, general economic conditions, the availability of suitable buyers and similar factors. By their nature, some or all of the Collateral may be illiquid and may have no readily ascertainable market value. We cannot assure you that the fair market value of the Collateral as of the date of this prospectus exceeds the principal amount of the Indebtedness secured thereby. The value of the assets pledged as Collateral for the Notes could be impaired in the future as a result of changing economic conditions, our failure to implement our business strategy, competition or other future trends.

        We cannot assure you that, in the event of a foreclosure, the proceeds from the sale of the Collateral would be sufficient to satisfy the amounts outstanding under the Notes. If such proceeds were not sufficient to repay amounts outstanding under the Notes, the holders of the Notes (to the extent not repaid from the proceeds of the sale of the Collateral) would have only a unsecured, general claim against us and our Guarantors' remaining assets, which claim would rank equal in priority to unsecured general Indebtedness. In the event that a bankruptcy case is commenced by or against us, if the value of the Collateral is less than the amount of principal and accrued and unpaid interest on the Notes and all other senior secured obligations, interest may cease to accrue on the Notes from and after the date the bankruptcy petition is filed.

Intercreditor Agreement

        On the date of the Indenture, the Company and each Initial Guarantor entered into an Intercreditor Agreement (the "Intercreditor Agreement") with the Collateral Agent and the Trustee, which sets forth the terms on which the Collateral Agent will receive, hold, administer, maintain, enforce and distribute the proceeds of all Liens upon any property of the Company and each Guarantor at any time held by any of them, in trust for the benefit of the present and future holders of the Priority Lien Obligations.

        The Intercreditor Agreement and security agreements entered into relating to the Collateral provide, among other things, that the holders of the Notes and other creditors secured by a Lien on such Collateral will have pari passu security interests as a matter of law; however, the right to enforce the Liens and receive distributions upon any foreclosure or other disposition of such assets is structured so as to give effect to the priority of the Liens securing the Notes as described below in this section.

Collateral Agent

        U.S. Bank National Association will serve as the Collateral Agent under the Intercreditor Agreement for the benefit of the holders of the Notes and the Note Guarantees and all other Priority Lien Obligations outstanding from time to time.

        The Collateral Agent will hold (directly or through co-trustees, agents or sub-agents), and will be entitled to enforce, all Liens on the Collateral created by the Security Documents. The Collateral Agent may not be the same institution serving as a Priority Debt Representative.

        Except as provided in the Intercreditor Agreement or as directed by an Act of Instructing Debtholders, the Collateral Agent will not commence any exercise of remedies or any foreclosure actions or otherwise take any actions or proceeding against any of the Collateral.

        The Company and the Guarantors will deliver to each Priority Debt Representative copies of all Security Documents delivered to the Collateral Agent.

61

Enforcement of Security Interests

        If the Collateral Agent at any time receives written notice from a Priority Debt Representative stating that any event has occurred that constitutes a default under any Security Document and which entitles the Collateral Agent to foreclose upon, collect or otherwise enforce its security interests thereunder, it will promptly deliver written notice thereof to each other Priority Debt Representative. Thereafter, the Collateral Agent may await direction by an Act of Instructing Debtholders and will act, or decline to act, as directed by an Act of Instructing Debtholders, in the exercise and enforcement of the Collateral Agent's interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Instructing Debtholders. Unless it has been directed to the contrary by an Act of Instructing Debtholders, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any event of default under any Security Document as it may deem advisable and in the best interest of the holders of Priority Lien Obligations.

Additional Liens

        The Indenture will permit the Company and the Guarantors to grant Liens on portions of the Collateral that will be pari passu or junior, as applicable, to the Liens securing the Priority Lien Obligations. See "—Certain Covenants—Liens." If the Company or a Guarantor satisfies the conditions in the Indenture for the granting of such Liens, as certified to the Collateral Agent in an Officers' Certificate, the Collateral Agent will execute such agreements, certificates, filings and other documents as are reasonably requested by the Company in order to recognize or establish the ranking of such Liens, including, without limitation, recognition agreements (in the form set forth in the Indenture) with respect to Liens existing on the date of the Indenture.

Restrictions on Enforcement of Priority Liens

        The Priority Debt Representative of the holders of the Series of Priority Lien Debt comprising the largest portion of the outstanding Priority Lien Debt will have, subject to the provisions described below under the caption "—Provisions of the Indenture Relating to Security—Relative Rights," the exclusive right to enforce rights and exercise remedies with respect to any Collateral (including, without limitation, the exclusive right to authorize or direct the Collateral Agent to enforce, collect or realize on any Collateral or exercise any other right or remedy with respect to the Collateral). Initially, the Priority Debt Representative will be the trustee for the Notes.

Order of Application

        The Intercreditor Agreement provides that if any Collateral is sold or otherwise realized upon by the Collateral Agent in connection with any foreclosure, collection or other enforcement of security interests granted to the Collateral Agent in the Security Documents, the proceeds received by the Collateral Agent from such foreclosure, collection or other enforcement or the proceeds of any insurance policy, including any title insurance policy, will be distributed by the Collateral Agent in the following order of application:

        FIRST, to the payment of all amounts payable under the Intercreditor Agreement on account of the Collateral Agent's fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Agent or any co-trustee or agent in connection with any Security Document;

        SECOND, to the Revolver Agent for application to the payment of all outstanding Priority Bank Debt and any other Priority Bank Debt Obligations that are then due and payable in such order as may be provided in the Priority Bank Debt Documents in an amount sufficient to pay in full in cash all

62

outstanding Priority Bank Debt and all other Priority Bank Debt Obligations that are then due and payable (including all interest accrued thereon after the commencement of any bankruptcy, insolvency or liquidation proceeding at the rate, including any applicable post-default rate, specified in the Security Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Security Document) of all outstanding letters of credit and bankers' acceptances constituting Priority Bank Debt);

        THIRD, to the respective Priority Debt Representatives for application to the payment of all outstanding Other Priority Lien Debt and any other Priority Lien Obligations with respect thereto that are then due and payable in such order as may be provided in the Secured Debt Documents in an amount sufficient to pay in full in cash all outstanding Other Priority Lien Debt and all other Priority Lien Obligations with respect thereto that are then due and payable (including all interest accrued thereon after the commencement of any bankruptcy, insolvency or liquidation proceeding at the rate, including any applicable post-default rate, specified in the Security Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Security Document) of all outstanding letters of credit and bankers' acceptances constituting Other Priority Lien Debt); and

        FOURTH, any surplus remaining after the payment in full in cash of all of the Priority Lien Obligations and Obligations entitled to the benefit of such Collateral will be paid to the Company or the other applicable Obligor, as the case may be, or its successors or assigns, or as a court of competent jurisdiction may direct.

        The Intercreditor Agreement will require the Trustee and the Holders of the Notes to agree that, at all times prior to the Discharge of Priority Bank Debt Obligations, if any Priority Lien Debt Representative or any holder of a Priority Lien Obligation collects or receives any proceeds in respect of the Priority Lien Obligations that should have been applied to the payment of the Priority Bank Debt Obligations in accordance with the paragraph above and was not so applied and a responsible officer of such Priority Lien Debt Representative shall have received written notice, or shall have actual knowledge, of the same prior to such Priority Lien Debt Representative's distribution of such proceeds, whether after the commencement of a bankruptcy, insolvency or liquidation proceeding or otherwise, such Priority Lien Debt Representative or such holder of a Priority Lien Obligation, as the case may be, will forthwith deliver the same to the Revolver Agent, for the account of the holders of the Priority Bank Debt Obligations, in the form received, duly endorsed to the Collateral Agent, for the account of the holders of the Priority Bank Debt Obligations to be applied in accordance with the paragraph above.

        Until so delivered, such proceeds will be held by such Priority Lien Debt Representative or such holder of a Priority Lien Obligation, as the case may be, for the benefit of the holders of the Priority Bank Debt. These provisions will not apply to payments received by any holder of Priority Lien Obligations if such payments are not proceeds of realization upon any Collateral.

Release of Liens on Collateral

        The Intercreditor Agreement provides that the Collateral Agent's Liens on the Collateral will be released:

        (1)   in whole, upon (a) payment in full and discharge of all outstanding Priority Lien Debt and all other Priority Lien Obligations that are outstanding, due and payable at the time all of the Priority Lien Debt is paid in full and discharged and (b) termination or expiration of all

63

commitments to extend credit under all Security Documents and the cancellation or termination or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Security Documents) of all outstanding letters of credit and bankers' acceptances issued pursuant to any Security Documents;

        (2)   as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Obligor in a transaction or other circumstance that is not prohibited by the "Asset Sale" provisions of the Indenture or by the other Security Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; and

        (3)   as to any Collateral other than Collateral being released pursuant to clause (1) or (2) of this paragraph, if (a) consent to the release of that Collateral has been given by an Act of Instructing Debtholders; provided, that if such Collateral represents all or substantially all of the Collateral, consent to release of such Collateral has been given by the requisite percentage or number of holders of each Series of Priority Lien Debt at the time outstanding as provided for in the applicable Security Documents and (b) the Company has delivered an Officers' Certificate to the Collateral Agent certifying that any such necessary consents have been obtained; provided, that the Collateral Agent receives certain evidence that such release complies with the Security Documents.

        Notwithstanding the preceding paragraph, the Intercreditor Agreement provides that, upon the occurrence of the events specified below, the Collateral Agent's Lien in the applicable Collateral specified below shall automatically, without further action, be released:

        (1)   with respect to any sale, transfer or other disposition of all or a majority of the Capital Stock issued by any Pledgor to a Person that is not an Affiliate of the Company, provided, that such sale, transfer or other disposition does not violate the terms of the Indenture or any Security Document, upon such sale, transfer or other disposition, the Lien of the Security Documents in such Capital Stock issued by such Pledgor and in the Collateral granted by such Pledgor shall automatically, without further action, be released;

        (2)   with respect to any Collateral that shall be sold, transferred or otherwise disposed of in the ordinary course of business, provided, that such sale, transfer or other disposition does not violate the terms of the Indenture or any Security Document, upon such sale, transfer or other disposition, the Lien of the Security Documents in such Collateral shall automatically, without further action, be released;

        (3)   with respect to any Capital Stock issued by any Pledgor (other than the Parent or the Company) that is dissolved, provided, that such dissolution does not violate the terms of the Indenture or any Security Document, upon such dissolution, the Lien of the Security Documents in such Capital Stock issued by such Pledgor shall automatically, without further action, be released;

        (4)   with respect to any accounts and related rights of any Pledgor subject to any monetization or securitization transaction, provided, that such transaction does not violate the terms of the Indenture or any Security Document, upon the effectiveness of such transaction, the Lien of the Security Documents in such accounts and related rights shall automatically, without further action, be released;

        (5)   unless an Actionable Default shall have occurred and be continuing and the Collateral Agent shall have received an Act of Instructing Debtholders to the contrary, with respect to amounts withdrawn from any accounts by any Pledgor pursuant to, and in accordance with, the applicable Security Documents with respect thereto, and in each case applied to pay third-party liabilities in the ordinary course of business or to make Restricted Payments in compliance with the Indenture and the Security Documents, upon such application, the Lien of the Security Documents in such amounts shall automatically, without further action, be released;

64

        (6)   with respect to amounts distributed by the Collateral Agent pursuant to, and in accordance with the provisions of the Intercreditor Agreement, upon such distribution, the Lien of the Security Documents in such amounts shall automatically, without further action, be released; and

        (7)   with respect to any Collateral for which the release of the Lien of the Security Documents is provided for pursuant to a provision of any Security Document, the Lien of the Security Documents on such Collateral shall automatically, without further action, hereunder be released as provided for in such provision; and, in each such case, upon request of the Company, the Collateral Agent will execute (with such acknowledgements and/or notarizations as are required) and deliver evidence of such release to the Company;

provided, however, that within 15 days after the end of the six-month periods ended on June 30 and December 31 in each year, the Company will deliver to the Collateral Agent an Officers' Certificate to the effect that no release of Collateral pursuant to this paragraph during the preceding six-month period has violated the terms of the Indenture or any Security Document.

Amendment of Security Documents

        The Intercreditor Agreement provides that the Collateral Agent, acting as directed by an Act of Instructing Debtholders, and the Obligors may enter into amendments and supplements to the provisions of any Security Document, provided that:

        (1)   any amendment or supplement that has the effect solely of adding or maintaining Collateral, securing additional Priority Lien Debt that was otherwise permitted by the terms of the Security Documents to be secured by the Collateral or preserving or perfecting the Liens thereon or the rights of the Collateral Agent therein, and other amendments and supplements of a technical nature that do not impair the value of the Liens, will become effective when executed and delivered by the Company or any other applicable Obligor party thereto and the Collateral Agent;

        (2)   no amendment or supplement that reduces, impairs or adversely affects the right of any holder of Priority Lien Debt to:

        (a)   vote its outstanding Priority Lien Debt as to any matter described as subject to an Act of Instructing Debtholders (or amends the provisions of this clause (2) or the definition of Act of Instructing Debtholders or Actionable Default);

        (b)   share in the order of application described above under "—Order of Application" in the proceeds of enforcement of or realization on any Collateral that has not been released in accordance with the provisions described under "—Release of Liens on Collateral"; or

        (c)   require that Liens securing Priority Lien Obligations be released only as set forth in the provisions described above under the caption "—Release of Liens on Collateral," will become effective without the consent of the requisite percentage or number of holders of each Series of Priority Lien Debt so affected under the applicable Security Document; and

        (3)   no amendment or supplement that imposes any obligation upon the Collateral Agent or any Priority Lien Representative or adversely affects the rights of the Collateral Agent or any Priority Lien Representative, respectively, in its capacity as such will become effective without the consent of the Collateral Agent or such Priority Lien Representative, respectively.

        The Collateral Agent will not enter into any such amendment or supplement unless it has received an Officers' Certificate to the effect that such amendment or supplement will not result in a breach of any provision or covenant contained in any of the Security Documents.

65

        Notwithstanding the foregoing, any amendment, supplement or other agreement regarding the provisions of the Security Documents that releases Collateral will be effective only in accordance with the requirements set forth in "—Release of Liens on Collateral."

Voting

        In connection with any matter under the Intercreditor Agreement requiring a vote of holders of the Priority Lien Debt, each Series of Priority Lien Debt will cast its votes as a block in accordance with the Secured Debt Documents governing such Series of Priority Lien Debt. The amount of Priority Lien Debt to be voted by a Series of Priority Lien Debt will equal (1) the aggregate principal amount of Priority Lien Debt held constituting such Series of Priority Lien Debt plus (2) other than in connection with an exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Indebtedness of such Series of Priority Lien Debt.

Provisions of the Indenture Relating to Security

Equal and Ratable Sharing of Collateral by Holders of Priority Lien Debt

        The Indenture will provide that, notwithstanding:

        (1)   anything to the contrary contained in the Security Documents;

        (2)   the time of incurrence of any Series of Priority Lien Debt;

        (3)   the order or method of attachment or perfection of any Liens securing any Series of Priority Lien Debt;

        (4)   the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral;

        (5)   the time of taking possession or control over any Collateral;

        (6)   that any Priority Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or

        (7)   the rules for determining priority under any law governing relative priorities of Liens:

        (a)   all Liens at any time granted to secure any of the Priority Lien Debt will secure, equally and ratably, all present and future Priority Lien Obligations; and

        (b)   all proceeds of all Liens at any time granted to secure any of the Priority Lien Debt and other Priority Lien Obligations will be allocated and distributed equally and ratably on account of the Priority Lien Debt and other Priority Lien Obligations; provided that in the absence of an Event of Default, the Parent shall be entitled to utilize cash proceeds of Collateral in the ordinary course of its business or as may be required by its financing agreements.

        The foregoing provision is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Priority Lien Obligations, each present and future Priority Debt Representative and the Collateral Agent as holder of Priority Liens. No other Person will be entitled to rely on, have the benefit of or enforce this provision. The Priority Debt Representative of each future Series of Priority Lien Debt will be required to deliver a Priority Debt Sharing Confirmation to the Collateral Agent and the trustee at the time of incurrence of such Series of Priority Lien Debt.

66

Relative Rights

        Nothing in the Note Documents will:

        (1)   impair, as between the Company and the holders of the Notes, the obligation of the Company to pay principal of, premium and interest, if any, on the Notes in accordance with their terms or any other obligation of the Company or any other Obligor under the Note Documents;

        (2)   affect the relative rights of holders of Notes as against any other creditors of the Company or any other Obligor under the Note Documents (other than holders of other Priority Liens);

        (3)   restrict the right of any holder of Notes to sue for payments that are then due and owing;

        (4)   restrict or prevent any holder of Notes or other Priority Lien Obligations, the Trustee, the Collateral Agent or other Person on their behalf from exercising any of its rights or remedies upon a Default or Event of Default not specifically prohibited or restricted by the Intercreditor Agreement; or

        (5)   restrict or prevent any holder of Notes or other Priority Lien Obligations, the Trustee, the Collateral Agent or any other Person on their behalf from taking any lawful action in a bankruptcy, insolvency or liquidation proceeding not specifically prohibited or restricted by the Intercreditor Agreement.

Release of Security Interests in Respect of Notes

        The Indenture and the Intercreditor Agreement will provide that the Collateral Agent's Liens upon the Collateral will no longer secure the Notes outstanding under the Indenture or any other Obligations under the Indenture, and the rights of the holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Agent's Liens on Collateral will terminate and be discharged:

        (1)   upon satisfaction and discharge of the Indenture as set forth under the caption "—Satisfaction and Discharge";

        (2)   upon a Legal Defeasance or Covenant Defeasance of the notes as set forth under the caption "—Legal Defeasance and Covenant Defeasance";

        (3)   upon payment in full and discharge of all Notes outstanding under the Indenture and all Obligations that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or

        (4)   in whole or in part, with the consent of the holders of the requisite percentage of Notes in accordance with the provisions described below under the caption "Amendment, Supplement and Waiver."

Compliance with Trust Indenture Act

        The Indenture provides that the Company will comply with the applicable provisions of the Trust Indenture Act as they relate to the Collateral, including Section 314(b) of the Trust Indenture Act.

        The Company will cause Section 313(b) of the Trust Indenture Act, relating to reports, and Section 314(d) of the Trust Indenture Act, relating to the release of property and to the substitution therefor of any property to be pledged as collateral for the Notes, to be complied with, whether or not the Indenture is qualified under the Trust Indenture Act. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an Officer of the Company except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything

67

to the contrary in this paragraph, the Company will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of counsel, that under the terms of Section 314(d) and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including "no action" letters or exemptive orders, all or any portion of Section 314(d) is inapplicable.

Certain Covenants with Respect to the Collateral

        The Collateral will be pledged pursuant to the Security Documents, which contain provisions relating to the administration, preservation and disposition of the Collateral. The following is a summary of some of the covenants and provisions set forth in the Security Documents and the Indenture as they relate to the Collateral:

        Maintenance of collateral.    The Security Documents provide that the Company and the Guarantors shall use their commercially reasonable efforts to maintain the Collateral, taken as a whole, in all material respects in good, safe and insurable operating order, condition and repair and do all other acts as may be reasonably necessary or appropriate to maintain and preserve the value of the Collateral. The Security Documents also provide that the Company and the Guarantors shall pay all real estate and other taxes, and maintain in full force and effect all material permits and certain insurance coverages.

        Certain proceeds.    The Security Documents or the Indenture provide that proceeds from the condemnation or destruction of the Collateral or from eminent domain proceedings with respect to the Collateral shall be deposited into the Collateral Account to be invested in Replacement Assets or as otherwise provided in the Indenture or the Security Documents.

        In accordance with the Security Documents and the Indenture, the Parent or the Company, as the case may be, must pledge the non-cash proceeds from any sale of Collateral as Collateral for the Notes and the other Priority Lien Debt and use the Net Proceeds from any such sale of Collateral in accordance with the covenant under "—Repurchase at the Option of Holders—Asset Sales" below. Any remaining proceeds shall then be applied to make an offer to repurchase the Notes and any other Priority Lien Debt in accordance with the terms of the Indenture.

        After-acquired property.    Subject to Permitted Liens, upon the acquisition by the Company or any Guarantor after the date of the Indenture of (1) any assets, including, but not limited to, any after-acquired real property or any equipment or fixtures that constitute accretions, additions or technological upgrades to the equipment or fixtures that form part of the Collateral, or (2) any Replacement Assets out of the Net Proceeds in compliance with the covenant described under "—Repurchase at the Option of Holders—Asset Sales," the Company or such Guarantor shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements, certificates and opinions of counsel as may be necessary to vest in the Collateral Agent a perfected security interest, subject only to Permitted Liens, in such after-acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions of the Indenture, the Notes and the Security Documents relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect, including the delivery of title insurance, surveys and opinions of counsel with respect to after acquired real property.

        Further assurances.    The Security Documents and the Indenture provide that the Parent shall, and shall cause the Company and each Subsidiary Guarantor to, at their sole expense, do all acts which may be reasonably necessary to confirm that the Collateral Agent holds, for the benefit of the holders of the Notes and the Trustee, duly created, enforceable and perfected first-priority Liens and security interests in the Collateral (subject to Permitted Liens).

68

        As necessary, or upon request of the Trustee, the Parent shall, and shall cause the Company and each Subsidiary Guarantor to, at their sole expense, execute, acknowledge and deliver such documents and instruments and take such other actions that may be necessary to assure, perfect, transfer and confirm the property and rights conveyed by the Security Documents, including with respect to after-acquired Collateral.

        Impairment of security interest.    Neither the Parent nor any of the Restricted Subsidiaries will take or omit to take any action which would materially adversely affect or impair the Liens in favor of the Collateral Agent and the holders of the Notes with respect to the Collateral. Neither the Parent nor any of the Restricted Subsidiaries shall grant to any Person, or permit any Person to retain (other than the Collateral Agent or the Trustee), any interest whatsoever in the Collateral, other than Permitted Liens (including Liens securing the Revolving Credit Facility). Neither the Parent nor any of the Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by the Indenture, the Notes and the Security Documents. The Parent shall, and shall cause the Company and each Subsidiary Guarantor to, at their sole cost and expense, execute and deliver all such agreements and instruments as necessary, or as the Trustee shall reasonably request, to more fully or accurately describe the assets and property intended to be Collateral or the obligations intended to be secured by the Security Documents.

        Real estate mortgages and filings.    With respect to any fee interest in any real property constituting Collateral (individually and collectively, the "Premises") owned by the Company or a Guarantor on the Acquisition Closing Date or acquired by the Company or a Guarantor after the Acquisition Closing Date with a Fair Market Value in excess of $1,000,000:

        (1)   the Company shall deliver to the Collateral Agent, as mortgagee or beneficiary as applicable, on behalf of the holders of the Notes and the lenders under the Revolving Credit Facility, copies of fully executed counterparts of Mortgages, duly executed, acknowledged and filed by the Company or the applicable Guarantor, and in form suitable for filing or recording, in all filing or recording offices that the Company shall deem reasonably necessary or in its reasonable judgment desirable in order to create a valid first priority Lien on the Premises described therein in favor of the Collateral Agent for the benefit of the holders of the Notes and the lenders under the Revolving Credit Facility, subject only to Permitted Liens, together with evidence of the payment of all filing fees and taxes (including mortgage recording taxes) in connection therewith (or that arrangements reasonably satisfactory to the Collateral Agent for such payment have been made), and evidence that all other actions necessary to perfect and protect the liens secured by the Mortgages have been taken;

        (2)   the Collateral Agent shall have received mortgagee's title insurance policies or binding commitments to issue such policies from financially sound and reputable insurers in favor of the Collateral Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of the holders of the Notes and the lenders under the Revolving Credit Facility, in the amounts and in the form necessary, with respect to the Premises purported to be covered by such Mortgage, to insure that the interests created by the Mortgage constitute valid first-priority Liens thereon free and clear of all other Liens, other than Permitted Liens, and such policies shall also include, to the extent available, such other endorsements, coinsurance and reinsurance as may be reasonably requested by the Revolver Agent and shall be accompanied by evidence of the payment in full of all premiums thereon; and

        (3)   the Company shall, or shall cause the Guarantors to, deliver to the Collateral Agent with respect to each of (x) the Premises owned on the Acquisition Closing Date and (y) the Premises acquired after the Acquisition Closing Date, (A) American Land Title Association/American Congress on Surveying and Mapping form surveys in a manner reasonably satisfactory to the

69

Collateral Agent (including any updates or affidavits that the title company may reasonably require in connection therewith), (B) local counsel opinions for the benefit of the Collateral Agent, the holders of the Notes, the Trustee and the administrative agent and lenders under the Revolving Credit Facility, (C) fixture filings and (D) such other documents, instruments, certificates and agreements as are identified in the closing or annual opinion of counsel to the Company in order to comply with clauses (1) and (2) above and to perfect the Collateral Agent's security interest in such covered Premises.

Certain bankruptcy limitations

        The right of the Trustee to repossess and dispose of the Collateral upon the occurrence of an Event of Default would be significantly impaired by applicable bankruptcy law in the event that a bankruptcy case were to be commenced by or against the Company or any Guarantor prior to the Trustee's having repossessed and disposed of the Collateral. Upon the commencement of a case for relief under Title 11 of the United States Code, as amended (the "Bankruptcy Code"), a secured creditor such as the Trustee is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from the debtor, without bankruptcy court approval.

        In view of the broad equitable powers of a U.S. bankruptcy court, it is impossible to predict how long payments under the Notes could be delayed following commencement of a bankruptcy case, whether or when the Trustee could repossess or dispose of the Collateral, the value of the Collateral at the time of the bankruptcy petition or whether or to what extent holders of the Notes would be compensated for any delay in payment or loss of value of the Collateral. The Bankruptcy Code permits only the payment and/or accrual of post-petition interest, costs and attorneys' fees to a secured creditor during a debtor's bankruptcy case to the extent the value of the Collateral is determined by the bankruptcy court to exceed the aggregate outstanding principal amount of the obligations secured by the Collateral.

        Furthermore, in the event a domestic or foreign bankruptcy court determines that the value of the Collateral is not sufficient to repay all amounts due on the Notes, the holders of the Notes would hold secured claims to the extent of the value of the Collateral to which the holders of the Notes are entitled, and unsecured claims with respect to such shortfall.

Optional Redemption

        Except as described below, the Notes are not redeemable until December 15, 2011. On and after December 15, 2011, the Company may redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days' notice at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest (including any Additional Interest) on the Notes to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning December 15 of the year indicated below:

Year	Percentage
2011		104.875	%
2012		102.438	%
2013 and thereafter		100.000	%

        Prior to December 15, 2011, the Company may on any one or more occasions redeem up to (i) 10% of the original principal amount of the Notes during each 12-month period beginning December 15, 2009 at a redemption price of 103% of the principal amount thereof, and (ii) 35% of the original principal amount of the Notes with the net cash proceeds of one or more Equity Offerings by the Parent at a redemption price of 109.75% of the principal amount thereof, plus in each case accrued

70

and unpaid interest (including any Additional Interest) to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that, in the case of clause (ii):

        (1)   at least 65% of the original principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption; and

        (2)   the redemption occurs within 60 days after the closing of such Equity Offering.

        If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company.

        In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note.

        In addition, at any time prior to December 15, 2011, upon not less than 30 nor more than 60 days' notice mailed by first-class mail to each Holder's registered address, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        "Applicable Premium" means, with respect to a Note at any redemption date, the excess, if any, of (A) the present value as of such date of redemption of (1) the redemption price of such Note on December 15, 2011 (such redemption price being described under "Optional Redemption") plus (2) all required interest payments due on such Note through December 15, 2011, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the then-outstanding principal amount of such Note.

        "Treasury Rate" means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to December 15, 2011; provided, however, that if the period from the redemption date to December 15, 2011 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to December 15, 2011 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

        The Revolving Credit Facility prohibits the Company from redeeming any Notes. In the event that the Company desires to redeem any Notes as described above, the Company could seek the consent of its lenders to such redemption or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from redeeming Notes.

71

        The Company may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder's Notes pursuant to an offer (a "Change of Control Offer") on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer payment (a "Change of Control Payment") in cash equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, thereon, to the date of repurchase (the "Change of Control Payment Date," which date will be no earlier than the date of such Change of Control). No later than 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

        On the Change of Control Payment Date, the Company will, to the extent lawful:

        (1)   accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

        (2)   deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

        (3)   deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

        The Paying Agent will promptly mail or wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

        The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on such Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.

72

        The Company's ability to repurchase Notes pursuant to a Change of Control Offer may be limited by a number of factors. The occurrence of certain of the events that constitute a Change of Control may constitute a default under the Revolving Credit Facility. In addition, certain events that may constitute a change of control under the Revolving Credit Facility and cause a default under that agreement may not constitute a Change of Control under the Indenture. Future Indebtedness of the Parent or any of its Subsidiaries may also contain prohibitions of certain events that would constitute a Change of Control or require such Indebtedness to be repurchased upon a Change of Control. Moreover, the exercise by the Holders of their right to require the Company to repurchase the Notes could cause a default under such Indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Company. Finally, the Company's ability to pay cash to the Holders upon a repurchase may be limited by the Company's then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

        Even if sufficient funds were otherwise available, the terms of the Revolving Credit Facility may restrict, and future Indebtedness of the Parent or any of its Subsidiaries may restrict or prohibit, the Company's prepayment of Notes before their scheduled maturity. Consequently, if the Company is not able to prepay the Indebtedness relating to the Revolving Credit Facility and the Parent or such Subsidiary is not able to prepay any such other Indebtedness containing similar restrictions or prohibition or obtain requisite consents, as described above, the Company may not be able to fulfill its repurchase obligations if Holders of Notes exercise their repurchase rights following a Change of Control, resulting in a default under the Indenture. A payment default under the Indenture would result in a cross-default under the Revolving Credit Facility.

        The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

        The Change of Control provisions described above may deter certain mergers, tender offers and other takeover attempts involving the Parent by increasing the capital required to effectuate such transactions. The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the Parent and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase such Notes as a result of a sale, transfer, conveyance or other disposition of less than all of the assets of the Parent and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain. In addition, a recent Delaware Chancery Court decision (not involving the Parent or its securities) considered a change of control redemption provision of an indenture governing publicly traded debt securities substantially similar to the change of control event described in clause (4) of the definition of "Change of Control." In its decision, the court noted that a board of directors may "approve" a dissident shareholder's nominees solely for purposes of such an indenture, provided the board of directors determines in good faith that the election of the dissident nominees would not be materially adverse to the interests of the corporation or its stockholders (without taking into consideration the interests of the holders of debt securities in making this determination). Accordingly,

73

the ability of a holder of Notes to require the Company to repurchase Notes as a result of a change in the composition of the Board of Directors of the Parent may be uncertain.

Asset Sales

        The Parent will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

        (1)   the Parent (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

        (2)   at least 75% of the consideration therefor received by the Parent or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this provision, each of the following will be deemed to be cash:

        (a)   any liabilities (as shown on the Parent's or such Restricted Subsidiary's most recent balance sheet) of the Parent or any Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms subordinated to the Notes or any Note Guarantee and liabilities to the extent owed to the Parent or any Affiliate of the Parent) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Parent or such Restricted Subsidiary from further liability therefor;

        (b)   any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Parent or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion); and

        (3)   if such Asset Sale involves the transfer of Collateral,

        (a)   such Asset Sale complies with the applicable provisions of the Security Documents;

        (b)   to the extent required by the Security Documents, all consideration (including cash and Cash Equivalents) received in such Asset Sale shall be expressly made subject to Liens under the Security Documents; and

        (c)   subject to application of Net Proceeds pursuant to the second paragraph of this covenant "—Asset Sales," all of the Net Proceeds from such Asset Sale are deposited into the Collateral Account.

        Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Parent or its Restricted Subsidiaries may apply such Net Proceeds at its option:

        (1)   to the extent that such Net Proceeds represent proceeds of Collateral, to repay, prepay, defease, redeem, purchase or otherwise retire Priority Bank Debt and to correspondingly permanently reduce commitments with respect to the Revolving Credit Facility, but only up to an aggregate principal amount equal to such Net Proceeds to be used to repay Indebtedness pursuant to this clause (1) multiplied by a fraction, the numerator of which is the aggregate principal amount of such Indebtedness to be repaid, prepaid, defeased, redeemed, purchased or otherwise retired and the denominator of which is the aggregate principal amount of all Priority Bank Debt, based on amounts outstanding on the date of closing of such Asset Sale; provided that the Company uses any remaining Net Proceeds used to repay Indebtedness pursuant to this clause (1) to make an offer to purchase (an "Asset Sale Offer") from the Holders of Notes, and if required by the terms of any other Priority Lien Debt, from the holders of such Priority Lien Debt, an aggregate principal amount of Notes and such other Priority Lien Debt equal to such remaining

74

Net Proceeds at a purchase price equal to 100% of the principal amount thereof, plus accrued interest and Additional Interest, if any, to the payment date; or

        (2)   to purchase Replacement Assets (or enter into a binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 180 days after the date of such binding agreement and (y) if such purchase is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below)).

        Pending the final application of any such Net Proceeds, the Parent may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

        On the 361^st day after an Asset Sale (or, in the event that a binding agreement has been entered into as set forth in clause (2) of the preceding paragraph, the later date of expiration of the 180-day period set forth in such clause (2)) or such earlier date, if any, as the Parent determines not to apply the Net Proceeds relating to such Asset Sale as set forth in second preceding paragraph (each such date being referred as an "Excess Proceeds Trigger Date"), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted in the second preceding paragraph ("Excess Proceeds") will be applied by the Company to make an Asset Sale Offer to all Holders of Notes, and if required by the terms of any other Priority Lien Debt, to the holders of such Priority Lien Debt, to purchase the maximum principal amount of Notes and such other Priority Lien Debt that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other Priority Lien Debt plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash.

        The Company may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $10.0 million resulting from one or more Asset Sales, at which time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $10.0 million) will be applied as provided in the preceding paragraph. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture or any of the Security Documents. If the aggregate principal amount of Notes and such other Priority Lien Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other Priority Lien Debt will be purchased on a pro rata basis based on the principal amount of Notes and such other Priority Lien Debt tendered. Upon completion of each Asset Sale Offer, the Excess Proceeds subject to such Asset Sale will no longer be deemed to be Excess Proceeds.

        The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

        The Revolving Credit Facility may impose restrictions on the Company from purchasing any Notes, and also provides that certain asset sale events with respect to the Company would constitute a default under the Revolving Credit Facility. Any future credit agreements or other similar agreements to which the Parent or any of its Subsidiaries becomes a party may contain similar restrictions and provisions. In the event an Asset Sale occurs at a time when the Company is prohibited from purchasing Notes, the Parent or such Subsidiary could seek the consent of its lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Parent or such Subsidiary does

75

not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company's failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under such other agreements.

Certain Covenants

Restricted Payments

        (A)  The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

        (1)   declare or pay (without duplication) any dividend or make any other payment or distribution on account of the Parent's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Parent or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Parent's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends, payments or distributions (x) payable in Equity Interests (other than Disqualified Stock) of the Parent or (y) to the Parent or a Restricted Subsidiary of the Parent);

        (2)   purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Parent or any of its Restricted Subsidiaries) any Equity Interests of the Parent or any Restricted Subsidiary thereof held by Persons other than the Parent or any of its Restricted Subsidiaries;

        (3)   make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or any Note Guarantees, except (a) a payment of interest or principal at the Stated Maturity thereof or (b) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or

        (4)   make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

        (1)   no Default or Event of Default will have occurred and be continuing or would occur as a consequence thereof; and

        (2)   the Parent would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption "—Incurrence of Indebtedness;" and

        (3)   such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Parent and its Restricted Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clauses (3), (4), (5) and (6) of the next succeeding paragraph (B)), is less than the sum, without duplication, of:

        (a)   50% of the Consolidated Net Income of the Parent for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the Indenture to the end of the Parent's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

76

        (b)   100% of the aggregate net cash proceeds (or the aggregate fair market value of any property or assets (such fair market value as determined in the good faith reasonable judgment of the Parent)) received by the Parent since the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock) of the Parent or from the Incurrence of Indebtedness of the Parent or the Company that has been converted into or exchanged for such Equity Interests (other than Equity Interests sold to, or Indebtedness held by, a Subsidiary of the Parent), excluding net cash proceeds used to redeem or repurchase the Notes, plus

        (c)   with respect to Restricted Investments made by the Parent and its Restricted Subsidiaries after the date of the Indenture, an amount equal to the net reduction in such Restricted Investments in any Person resulting from repayments of loans or advances, or other transfers of assets, in each case to the Parent or any Restricted Subsidiary or from the net cash proceeds from the sale of any such Restricted Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income), from the release of any Guarantee (except to the extent any amounts are paid under such Guarantee) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each case, the amount of Restricted Investments previously made by the Parent or any Restricted Subsidiary in such Person or Unrestricted Subsidiary after the date of the Indenture.

(B)The preceding provisions will not prohibit, so long as, in the case of clauses (7) and (11) below, no Default has occurred and is continuing or would be caused thereby:

        (1)   the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture;

        (2)   the payment of any dividend by a Restricted Subsidiary of the Parent to the holders of its Common Stock on a pro rata basis;

        (3)   the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Parent, Company or any Subsidiary Guarantor or of any Equity Interests of the Parent or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Parent or a substantially concurrent sale (other than to a Subsidiary of the Parent) of, Equity Interests (other than Disqualified Stock) of the Parent; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3)(b) of the preceding paragraph (A);

        (4)   the defeasance, redemption, repurchase or other acquisition of Indebtedness subordinated to the Notes or the Note Guarantees with the net cash proceeds from an Incurrence of Permitted Refinancing Indebtedness;

        (5)   Investments acquired as a capital contribution to, or in exchange for, or out of the net cash proceeds of a substantially concurrent sale (other than to a Subsidiary of the Parent) of, Equity Interests (other than Disqualified Stock) of the Parent; provided that the amount of any such net cash proceeds that are utilized for any such acquisition or exchange will be excluded from clause (3)(b) of the preceding paragraph (A);

        (6)   the repurchase of Capital Stock deemed to occur upon the exercise of options or warrants to the extent that such Capital Stock represents all or a portion of the exercise price thereof;

        (7)   the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Parent held by any current or former employee or director of the Parent (or any of its Restricted Subsidiaries) pursuant to the terms of any employee equity subscription agreement,

77

stock option agreement, restricted stock or similar agreement entered into in the ordinary course of business; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $2.0 million (with unused amounts carried over to subsequent years);

        (8)   the payment of cash in lieu of the issuance of fractional shares of Equity Interests upon conversion or exchange of securities convertible into or exchangeable for Equity Interests of the Parent; provided that any such cash payment shall not be for the purpose of evading the limitations of this covenant (as determined in good faith by the Board of Directors of the Parent);

        (9)   other Restricted Payments in an aggregate amount not to exceed $5.0 million;

        (10) the repurchase of any Subordinated Indebtedness at a purchase price not greater than 101% of the principal amount thereof in the event of a change of control or Asset Sale pursuant to a provision no more favorable to the holders thereof than those described under "—Repurchase at the Option of Holders", provided that, in each case, prior to the repurchase the Company has made the Change of Control Offer or Asset Sale Offer, as applicable, as provided in such covenants and has completed the repurchase or redemption of all Notes that were validly tendered for payment in connection with such Change of Control Offer or Asset Sale Offer; and

        (11) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Parent or any Restricted Subsidiary of the Parent or Preferred Stock of any Restricted Subsidiary of the Parent issued after the date of the Indenture and not as part of the preferred stock restructuring in accordance with the covenant described under "—Incurrence of Indebtedness" and payment of any redemption price or liquidation value of any such Disqualified Stock or Preferred Stock when due in accordance with its terms.

        The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Parent or such Subsidiary, as the case may be, pursuant to the Restricted Payment. Not later than the date of making any Restricted Payment, the Parent will deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this "Restricted Payments" covenant were computed, together with a copy of any opinion or appraisal required by the Indenture.

Incurrence of Indebtedness

        The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness; provided, however, that the Parent, the Company or any Subsidiary Guarantor may Incur Indebtedness, if the Fixed Charge Coverage Ratio for the Parent's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred at the beginning of such four-quarter period.

        The first paragraph of this covenant will not prohibit the Incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

        (1)   the Incurrence by the Parent, the Company or any Subsidiary Guarantor of Indebtedness under Credit Facilities (including, without limitation, the Incurrence by the Parent, the Company and the Subsidiary Guarantors of Guarantees thereof) in an aggregate principal amount at any one time outstanding pursuant to this clause (1) not to exceed the greater of (A) $50.0 million and (B) 50% of Consolidated Cash Flow, less in each case (i) the amount of Indebtedness incurred pursuant to clause (4)(a) below and (ii) the aggregate amount of all Net Proceeds of Asset Sales applied by the Parent or any Restricted Subsidiary thereof to permanently repay any such

78

Indebtedness pursuant to the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales;"

        (2)   the Incurrence of Existing Indebtedness;

        (3)   the Incurrence by the Parent, the Company and the Subsidiary Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the Issue Date;

        (4)   the Incurrence by the Parent or any Restricted Subsidiary of the Parent of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Parent or such Restricted Subsidiary, in an aggregate amount, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (4) not to exceed the sum of (a) the greater of (i) $50.0 million and (ii) 50% of Consolidated Cash Flow, less in each case the amount of Indebtedness Incurred pursuant to clause (1) above, and (b) $10.0 million at any time outstanding;

        (5)   the Incurrence by the Parent or any Restricted Subsidiary of the Parent of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be Incurred under the first paragraph of this covenant or clauses (2), (3), or (5) of this paragraph;

        (6)   the Incurrence by the Parent or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Parent or any of its Restricted Subsidiaries; provided, however, that:

        (a)   if the Parent, the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of the Parent or a Subsidiary Guarantor;

        (b)   Indebtedness owed to the Parent, the Company or any Subsidiary Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is the Parent, the Company or a Subsidiary Guarantor;

        (c)   (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent or a Restricted Subsidiary thereof, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Parent or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

        (7)   the Guarantee by the Parent, the Company or any of the Subsidiary Guarantors of Indebtedness of the Parent or a Restricted Subsidiary of the Parent that was permitted to be Incurred by another provision of this covenant; provided that the ranking of the Guarantee matches the ranking of the Indebtedness;

        (8)   the Incurrence by the Parent or any of its Restricted Subsidiaries of Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates,

79

commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

        (9)   the Incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds and completion guarantees securing any obligations of the Parent or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Parent or any Restricted Subsidiary thereof in connection with such disposition;

        (10) the Incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;

        (11) the Incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or Incurrence;

        (12) the Incurrence by the Parent or the Company of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes;

        (13) the Incurrence by the Parent or any Restricted Subsidiary of additional Indebtedness in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (13), not to exceed $10.0 million; or

        (14) the Incurrence by a Restricted Subsidiary of the Parent other than a Subsidiary Guarantor of additional Indebtedness in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (14), not to exceed $10.0 million.

        For purposes of determining compliance with this covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Parent will be permitted to classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness originally classified as Incurred pursuant to clauses (1) through (14) above may later be reclassified by the Parent such that it will be deemed as having been Incurred pursuant to another of such clauses to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause at the time of such reclassification. Notwithstanding the foregoing, all Indebtedness outstanding on the date of the Indenture under any Credit Facility shall be deemed Incurred under clause (1) of the second paragraph of this covenant and the Parent will not be permitted to reclassify any portion of such Indebtedness thereafter.

        Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be Incurred pursuant to this covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

80

        The Company will not Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of the Company unless it is subordinate in right of payment to the Notes to the same extent. The Parent will not, and will not permit any Subsidiary Guarantor, to Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of the Parent or such Subsidiary Guarantor, as the case may be, unless it is subordinate in right of payment to such Guarantor's Note Guarantee to the same extent. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Parent, the Company or any Subsidiary Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Liens

        The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind or assign or otherwise convey any right to receive any income, profits or proceeds on or with respect to any of the Parent's or any Restricted Subsidiary's property or assets, including any shares of stock or Debt of any Restricted Subsidiary, whether owned at or acquired after the date of the Indenture, or any income, profits or proceeds therefrom except, in the case of any property or asset that does not constitute Collateral, Permitted Liens; provided that any Lien on such assets shall be permitted notwithstanding that it is not a Permitted Lien if all payments due under the Indenture, the Notes and the Note Guarantees are secured on an equal and ratable basis (or prior basis in the case of any Debt that is subordinated in right of payment to the Notes or the Note Guarantees) with the obligations so secured until such time as such obligations are no longer secured by a Lien; and in the case of any property or asset that constitutes Collateral, Permitted Collateral Liens.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

        (1)   pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Parent or any of its Restricted Subsidiaries or pay any liabilities owed to the Parent or any of its Restricted Subsidiaries;

        (2)   make loans or advances to the Parent or any of its Restricted Subsidiaries; or

        (3)   transfer any of its properties or assets to the Parent or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions:

        (1)   existing under, by reason of or with respect to any Credit Facility, the Security Documents, Existing Indebtedness or any other agreements in effect on the date of the Indenture and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those contained in the Credit Facilities, the Security Documents, Existing Indebtedness or such other agreements, as the case may be, as in effect on the date of the Indenture;

        (2)   set forth in the Indenture, the Notes and the Note Guarantees;

        (3)   existing under, by reason of or with respect to applicable law;

81

        (4)   with respect to any Person or the property or assets of a Person acquired by the Parent or any of its Restricted Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;

        (5)   in the case of clause (3) of the first paragraph of this covenant:

        (A)  that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

        (B)  existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent or any Restricted Subsidiary thereof not otherwise prohibited by the Indenture, or

        (C)  arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Parent or any Restricted Subsidiary thereof in any manner material to the Parent or any Restricted Subsidiary thereof;

        (6)   existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition;

        (7)   existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;

        (8)   existing under, by reason of or with respect to provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture agreements and which the Board of Directors of the Parent determines in good faith will not adversely affect the Company's ability to make payments of principal or interest payments on the Notes; and

        (9)   existing under, by reason of or with respect to provisions with respect to any Indebtedness incurred in compliance with the covenant under the caption "—Incurrence of Indebtedness," or any agreement pursuant to which such Indebtedness is issued, if the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Board of Directors of the Parent) and the Board of Directors of the Parent determines that any such encumbrance or restriction will not materially affect the Company's ability to pay interest or principal on the Notes.

Merger, Consolidation or Sale of Assets

        Neither the Company nor the Parent will, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company or the Parent, as applicable, is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to another Person, unless:

        (1)   either: (a) the Company or the Parent, as applicable, is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or the Parent, as applicable), or to which such sale, assignment, transfer, conveyance or

82

other disposition will have been made (i) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) assumes all the obligations of the Company or the Parent, as applicable, under the Notes, the Note Guarantee, the Indenture, the Security Documents and the Registration Rights Agreement, as the case may be, pursuant to agreements reasonably satisfactory to the Trustee;

        (2)   immediately after giving effect to such transaction, no Default or Event of Default exists;

        (3)   immediately after giving effect to such transaction on a pro forma basis, the Company or the Parent, as applicable, or the Person formed by or surviving any such consolidation or merger (if other than the Company or the Parent, as applicable), or to which such sale, assignment, transfer, conveyance or other disposition will have been made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (x) be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness" or (y) have a Fixed Charge Coverage Ratio that exceeds the Parent's Fixed Charge Coverage Ratio (determined without giving effect to such transaction) for such applicable four-quarter period;

        (4)   each Guarantor, unless such Guarantor is the Person with which the Company or the Parent has entered into a transaction under this covenant, will have by amendment to its Note Guarantee confirmed that its Note Guarantee will apply to the obligations of the Company or the surviving Person in accordance with the Notes and the Indenture; and

        (5)   the Parent delivers to the Trustee an Officers' Certificate (attaching the arithmetic computation to demonstrate compliance with clause (3) above) and Opinion of Counsel, in each case stating that such transaction and such agreement complies with this covenant and that all conditions precedent provided for herein relating to such transaction have been complied with.

        Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company or the Parent, as applicable, in accordance with this covenant, the successor corporation formed by such consolidation or into or with which the Company or the Parent, as applicable, is merged or to which such sale, assignment, transfer, conveyance or other disposition is made will succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other disposition, the provisions of the Indenture referring to the "Company" or the "Parent", as applicable, will refer instead to the successor corporation and not to the Company or the Parent, as applicable), and may exercise every right and power of, the Company or the Parent, as applicable, under the Indenture with the same effect as if such successor Person had been named as the Company or the Parent, as applicable, in the Indenture.

        In addition, the Parent and its Restricted Subsidiaries may not, directly or indirectly, lease all or substantially all of the properties or assets of the Parent and its Restricted Subsidiaries considered as one enterprise, in one or more related transactions, to any other Person. Clause (3) above of this covenant will not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among the Parent or the Company and any of the Parent's Restricted Subsidiaries.

Transactions with Affiliates

        The Parent will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract,

83

agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

        (1)   such Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm's-length transaction by the Parent or such Restricted Subsidiary with a Person that is not an Affiliate of the Parent or any of its Restricted Subsidiaries; and

        (2)   the Parent delivers to the Trustee:

        (a)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a Board Resolution set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Parent; and

        (b)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Parent or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing.

        The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

        (1)   transactions between or among the Parent and/or its Restricted Subsidiaries;

        (2)   payment of reasonable and customary fees to, and reasonable and customary indemnification and similar payments on behalf of, directors of the Parent;

        (3)   Restricted Payments that are permitted by the provisions of the Indenture described above under the caption "—Restricted Payments;"

        (4)   any sale of Equity Interests (other than Disqualified Stock) of the Parent;

        (5)   transactions pursuant to agreements or arrangements in effect on the date of the Indenture and described in this prospectus, or any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not more disadvantageous to the Parent and its Restricted Subsidiaries than the original agreement or arrangement in existence on the date of the Indenture; and

        (6)   any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Parent or any of its Restricted Subsidiaries with officers and employees of the Parent or any of its Restricted Subsidiaries and the payment of compensation to officers and employees of the Parent or any of its Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), so long as such agreement or payment have been approved by a majority of the disinterested members of the Board of Directors of the Parent.

84

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors of the Parent may designate any Restricted Subsidiary of the Parent, other than the Company, to be an Unrestricted Subsidiary; provided that:

        (1)   any Guarantee by the Parent or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Parent or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under the covenant described above under the caption "—Incurrence of Indebtedness;"

        (2)   the aggregate Fair Market Value of all outstanding Investments owned by the Parent and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Parent or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under the covenant described above under the caption "—Restricted Payments;"

        (3)   such Subsidiary does not hold any Liens on any property of the Parent or any Restricted Subsidiary thereof;

        (4)   the Subsidiary being so designated:

        (a)   is not party to any agreement, contract, arrangement or understanding with the Parent or any Restricted Subsidiary of the Parent unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent;

        (b)   is a Person with respect to which neither the Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results;

        (c)   has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Parent or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and

        (d)   has at least one director on its Board of Directors that is not a director or officer of the Parent or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or officer of the Parent or any of its Restricted Subsidiaries; and

        (5)   no Default or Event of Default would be in existence following such designation.

        Any designation of a Restricted Subsidiary of the Parent as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by the Indenture. If, at any time, any Unrestricted Subsidiary (x) would fail to meet any of the preceding requirements described in subclauses (a), (b) or (c) of clause (4) above, or (y) fails to meet the requirement described in subclause (d) of clause (4) above and such failure continues for a period of 30 days, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be Incurred or made by a Restricted Subsidiary of the Parent as of such date and, if such Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under the Indenture, the Parent will be in default under the Indenture.

85

        The Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

        (1)   such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under the covenant described under the caption "—Incurrence of Indebtedness;"

        (2)   all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under the covenant described above under the caption "—Restricted Payments;"

        (3)   all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the caption "—Liens;" and

        (4)   no Default or Event of Default would be in existence following such designation.

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries

        The Parent will not transfer, convey, sell or otherwise dispose of, and will not permit any of its Restricted Subsidiaries to, issue, transfer, convey, sell or otherwise dispose of any Equity Interests in any Restricted Subsidiary of the Parent to any Person (other than the Parent or a Restricted Subsidiary of the Parent or, if necessary, shares of its Capital Stock constituting directors' qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law), except sales of Equity Interests of a Restricted Subsidiary of the Parent by the Parent or a Restricted Subsidiary thereof; provided that (x) the Parent or such Restricted Subsidiary selling such Equity Interests complies with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales," (y) any sales of Preferred Stock of a Restricted Subsidiary that result in such Preferred Stock being held by a Person other than the Parent or a Restricted Subsidiary thereof will be deemed to be an Incurrence of Indebtedness and must comply with the covenant described above under the caption "—Incurrence of Indebtedness" and (z) if, immediately after giving effect to such issuance, transfer, conveyance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under the covenant described above under the caption "—Restricted Payments" if made on the date of such issuance or sale.

Guarantees

        If the Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (excluding any Domestic Subsidiary of a Foreign Subsidiary) on or after the date of the Indenture, then that newly acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and a joinder agreement to the Intercreditor Agreement or enter into a substantially similar intercreditor agreement and deliver an Opinion of Counsel to the Trustee.

        The Parent will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Parent or any other Restricted Subsidiary thereof unless such Restricted Subsidiary (i) is the Company or a Subsidiary Guarantor or simultaneously executes and delivers to the Trustee an Opinion of Counsel and a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee will be senior to or pari passu with such Subsidiary's Guarantee of such other Indebtedness, and (ii) if not already party thereto, executes a joinder agreement to the

86

Intercreditor Agreement or enters into a substantially similar intercreditor agreement and delivers an Opinion of Counsel to the Trustee.

        A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, other than the Parent, Company or another Subsidiary Guarantor, unless:

        (1)   immediately after giving effect to that transaction, no Default or Event of Default exists; and

        (2)   either:

        (a)   the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Subsidiary Guarantor under the Indenture, its Note Guarantee, the Registration Rights Agreement and the Security Documents pursuant to a supplemental indenture satisfactory to the Trustee; or

        (b)   such sale or other disposition or consolidation or merger complies with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales."

        The Note Guarantee of a Subsidiary Guarantor will be released:

        (1)   in connection with any sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Parent, if the sale of all such Capital Stock of that Subsidiary Guarantor complies with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales;"

        (2)   if the Parent properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under the Indenture; or

        (3)   solely in the case of a Note Guarantee created pursuant to the second paragraph of this covenant, upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to this covenant, except a discharge or release by or as a result of payment under such Guarantee.

Payments for Consent

        The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

        The Company will furnish to the Trustee and, upon request, to beneficial owners and prospective investors a copy of all of the information and reports referred to in clauses (1) and (2) below within the time periods specified in the Commission's rules and regulations:

        (1)   all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if it were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of

87

Operations" and, with respect to the annual information only, a report on the annual financial statements by its certified independent accountants; and

        (2)   all current reports that would be required to be filed with the Commission on Form 8-K if it were required to file such reports.

        Whether or not required by the Commission, the Company will comply with the periodic reporting requirements of the Exchange Act and will file the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Company's filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the Commission.

        If the Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this covenant will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent.

        Notwithstanding the foregoing, so long as the Parent is a Guarantor, the reports, information and other documents required to be filed and provided by the Company as described above will be satisfied by those of Parent, so long as such filings would satisfy the Commission's requirements.

        In addition, the Company and the Guarantors have agreed that, for so long as any Notes remain outstanding and each of the Parent and the Company is not required to comply with the periodic reporting requirements of the Exchange Act, they will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

        Each of the following is an Event of Default:

        (1)   default for 30 days in the payment when due of interest on, or Additional Interest with respect to, the Notes;

        (2)   default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the Notes;

        (3)   failure by the Parent, the Company or any of the Parent's Restricted Subsidiaries to comply with the provisions described under the captions "—Special Redemption," "—Repurchase at the Option of Holders—Change of Control," "—Repurchase at the Option of Holders—Asset Sales" or "—Certain Covenants—Merger, Consolidation or Sale of Assets;"

        (4)   failure by the Parent, the Company or any of the Parent's Restricted Subsidiaries for 30 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with any of the other agreements in the Indenture;

        (5)   default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Parent, the Company or any of the Parent's Restricted Subsidiaries (or the payment of which is Guaranteed by the Parent, the

88

Company or any of the Parent's Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, if that default:

        (a)   is caused by a failure to make any payment when due at the final maturity of such Indebtedness (a "Payment Default"); or

        (b)   results in the acceleration of such Indebtedness prior to its express maturity (until and unless such acceleration is rescinded by the holder(s) of such Indebtedness),

and, in each case, the amount of any such Indebtedness, together with the amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

        (6)   failure by the Parent, the Company or any of the Parent's Restricted Subsidiaries to pay final judgments (to the extent such judgments are not paid or covered by insurance provided by a reputable carrier that has the ability to perform and has acknowledged coverage in writing) aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

        (7)   except as permitted by the Indenture, any Note Guarantee will be held in any judicial proceeding to be unenforceable or invalid or will cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, will deny or disaffirm its obligations under its Note Guarantee;

        (8)   any security interest and Lien purported to be created by any Security Document with respect to any Collateral, individually or in the aggregate, having a Fair Market Value in excess of $10.0 million (a) ceases to be in full force and effect, (b) ceases to give the Collateral Agent, for the benefit of the Priority Lien Secured Parties, the Liens, rights, powers and privileges purported to be created and granted thereby (including a perfected first-priority security interest in and Lien on, all of the Collateral thereunder) in favor of the Collateral Agent, or (c) is asserted by the Parent, the Company or any other Guarantor not to be, a valid, perfected, first priority (except as otherwise expressly provided in the Indenture or the Intercreditor Agreement) security interest in or Lien on the Collateral covered thereby; and

        (9)   certain events of bankruptcy or insolvency with respect to the Parent, the Company, any Subsidiary Guarantor or any Significant Subsidiary of the Parent (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary).

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Parent, the Company, any Subsidiary Guarantor or any Significant Subsidiary of the Parent (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default.

        Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Additional Interest) if it determines that withholding notice is in their interest.

        The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in

89

the payment of interest or Additional Interest on, or the principal of, the Notes. The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. A Holder may not pursue any remedy with respect to the Indenture or the Notes unless:

        (1)   the Holder gives the Trustee written notice of a continuing Event of Default;

        (2)   the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;

        (3)   such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

        (4)   the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

        (5)   during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request.

        However, such limitations do not apply to the right of any Holder of a Note to receive payment of the principal of, premium or Additional Interest, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right will not be impaired or affected without the consent of the Holder.

        In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Parent or the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Parent or the Company with the intention of avoiding the prohibition on redemption of the Notes, then a premium of 3% of the principal amount of the Notes will also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

        The Parent is required to deliver to the Trustee annually within 90 days after the end of each fiscal year a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Parent is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator, stockholder, member, manager or partner of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

90

Legal Defeasance and Covenant Defeasance

        The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Note Guarantees ("Legal Defeasance") except for:

        (1)   the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below;

        (2)   the Company's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

        (3)   the rights, powers, trusts, duties and immunities of the Trustee, and the Company's and the Guarantors' obligations in connection therewith; and

        (4)   the Legal Defeasance provisions of the Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "—Events of Default and Remedies" will no longer constitute Events of Default with respect to the Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1)   the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

        (2)   in the case of Legal Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

91

        (4)   no Default or Event of Default will have occurred and be continuing either: (a) on the date of such deposit; or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit;

        (5)   such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries is bound;

        (6)   the Company must have delivered to the Trustee an Opinion of Counsel to the effect that, (1) assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 123rd day following the deposit and assuming that no Holder is an "insider" of the Company under applicable bankruptcy law, after the 123rd day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, including Section 547 of the United States Bankruptcy Code and Section 15 of the New York Debtor and Creditor Law and (2) the creation of the defeasance trust does not violate the Investment Company Act of 1940;

        (7)   the Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others;

        (8)   if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and

        (9)   the Company must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the Note Documents may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture, the Intercreditor Agreement or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

        Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

        (1)   reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

        (2)   reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes;

        (3)   reduce the rate of or change the time for payment of interest on any Note;

        (4)   waive a Default or Event of Default in the payment of principal of, or interest, or premium or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

92

        (5)   make any Note payable in money other than U.S. dollars;

        (6)   make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on, the Notes;

        (7)   release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture;

        (8)   release all or substantially all of the Collateral from the Liens created by the Security Documents except as specifically provided for in the Indenture and the Security Documents;

        (9)   impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees;

        (10) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the covenant described under the caption "—Repurchase at the Option of Holders—Asset Sales" after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with the covenant described under the caption "—Repurchase at the Option of Holders—Change of Control" after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;

        (11) except as otherwise permitted under the covenants described under the captions "—Certain Covenants—Merger, Consolidation and Sale of Assets" and "—Certain Covenants—Guarantees," consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under the Indenture;

        (12) amend or modify any of the provisions of the Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in any manner adverse to the Holders of the Notes or any Note Guarantee; or

        (13) make any change in the preceding amendment and waiver provisions.

        Notwithstanding the preceding, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement the Note Documents:

        (1)   to cure any ambiguity, defect or inconsistency;

        (2)   to provide for uncertificated Notes in addition to or in place of certificated Notes;

        (3)   to provide for the assumption of the Company's or any Guarantor's obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's or such Guarantor's assets;

        (4)   to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the legal rights under the Indenture of any such Holder;

        (5)   to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

        (6)   to comply with the provisions described under "—Certain Covenants—Guarantees;"

        (7)   to evidence and provide for the acceptance of appointment by a successor Trustee;

        (8)   to provide for the issuance of Additional Notes in accordance with the Indenture; or

93

        (9)   to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of this "Description of New Notes" section of this prospectus to the extent such provision of the Indenture, the Note Guarantees or the Notes was intended to conform to the text of this "Description of New Notes" section.

Satisfaction and Discharge

        The Indenture and the Security Documents will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

        (1)   either:

        (a)   all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

        (b)   all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

        (2)   no Default or Event of Default will have occurred and be continuing on the date of such deposit or will occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

        (3)   the Company or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

        (4)   the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

        In addition, the Company must deliver an Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the Trustee becomes a creditor of the Company or any Guarantor, the Indenture and the Trust Indenture Act limit its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

        The Indenture provides that in case an Event of Default will occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder will have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

94

Governing Law

        The Note Documents (except to the extent local law governs perfection of liens and enforcement of remedies) provide that they will be governed by, and construed in accordance with, the laws of the State of New York.

Book-Entry, Delivery and Form

        Except as set forth below, the new notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The new notes will be issued in the form of one or more registered notes in book-entry form (collectively, the "Global Notes"). Each such Global Note will be registered in the name of a nominee of DTC, as depositary, and will be deposited with DTC or a nominee thereof or custodian therefor. Interest in each such Global Note will not be exchangeable for certificated notes in definitive, fully registered form, except in the limited circumstances described below. We will be entitled, along with the Trustee and any other agent, to treat DTC or its nominee, as the case may be, as the sole owner and holder of the Global Notes for all purposes.

        So long as DTC or its nominee or a common depositary is the registered holder of a Global Note, DTC or such nominee or common depositary, as the case may be, will be considered the sole owner and holder of such Global Note, and of the notes represented thereby, for all purposes under the Indenture and the new notes and the beneficial owners of new notes will be entitled only to those rights and benefits afforded to them in accordance with DTC's regular operating procedures. Upon specified written instructions of a DTC participant, DTC will have its nominee assist its participants in the exercise of certain holders' rights, such as a demand for acceleration or an instruction to the Trustee. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have new notes represented by a Global Note registered in their names, will not receive or be entitled to receive physical delivery of new notes in certificated form and will not be considered the registered holders thereof under the Indenture.

        Ownership of beneficial interests in a Global Note will be limited to DTC participants or persons who hold interests through DTC participants. Upon the issuance of a Global Note, DTC or its custodian will credit on its internal system the respective principal amount of the individual beneficial interest represented by such Global Note to the accounts of its participants. Ownership of beneficial interests in a global note will be shown on, and the transfer of those ownership interests will be effected through, records maintained by DTC or its nominee (with respect to interests of participants) or by any such participant (with respect to interests of persons held by such participants on their behalf). Payments, transfers, exchanges and other matters relating to beneficial interests in a Global Note may be subject to various policies and procedures adopted by DTC from time to time. None of the Company, the Trustee or any of their agents will have any responsibility or liability for any aspect of DTC's or any DTC participant's records relating to, or for payments made on account of, beneficial interest in any Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial interests.

        DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds certificates that its participants deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts, thereby eliminating the need for the physical movement of securities certificates. Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.

95

DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.

        Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear Bank, S.A./N.V. as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, S.A. ("Clearstream"), which may change from time to time.

Depository Procedures

        The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

        DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

        DTC has also advised the Company that, pursuant to procedures established by it:

        (1)   upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the Initial Purchasers with portions of the principal amount of the Global Notes; and

        (2)   ownership of these interests in the Global Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

        All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a person having beneficial interest in a Global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or "Holders" thereof under the Indenture for any purpose.

96

        Payments in respect of the principal of, and interest and premium and Additional Interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, the Company and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or

        (2)   any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised the Company that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Subject to the transfer restrictions set forth under "Notice to Investors," transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

        Subject to compliance with the transfer restrictions applicable to the Notes described herein, cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        DTC has advised the Company that it will take any action permitted to be taken by a Holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

97

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Company nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for definitive Notes in registered certificated form ("Certificated Notes") if:

        (1)   DTC (a) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act, and in each case the Company fails to appoint a successor depositary;

        (2)   the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes (DTC has advised the Company that, in such event, under its current practices, DTC would notify its participants of the Company's request, but will only withdraw beneficial interests from a Global Note at the request of each DTC participant); or

        (3)   there will have occurred and be continuing a Default or Event of Default with respect to the Notes.

        In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in "Notice to Investors," unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

        Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes. See "Notice to Investors."

Same Day Settlement and Payment

        The Company will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, interest and Additional Interest, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. The Company will make all payments of principal, interest and premium and Additional Interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each such Holder's registered address. The Notes represented by the Global Notes are expected to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such

98

crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Company that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

Certain Definitions

        Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

        "Acquisition" means the acquisition by the Parent and certain Subsidiaries of the on-shore seismic and related multi-client library business of Petroleum Geo-Services ASA, a Norwegian corporation, pursuant to the Purchase Agreement, dated December 3, 2009, by and among the Parent and certain direct and indirect wholly-owned Subsidiaries of the Parent and Petroleum Geo Services ASA and certain direct and indirect wholly-owned Subsidiaries of Petroleum Geo-Service ASA.

        "Acquisition Closing Date" means the date on which the Acquisition is consummated [February 1, 2010].

        "Act of Instructing Debtholders" means, as to any matter at any time, a direction in writing delivered to the Collateral Agent by the Priority Debt Representative of the holders of the Series of Priority Lien Debt comprising the largest portion of the outstanding Priority Lien Debt.

        For purposes of this definition, (a) neither Hedging Obligations owed to a non-holder of other Priority Lien Debt nor Priority Lien Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company will be deemed to be outstanding and (b) votes will be determined in accordance with the provisions described above under the caption "—Intercreditor Agreement—Voting."

        "Actionable Default" means the occurrence of any event of default under any Security Document, the result of which is that:

        (1)   the holders of Priority Lien Debt under such Security Document have the right to declare all of the Priority Lien Obligations thereunder to be due and payable prior to the Stated Maturity thereof; or

        (2)   such Priority Lien Obligations automatically become due and payable prior to the Stated Maturity thereof.

        "Additional Interest" means all additional interest owing on the Notes pursuant to the Registration Rights Agreement.

        "Affiliate" of any specified Person means (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (2) any executive officer or director of such specified Person. For purposes of this definition, "control," as used with respect to any Person, will mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" will have correlative meanings.

99

        "Asset Sale" means:

        (1)   the sale, lease, conveyance or other disposition of any assets, other than a transaction governed by the provisions of the Indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control" and/or the provisions described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets;" and

        (2)   the issuance of Equity Interests by any of the Parent's Restricted Subsidiaries or the sale by the Parent or any Restricted Subsidiary thereof of Equity Interests in any of its Subsidiaries (other than directors' qualifying shares and shares issued to foreign nationals to the extent required by applicable law).

        Notwithstanding the preceding, the following items will be deemed not to be Asset Sales:

        (1)   any single transaction or series of related transactions that involves assets or Equity Interests having a Fair Market Value of less than $500,000;

        (2)   a transfer of assets or Equity Interests between or among the Parent and its Restricted Subsidiaries; provided however to the extent such transfer involves Collateral or any part thereof and the transferee is not the Company or a Guarantor, the transferee shall execute a joinder agreement to the Intercreditor Agreement or enter into a substantially similar intercreditor agreement immediately upon consummation of such transaction in accordance with the requirements of the Security Documents to pledge such transferred Collateral;

        (3)   an issuance of Equity Interests by a Restricted Subsidiary of the Parent to the Parent or to another Restricted Subsidiary;

        (4)   the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

        (5)   the sale or other disposition of Cash Equivalents;

        (6)   dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

        (7)   a Restricted Payment that is permitted by the covenant described above under the caption "—Certain Covenants—Restricted Payments" and any Permitted Investment;

        (8)   any sale or disposition of any property or equipment that has become damaged, worn out or obsolete; and

        (9)   the creation of a Lien not prohibited by the Indenture.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" will have a corresponding meaning.

        "Board of Directors" means:

        (1)   with respect to a corporation, the board of directors of the corporation or, except in the context of the definitions of "Change of Control" and "Continuing Directors," a duly authorized committee thereof;

        (2)   with respect to a partnership, the Board of Directors of the general partner of the partnership; and

100

        (3)   with respect to any other Person, the board or committee of such Person serving a similar function.

        "Board Resolution" means a resolution certified by the Secretary or an Assistant Secretary of the Parent or the Company, as applicable, to have been duly adopted by the Board of Directors of the Parent or the Company, as applicable, and to be in full force and effect on the date of such certification.

        "Business Day" means any day other than a Legal Holiday.

        "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

"Capital Stock" means:

        (1)   in the case of a corporation, corporate stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

        (4)   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 assets of, the issuing Person.

        "Cash Equivalents" means:

        (1)   U.S. dollars and Euros;

        (2)   securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), maturing, unless such securities are deposited to defease any Indebtedness, not more than six months from the date of acquisition;

        (3)   certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a rating at the time of acquisition thereof of P-1 or better from Moody's Investors Service, Inc. or A-1 or better from Standard & Poor's Rating Services;

        (4)   repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

        (5)   commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Rating Services and in each case maturing within six months after the date of acquisition;

        (6)   securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, rated at least "A" by Moody's Investors Service, Inc. or Standard & Poor's Rating Services and having maturities of not more than six months from the date of acquisition; and

        (7)   money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition.

101

        "Change of Control" means the occurrence of any of the following:

        (1)   the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Parent and its Restricted Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Principals;

        (2)   the adoption of a plan relating to the liquidation or dissolution of the Parent or the Company;

        (3)   any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Principals, becomes the Beneficial Owner, directly or indirectly, of 35% or more of the voting power of the Voting Stock of the Parent;

        (4)   the first day on which a majority of the members of the Board of Directors of the Parent or the Company are not Continuing Directors; or

        (5)   the Parent or the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into the Parent or the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Parent or the Company, as the case may be, or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of the Parent or the Company, as the case may be, outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (B) immediately after such transaction, no "person" or "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than the Principals, becomes, directly or indirectly, the Beneficial Owner of 35% or more of the voting power of the Voting Stock of the surviving or transferee Person.

        (6)   Parent ceases to own 100% of the Equity Interests of the Company (unless the Parent and the Company are merged).

        "Collateral Accounts" means any segregated account under the sole control of the Collateral Agent for the benefit of the Holders of the Notes and the holders of other Priority Lien Debt, and includes all cash and Cash Equivalents received by the Trustee, Revolver Agent or the Collateral Agent from an Asset Sale of Collateral, foreclosures on or sales of Collateral, or any other awards or proceeds pursuant to the Security Documents, including earnings, revenues, rents, issues, profits and income from such Collateral received pursuant to the Security Documents, and interest earned thereon.

        "Collateral Agent" means U.S. Bank National Association, acting as the collateral agent under the Security Documents.

        "Commission" means the United States Securities and Exchange Commission.

        "Common Stock" means, with respect to any Person, any Capital Stock (other than Preferred Stock) of such Person, whether outstanding on the date of the Indenture or issued thereafter.

        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

        (1)   provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

102

        (2)   Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income; plus

        (3)   depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; provided that if any non-cash expense is recovered for cash in future periods, the amount of such cash will be deducted in computing Consolidated Net Income in the period of receipt; minus

        (4)   non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue consistent with past practice;

        in each case, on a consolidated basis and determined in accordance with GAAP.

        Notwithstanding the preceding, the provision for taxes based on the income or profits of, the Fixed Charges of and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the Parent will be added to Consolidated Net Income to compute Consolidated Cash Flow of the Parent (A) in the same proportion that the Net Income of such Restricted Subsidiary was added to compute such Consolidated Net Income of the Parent and (B) only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed to the Parent by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

        "Consolidated Net Income" means, for any period, the aggregate of the Net Income of the Parent and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

        (1)   the Net Income or loss of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary thereof;

        (2)   the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equityholders;

        (3)   the Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition will be excluded; and

        (4)   the cumulative effect of a change in accounting principles will be excluded.

103

Consolidated Secured Leverage Ratio" means, as of any date of determination, the ratio of (i) total consolidated secured Indebtedness of the Parent and its Restricted Subsidiaries as of such date, after giving effect to all Incurrences and repayments of Indebtedness on or about such date, to (ii) Consolidated Cash Flow of the Parent for the most recent four consecutive fiscal quarters for which financial statements are available ending prior to such date, with such pro forma and other adjustments as are appropriate and consistent with the pro forma and other adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Parent or the Company, as applicable, who:

        (1)   was a member of such Board of Directors on the date of the Indenture; or

        (2)   was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

        "Credit Facilities" means, one or more debt facilities (including, without limitation, the Revolving Credit Facility), commercial paper facilities or indentures, in each case with banks or other institutional lenders or a trustee, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or issuances of notes, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

        "Currency Agreement" means any financial arrangement entered into between a Person (or its Restricted Subsidiaries) and a counterparty on a case by case basis in connection with a foreign exchange futures contract, currency swap agreement, currency option or currency exchange or other similar currency related transactions, the purpose of which is to mitigate or eliminate its exposure to fluctuations in exchange rates and currency values.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Discharge of Priority Bank Debt Obligations" means the occurrence of (x) termination of all commitments to extend credit that would constitute Priority Bank Debt and (y) payment in full in cash of the principal of and interest and premium (if any) on all Priority Bank Debt.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Parent to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Parent may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments." The term "Disqualified Stock" will also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the date on which the Notes mature.

        "Domestic Subsidiary" means any Restricted Subsidiary of the Parent other than a Restricted Subsidiary that is (1) a "controlled foreign corporation" under Section 957 of the Internal Revenue Code (a) whose primary operating assets are located outside the United States and (b) that is not

104

subject to tax under Section 882(a) of the Internal Revenue Code because of a trade or business within the United States or (2) a Subsidiary of an entity described in the preceding clause (1).

        "Enforcement Action" means:

        (a)   notifying any debtors to direct payments, in respect of receivables that are subject to Liens, to a creditor or directly collecting accounts receivables that are subject to Liens or other payment rights of the Parent or any Subsidiary that are subject to Liens; and

        (b)   exercising any rights or remedies (including any right of set-off or recoupment) with respect to any Collateral or taking any steps, proceedings or actions action whatsoever whether at law (including, without limitation, under the Uniform Commercial Code or any other personal property security act) or under any of the Security Documents, in any such case, to enforce all or any of the Security Documents or any other rights with respect to any Collateral (including any steps, proceedings or actions to foreclose upon, or to take possession of or to sell all or any of the Collateral, or any other enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien, whether arising pursuant to the Security Documents, in connection with a judgment against the Parent or any Subsidiary or otherwise).

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means any public or private placement of Capital Stock (other than Disqualified Stock) of the Parent (other than (x) public offerings with respect to the Parent's Capital Stock, or options, warrants or rights, registered on Form S-4 or S-8, (y) an issuance to any Subsidiary or (z) any offering of Capital Stock issued in connection with a transaction that constitutes a Change of Control) to any Person other than any Subsidiary thereof or the Principals.

        "Existing Indebtedness" means the aggregate amount of Indebtedness of the Parent and its Restricted Subsidiaries (other than Indebtedness under the Revolving Credit Facility or under the Notes and the related Note Guarantees) in existence on the date of the Indenture after giving effect to the application of the proceeds of (1) the Notes and (2) any borrowings made under the Revolving Credit Facility on the date of the Indenture, until such amounts are repaid.

        "Fair Market Value" means the price that would be paid in an arm's-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors of the Parent, whose determination, unless otherwise specified below, will be conclusive if evidenced by a Board Resolution. Notwithstanding the foregoing, (1) the Board of Directors' determination of Fair Market Value must be evidenced by a Board Resolution attached to an Officers' Certificate delivered to the Trustee if the Fair Market Value exceeds $5.0 million and (2) the Board of Directors' determination of Fair Market Value must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $10.0 million.

        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:

        (1)   the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

105

        (2)   the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

        (3)   any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

        (4)   the product of (a) all dividends, paid in cash, on any series of Disqualified Stock or Preferred Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests (other than Disqualified Stock) of the Parent or to the Parent or a Restricted Subsidiary of the Parent, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal,

        in each case, on a consolidated basis and in accordance with GAAP.

        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such period.

        In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

        (1)   acquisitions and dispositions of business entities or property and assets constituting a division or line of business of any Person that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

        (2)   the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, will be excluded;

        (3)   the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; and

        (4)   consolidated interest expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate will be computed as if the rate in effect on the Calculation Date (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period.

        "Foreign Subsidiary" means any Restricted Subsidiary other than a Domestic Subsidiary.

106

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.

        "Government Securities" means securities that are direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged.

        "Guarantee" means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

        "Guarantors" means:

        (1)   the Parent and all of the Domestic Subsidiaries of the Parent (other than the Company); and

        (2)   any other Subsidiary that executes a Note Guarantee in accordance with the provisions of the Indenture;

and their respective successors and assigns until released from their obligations under their Note Guarantees and the Indenture in accordance with the terms of the Indenture.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

        (1)   interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements with respect to interest rates;

        (2)   commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements with respect to commodity prices; and

        (3)   foreign exchange contracts, currency swap agreements and other agreements or arrangements with respect to foreign currency exchange rates.

        "Holder" means a Person in whose name a Note is registered.

        "Incur" means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness (and "Incurrence" and "Incurred" will have meanings correlative to the foregoing); provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Parent and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock (to the extent provided for when the Indebtedness or Disqualified Stock or Preferred Stock on which such interest or dividend is paid was originally issued) will be considered an Incurrence of Indebtedness; provided that in each case the amount thereof is for all other purposes included in the Fixed Charges and Indebtedness of the Parent or its Restricted Subsidiary as accrued.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

        (1)   in respect of borrowed money;

107

        (2)   evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

        (3)   in respect of banker's acceptances;

        (4)   in respect of Capital Lease Obligations;

        (5)   in respect of the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense or trade payable;

        (6)   representing Hedging Obligations;

        (7)   representing Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends; or

        (8)   in the case of a Subsidiary of such Person, representing Preferred Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends.

        In addition, the term "Indebtedness" includes (x) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), provided that the amount of such Indebtedness will be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness, and (y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock or Preferred Stock which does not have a fixed repurchase price will be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock, as applicable, as if such Disqualified Stock or Preferred Stock were repurchased on any date on which Indebtedness will be required to be determined pursuant to the Indenture.

        The amount of any Indebtedness outstanding as of any date will be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and will be:

        (1)   the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

        (2)   the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

        The amount of Indebtedness denominated in any foreign currency will be the amount of U.S. dollars into which such the value of the foreign currency represented by such Indebtedness could be exchanged on the date of determination.

        "Interest Rate Agreement" means any financial arrangement entered into between a Person (or its Restricted Subsidiaries) and a counterparty on a case by case basis in connection with interest rate swap transactions, interest rate options, cap transactions, floor transactions, collar transactions and other similar interest rate protection related transactions, the purpose of which is to mitigate or eliminate its exposure to fluctuations in interest rates.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans or other extensions of credit (including Guarantees), advances, capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP (other than investments in multi-client seismic libraries, data, working interests or leasehold interests acquired in connection with the provision of seismic data acquisition services).

108

        If the Parent or any Restricted Subsidiary of the Parent sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Parent such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Parent, the Parent will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Investment in such Subsidiary not sold or disposed of. The acquisition by the Parent or any Restricted Subsidiary of the Parent of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Parent or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person.

        "Issue Date" means the date of original issuance of the Notes under the Indenture.

        "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized or required by law, regulation or executive order to remain closed.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        "Mortgages" means the mortgages, deeds of trust, deeds to secure Indebtedness or other similar documents securing Liens on the Premises, as well as the other Collateral secured by and described in the mortgages, deeds of trust, deeds to secure Indebtedness or other similar documents.

        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends, excluding, however:

        (1)   any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any sale of assets outside the ordinary course of business of such Person; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

        (2)   any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

        "Net Proceeds" means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by the Parent or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting, investment banking and brokerage fees, and sales commissions, and any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (3) amounts required to be applied to the repayment of Indebtedness or other liabilities secured by a Lien on the asset or assets that were the subject of such Asset Sale or required to be paid as a result of such sale, (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, (5) in the case of any Asset Sale by a Restricted Subsidiary of the Parent, payments to holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests held by the Parent or any Restricted Subsidiary thereof) to the extent that such payment is required to permit the distribution of such proceeds in respect of the Equity Interests in such Restricted Subsidiary held by the Parent or any Restricted Subsidiary thereof

109

and (6) appropriate amounts to be provided by the Parent or its Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in accordance with GAAP; provided that (a) excess amounts set aside for payment of taxes pursuant to clause (2) above remaining after such taxes have been paid in full or the statute of limitations therefor has expired and (b) amounts initially held in reserve pursuant to clause (6) no longer so held, will, in the case of each of subclause (a) and (b), at that time become Net Proceeds.

        "Note Documents" means the Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement (and related Security Documents), each Priority Debt Sharing Confirmation, and all other agreements related to the Indenture, the Notes and the Guarantees.

        "Note Guarantee" means a Guarantee of the Notes pursuant to the Indenture.

        "Notes Obligations" means the Obligations under the Indenture.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Obligor" means the Company, the Guarantors and each other Person (if any) that at any time provides collateral security for any Priority Lien Obligations.

        "Officer" means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

        "Officers' Certificate" means a certificate signed on behalf of the Parent or the Company, as the case may be, by at least two Officers of the Parent or the Company, as the case may be, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Parent or the Company, as the case my be, that meets the requirements of the Indenture.

        "Opinion of Counsel" means an opinion from legal counsel who is reasonably acceptable to the Trustee (who may be counsel to or an employee of the Parent or the Company) that meets the requirements of the Indenture.

        "Other Priority Lien Debt" means Priority Lien Debt other than Priority Bank Debt.

        "Permitted Business" means any business conducted or proposed to be conducted (as described in the prospectus) by the Parent and its Restricted Subsidiaries on the date of the Indenture and other businesses reasonably related or ancillary thereto.

"Permitted Collateral Liens" means the following types of Liens:

        (1)   Liens existing as of the date of the issuance of the Notes;

        (2)   Liens on Collateral securing an aggregate amount of Indebtedness not to exceed the maximum amount that would cause the Consolidated Secured Leverage Ratio, after giving effect to such Incurrence, to exceed 2.5 to 1.0; provided that (i) any such Liens shall be subordinated or equal in priority to the Liens securing the Notes, the Note Guarantees and other Priority Lien Obligations and (ii) the administrative agent or the trustee on behalf of the holders of such Indebtedness shall have executed an intercreditor agreement, pursuant to which it is agreed that such Liens are subordinated or equal in priority to the Liens securing the Notes, the Note Guarantees and the other Priority Lien Obligations on customary terms and conditions and that the holders of the Priority Bank Debt Obligations will receive payment in full of all Priority Bank Debt Obligations out of the proceeds of such Liens prior to such holders or lenders;

110

        (3)   Liens securing Debt under the Credit Facilities permitted to be incurred pursuant to clause (1) of the second paragraph of "—Certain Covenants—Incurrence of Indebtedness," which Liens may not rank higher than the Priority Liens;

        (4)   Liens securing the Parent's or any Restricted Subsidiary's obligations under Interest Rate Agreements or Currency Agreements permitted under "—Certain Covenants—Incurrence of Indebtedness" or any collateral for the Debt to which such Interest Rate Agreements or Currency Agreements relate, provided that each of the parties thereto shall have entered into the Security Documents;

        (5)   Liens described in clauses (5) through (21) of the definition of Permitted Liens;

        (6)   any extension, renewal or replacement, in whole or in part, of any Lien described in the foregoing clauses (1) through (4); provided that any such extension, renewal or replacement shall be no more restrictive in any material respect than the Lien so extended, renewed or replaced and shall not extend in any material respect to any additional property or assets; and

        (7)   any additional Liens on the Collateral to the extent and in the manner permitted by the Revolving Credit Facility.

        "Permitted Investments" means:

        (1)   any Investment in the Parent or in a Wholly Owned Restricted Subsidiary of the Parent that is a Subsidiary Guarantor;

        (2)   any Investment in cash or Cash Equivalents;

        (3)   any Investment by the Parent or any Restricted Subsidiary of the Parent in a Person, if as a result of such Investment:

        (a)   such Person becomes a Wholly Owned Restricted Subsidiary of the Parent and a Subsidiary Guarantor; or

        (b)   such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Parent or a Wholly Owned Restricted Subsidiary of the Parent that is a Subsidiary Guarantor;

        (4)   any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales;"

        (5)   Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnifies and compensation payable thereunder;

        (6)   stock, obligations or securities received in satisfaction of judgments;

        (7)   advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Parent or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business;

        (8)   commission, payroll, travel and similar advances to officers and employees of the Parent or any of its Restricted Subsidiaries that are expected at the time of such advance ultimately to be recorded as an expense in conformity with GAAP; and

111

        (9)   other Investments in any Person (provided that any such Person is not an Affiliate of the Parent or is an Affiliate of the Parent solely because the Parent, directly or indirectly, owns Equity Interests in, or controls, such Person) having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) since the date of the Indenture, not to exceed $10.0 million.

        "Permitted Liens" means:

        (1)   Liens on the assets of the Company and any Guarantor securing Indebtedness Incurred under clause (1) of the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness;"

        (2)   Liens in favor of the Parent, the Company or any Restricted Subsidiary that is a Subsidiary Guarantor;

        (3)   Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Parent or any Restricted Subsidiary of the Parent; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Parent or the Restricted Subsidiary;

        (4)   Liens on property existing at the time of acquisition thereof by the Parent or any Restricted Subsidiary of the Parent, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by the Parent or the Restricted Subsidiary;

        (5)   Liens securing the Notes (other than any Additional Notes and related Guarantees) and the Note Guarantees;

        (6)   Liens existing on the date of the Indenture (other than any Liens securing Indebtedness Incurred under clause (1) of the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness");

        (7)   Liens securing Permitted Refinancing Indebtedness; provided that such Liens do not extend to any property or assets other than the property or assets that secure the Indebtedness being refinanced;

        (8)   Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that (a) the Incurrence of such Indebtedness was not prohibited by the Indenture and (b) such defeasance or satisfaction and discharge is not prohibited by the Indenture;

        (9)   Liens securing obligations that do not exceed $10.0 million at any one time outstanding;

        (10) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness;" provided that any such Lien (i) covers only the assets acquired, constructed or improved with such Indebtedness and (ii) is created within 180 days of such acquisition, construction or improvement;

        (11) Liens on cash or Cash Equivalents securing Hedging Obligations of the Parent or any of its Restricted Subsidiaries (a) that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, or (b) securing letters of credit that support such Hedging Obligations;

112

        (12) Liens incurred or deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance or other social security obligations;

        (13) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, or other similar obligations arising in the ordinary course of business;

        (14) survey exceptions, encumbrances, easements or reservations of, or rights of other for, rights of way, zoning or other restrictions as to the use of properties, and defects in title which, in the case of any of the foregoing, were not incurred or created to secure the payment of Indebtedness, and which in the aggregate do no materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by the Parent or any of its Restricted Subsidiaries;

        (15) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

        (16) Liens, deposits or pledges to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations; and Liens, deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations;

        (17) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Parent or any Subsidiary thereof on deposit with or in possession of such bank;

        (18) any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense;

        (19) Liens for taxes, assessments and governmental charges not yet delinquent or being contested in good faith and for which adequate reserves have been established to the extent required by GAAP;

        (20) Liens arising from precautionary UCC financing statements regarding operating leases or consignments; and

        (21) Liens of franchisors in the ordinary course of business not securing Indebtedness.

        "Permitted Refinancing Indebtedness" means any Indebtedness of the Parent or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Parent or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

        (1)   the amount of such Permitted Refinancing Indebtedness does not exceed the amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued and unpaid interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses incurred in connection therewith);

        (2)   such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

        (3)   if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or the Note Guarantees, such Permitted

113

Refinancing Indebtedness has a final maturity date later than the final maturity date of the Notes and is subordinated in right of payment to the Notes or the Note Guarantees, as applicable, on terms at least as favorable, taken as a whole, to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

        (4)   if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Notes or any Note Guarantees, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Notes or such Note Guarantees; and

        (5)   such Indebtedness is Incurred by either (a) the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded or (b) the Parent or the Company.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Pledgor" means each of the Company and each Guarantor.

        "Preferred Stock" means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation.

        "Principals" means Avista Capital Partners, L.P. and its Affiliates, Maple Leaf Partners, L.P. and its Affiliates, Kestrel Capital, L.P. and Somerset Capital Partners, Steven A. Webster and William R. Ziegler.

        "Priority Bank Debt" means any Indebtedness under the Revolving Credit Facility Incurred pursuant to clause (1) of the second paragraph of "—Certain Covenants—Incurrence of Indebtedness."

        "Priority Bank Debt Documents" means the documents governing the Priority Bank Debt, including the guarantees thereof and the security documents relating thereto.

        "Priority Bank Debt Obligations" means Obligations under the Priority Bank Debt.

        "Priority Debt Representative" means:

        (1)   in the case of the Notes and the Note Guarantees, the Trustee, or

        (2)   in the case of any other Series of Priority Lien Debt, the trustee, agent or representative of the holders of such Series of Priority Lien Debt who maintains the transfer register for such Series of Priority Lien Debt and is appointed as a Priority Debt Representative (for purposes related to the administration of the security documents) pursuant to the credit agreement, indenture or other agreement governing such Series of Priority Lien Debt, and who has become a party to the Intercreditor Agreement.

        "Priority Debt Sharing Confirmation" means, as to any Series of Priority Lien Debt, the written agreement of the holders of such Series of Priority Lien Debt, as set forth in the agreement governing such Series of Priority Lien Debt, for the benefit of all holders of each other existing and future Series of Priority Lien Debt and each existing and future Priority Debt Representative, that all Priority Lien Obligations will be and are secured equally and ratably by all Liens at any time granted by the Company or any other Obligor to secure any Obligations in respect of such Series of Priority Lien Debt, whether or not upon property otherwise constituting Collateral, that all such Liens will be enforceable by the Collateral Agent for the benefit of all holders of Priority Lien Obligations equally and ratably, and that the holders of Obligations in respect of such Series of Priority Lien Debt are bound by the provisions in the Intercreditor Agreement relating to the order of application of proceeds

114

from enforcement of such Liens, and consent to and direct the Collateral Agent to perform its obligations under the Intercreditor Agreement.

        "Priority Lien" means a Lien granted to the Collateral Agent, for the benefit of the Priority Lien Secured Parties, upon any property of the Company or any other Obligor to secure Priority Lien Obligations.

        "Priority Lien Debt" means:

        (1)   the Notes and the Note Guarantees issued under and on the date of the Indenture;

        (2)   Indebtedness under the Revolving Credit Facility;

        (3)   Indebtedness under existing Hedging Obligations and any guarantees thereof that, in each case, was permitted to be Incurred and so secured under each applicable Security Document (or as to which the lenders obtained an Officers' Certificate at the time of incurrence to the effect that such Indebtedness was permitted to be incurred and secured by all applicable Security Documents); and

        (4)   Indebtedness under any other Credit Facility or other Hedging Obligations that, in each case, is secured equally and ratably with the Notes by a Priority Lien that was permitted to be incurred and so secured under each applicable Security Document; provided, in the case of each issue or series of Indebtedness referred to in this clause (4), that:

        (a)   on or before the date on which such Indebtedness is incurred by the Parent or the Company, as the case may be, such Indebtedness is designated by the Parent or the Company, as the case may be, in an Officers' Certificate delivered to each Priority Debt Representative and the Collateral Agent, as "Priority Lien Debt" for the purposes of the Security Documents;

        (b)   such Indebtedness is governed by a credit agreement, an indenture or other agreement that includes a Priority Debt Sharing Confirmation; and

        (c)   all requirements set forth in the Intercreditor Agreement as to the confirmation, grant or perfection of the Collateral Agent's Lien to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this clause (c) will be conclusively established if the Parent or the Company, as the case may be, delivers to the Collateral Agent an Officers' Certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is "Priority Lien Debt").

        "Priority Lien Obligations" means the Priority Lien Debt and all other Obligations in respect thereof.

        "Priority Lien Secured Parties" means the holders of Priority Lien Obligations and any Priority Debt Representatives.

        "Registration Rights Agreement" means (1) with respect to the Notes issued on the date of the Indenture, the Registration Rights Agreement, to be dated the date of the Indenture, among the Company, the Parent, RBC Capital Markets Corporation and Banc of America Securities LLC and (2) with respect to any Additional Notes, any registration rights agreement among the Company, the Guarantors and the other parties thereto relating to the registration by the Company and the Guarantors of such Additional Notes under the Securities Act.

        "Replacement Assets" means (1) non-current assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Wholly Owned Restricted Subsidiary that is a Subsidiary Guarantor.

115

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

        "Revolver Agent" means the Administrative Agent under the Revolving Credit Facility

        "Revolving Credit Facility" means, the revolving credit agreement, dated as of February 1, 2010, among the Company, the Guarantors, Royal Bank of Canada or such other financial institution selected by the Company, as administrative agent, and the lenders party thereto, as amended, supplemented, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time with another revolving credit facility.

        "Secured Debt Documents" means, collectively, the Priority Bank Debt Documents, the Note Documents and the indenture or agreement governing each other series of Priority Lien Debt and all other agreements governing, securing or relating to any Priority Lien Obligation.

        "Security Documents" means the intercreditor agreements and one or more security agreements, pledge agreements, collateral assignments, mortgages, collateral agency agreements, deeds of trust or other grants or transfers for security executed and delivered by the Company, a Guarantor or any other Obligor creating (or purporting to create) a Lien upon the Collateral as contemplated by the Indenture and the Security Documents, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms.

        "Series of Priority Lien Debt" means, severally, the Notes, the Note Guarantees and each other issue or series of Priority Lien Debt for which a single transfer register is maintained.

        "Significant Subsidiary" means any Subsidiary that would constitute a "significant subsidiary" within the meaning of Article 1 of Regulation S-X of the Securities Act; provided, however, that for purposes of the Indenture and the Notes, 5% will be substituted for 10% in each place that it appears in such definition.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subordinated Indebtedness" means:

        (1)   any Indebtedness of the Company which is by its terms subordinated in right of payment to the Notes; and

        (2)   any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Note Guarantee of such entity of the Notes.

        "Subsidiary" means, with respect to any specified Person:

        (1)   any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

        (2)   any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

116

        "Subsidiary Guarantor" means any Restricted Subsidiary of the Parent that guarantees the Company's Obligations under the Notes in accordance with the terms of the Indenture, and its successors and assigns, until released from its obligations under such Guarantee and the Indenture in accordance with the terms of the Indenture.

        "Unrestricted Subsidiary" means any Subsidiary of the Parent that is designated by the Board of Directors of the Parent as an Unrestricted Subsidiary pursuant to a Board Resolution in compliance with the covenant described under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," and any Subsidiary of such Subsidiary.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is ordinarily entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

        (1)   the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

        (2)   the then outstanding principal amount of such Indebtedness.

        "Wholly Owned Restricted Subsidiary" of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares or Investments by foreign nationals mandated by applicable law) will at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person.

117

DESCRIPTION OF OLD NOTES

        The terms of the old notes are identical in all material respects to those of the new notes, except that (1) the old notes have not been registered under the Securities Act, are subject to certain restrictions on transfer and are entitled to certain rights under the registration rights agreement (which rights will terminate upon consummation of the exchange offer, except under limited circumstances); and (2) the new notes will not provide for any additional interest as a result of our failure to fulfill certain registration obligations. The old notes provide that, in the event that the registration statement in which this prospectus is included is not declared effective by the SEC on or before September 20, 2010, or the exchange offer is not consummated within 30 business days after the effectiveness of such registration statement, or, in certain limited circumstances, in the event that a shelf registration statement with respect to the resale of the old notes is not filed within 120 days from the date on which the obligation to file such shelf registration statement arises, then we will pay additional interest to each holder of old notes, with respect to the first 90-day period immediately following the occurrence of such event in an amount equal to one-quarter of one percent (0.25%) per annum (in addition to the interest rate on the old notes) on the principal amount of old notes held by such holder. In addition, the amount of the additional interest will increase by an additional one-quarter of one percent (0.25%) per annum on the principal amount of old notes with respect to each subsequent 90-day period until such failure has been cured, up to a maximum amount of additional interest of 1.00% per annum. The new notes are not, and upon consummation of the exchange offer with respect to the old notes will not be, entitled to any such additional interest. Accordingly, holders of old notes should review the information set forth under "Risk Factors" and "Description of New Notes."

118

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

        The following is a summary of certain material U.S. federal income tax considerations relating to the exchange of old notes for new notes pursuant to the exchange offer. As used in this summary, the term "notes" means the old notes and the new notes. This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, revenue rulings, administrative interpretations and judicial decisions now in effect, all of which are subject to change possibly with retroactive effect. Except as specifically set forth herein, this summary deals only with old notes held as capital assets within the meaning of Section 1221 of the Code. This summary does not purport to address all federal income tax considerations that may be relevant to holders in light of their particular circumstances or to holders subject to special tax rules, such as banks, insurance companies or other financial institutions, dealers in securities or foreign currencies, tax-exempt investors, or persons holding the old notes as part of a hedging transaction, straddle, conversion transaction, or other integrated transaction.

        We have not sought any ruling from the Internal Revenue Service (the "IRS") or an opinion of counsel with respect to the statements made and the conclusions reached in the following summary. As such, there can be no assurance that the IRS will agree with such statements and conclusions.

All persons that exchange old notes for new notes in the exchange offer are urged to consult their own tax advisors with regard to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

        As used herein, the term "U.S. Holder" means a beneficial owner of the notes who or that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust (1) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust, or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

        If a partnership or other entity taxable as a partnership holds the notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the notes, you should consult your tax advisor regarding the tax consequences of the exchange offer.

        For purposes of this summary, a Non-U.S. Holder means a holder of notes who or that is not, for U.S. federal income tax purposes, a U.S. Holder, as defined above, a partnership, or a other entity treated as a partnership for U.S. federal income tax purposes.

Consequences to U.S. Holders

        The exchange of the old notes for the new notes in the exchange offer will not be treated as an "exchange" for U.S. federal income tax purposes, because the new notes will not be considered to differ materially in kind or extent from the old notes. Accordingly, the exchange of old notes for new notes will not be a taxable event to U.S. Holders for U.S. federal income tax purposes. Moreover, the new notes will have the same tax attributes as the old notes exchanged therefor and the same tax consequences to U.S. Holders as the old notes.

Consequences to Non-U.S. Holders

        The exchange of the old notes for the new notes in the exchange offer will not be treated as an "exchange" for U.S. federal income tax purposes, because the new notes will not be considered to differ materially in kind or extent from the old notes. Accordingly, the exchange of old notes for new

119

notes will not be a taxable event to Non-U.S. Holders for U.S. federal income tax purposes. Moreover, the new notes will have the same tax attributes as the old notes exchanged therefor and the same tax consequences to Non-U.S. Holders as the old notes.

PLAN OF DISTRIBUTION

        Each broker-dealer that receives new notes for its own account in connection with the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such notes were acquired as a result of market-making activities or other trading activities. We have agreed that, beginning on the date of consummation of the exchange offer and ending on the close of business one year after the consummation of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, all dealers effecting transactions in the new notes may be required to deliver a prospectus during the time periods prescribed by applicable securities laws.

        We will not receive any proceeds from the issuance of new notes in the exchange offer or from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit on any such resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of six months after the consummation of the exchange offer, we will promptly send a reasonable number of additional copies of the prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holder of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the new notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        The validity of the new notes and guarantees offered hereby has been passed upon for us by Haynes and Boone, LLP, Houston, Texas.

EXPERTS

        UHY LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009, as amended, as set forth in their report on Form 10-K/A, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by

120

reference in reliance on UHY LLP's report, given on their authority as experts in accounting and auditing.

        The combined balance sheets of PGS Onshore, owned by Petroleum Geo-Services ASA, (the "Company") as of December 31, 2009 and 2008, and the related combined statements of operations, changes in parent net invested capital, and cash flows for each of the years in the three year period ended December 31, 2009, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

        The audit report covering the combined balance sheets of PGS Onshore as of December 31, 2009 and 2008, and the related combined statements of operations, changes in parent net invested capital, and cash flows for each of the years in the three year period ended December 31, 2009 contains an explanatory paragraph that states that the combined financial statements have been prepared from the separate records maintained by the Company and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated entity, as discussed in note 2 to the combined financial statements.

121

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Executive Officers.

        Section 145 of the General Corporation Law of the State of Delaware, pursuant to which we are incorporated, provides generally and in pertinent part that a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at our request as a director, officer, employee or agent of another entity) against expenses, judgments, fines, and settlements actually and reasonably incurred by them in connection with any civil, criminal, administrative, or investigative suit or action except actions by or in the right of the corporation if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and in connection with any criminal suit or proceeding, if in connection with the matters in issue, they had no reasonable cause to believe their conduct was unlawful. Section 145 further provides that in connection with the defense or settlement of any action by or in the right of the corporation, a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at our request as a director, officer, employee or agent of another entity) against expenses actually and reasonably incurred by them if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue, or matter as to which such person has been adjudged liable to the corporation unless the Delaware Court of Chancery or other court in which such action or suit is brought approves such indemnification. Section 145 further permits a Delaware corporation to grant its directors and officers additional rights of indemnification through bylaw provisions and otherwise, and or purchase indemnity insurance on behalf of its directors and officers.

        In accordance with Section 102(b)(7) of the Delaware Law, our Certificate of Incorporation contains a provision to limit the personal liability of our directors for violations of their fiduciary duty. Article 12 of Geokinetics' Certificate of Incorporation provides as follows:

        (1)   The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

        (2)   The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any

claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

        (3)   To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suite or proceeding referred to in this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

        (4)   Any indemnification under parts (1) and (2) of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth herein. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

        (5)   Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article.

        (6)   The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

        (7)   The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was, a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

        (8)   For purposes of this Article, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

        Article 6 of our Bylaws, provides, in substance, that any current or former directors, officers, employees and agents, or any person who served or is serving at our request as a director, officer employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be

indemnified to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware. In addition, the Bylaws provide that such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of such person.

        We maintain directors' and officers' liability and corporation reimbursement insurance for the benefit of the company and its directors and officers. The policy provides coverage for certain amounts paid as indemnification pursuant to the provisions of Delaware law and our Bylaws.

Texas corporations

        The liability of the directors of our Texas corporations is limited to the fullest extent permitted by the Section 7.001 of the Texas Business Organizations Code (the "TBOC"). Specifically, the directors shall not be liable except for:

•

a breach of the director's duty of loyalty to the corporation or its shareholders;

•

an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law;

•

a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; or

•

an act or omission for which the liability of the director is expressly provided by an applicable statute.

        Section 8.051 of the TBOC states that an enterprise shall indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. Section 8.101 of the TBOC states that an enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 of the TBOC if it is determined in accordance with Section 8.103 of the TBOC that: (1) the person: (A) acted in good faith; (B) reasonably believed: (i) in the case of conduct in the person's official capacity, that the person's conduct was in the enterprise's best interests; and (ii) in any other case, that the person's conduct was not opposed to the enterprise's best interests; and (C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person's conduct was unlawful; (2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and (3) indemnification should be paid.

Item 21.    Exhibits and Financial Statement Schedules.

        (a)   Exhibits.

        The following is a list of exhibits filed as a part of this registration statement.

3.1	+	Certificate of Incorporation of Geokinetics.
3.2	*	Bylaws of Geokinetics.
3.3	+	Certificate of Incorporation of Geokinetics Holdings USA, Inc., a Delaware corporation.
3.4	+	Bylaws of Geokinetics Holdings USA, Inc., a Delaware corporation.
3.5	*	Articles of Incorporation for Geokinetics Processing, Inc., a Texas corporation.
3.6	*	Bylaws for Geokinetics Processing, Inc., a Texas corporation.
3.7	*	Articles of Incorporation for Geokinetics USA, Inc., a Texas corporation.
3.8	*	Bylaws for Geokinetics USA, Inc., a Texas corporation.
3.9	*	Certificate of Incorporation for Geokinetics International Holdings, Inc., a Delaware corporation.
3.10	*	Bylaws for Geokinetics International Holdings, Inc., a Delaware corporation.
3.11	*	Articles of Incorporation for Geokinetics International, Inc., a Texas corporation.
3.12	*	Bylaws for Geokinetics International, Inc., a Texas corporation.
3.13	*	Articles of Incorporation for Geokinetics Management, Inc., a Texas corporation.
3.14	*	Bylaws for Geokinetics Management, Inc., a Texas corporation.
3.15	*	Articles of Incorporation for Geokinetics Services Corp., a Texas corporation.
3.16	*	Bylaws for Geokinetics Services Corp., a Texas corporation.
3.17	*	Articles of Incorporation for Advanced Seismic Technology, Inc., a Texas corporation.
3.18	*	Bylaws for Advanced Seismic Technology, Inc., a Texas corporation.
3.19	+	Certificate of Incorporation of Geokinetics Acquisition Company, a Delaware Corporation
3.20	+	Bylaws of Geokinetics Acquisition Company, a Delaware Corporation
4.1	**	Indenture dated as of December 23, 2009.
4.2	***	Supplemental Indenture dated as of February 12, 2010.
4.3	**	Registration Rights Agreement dated as of December 23, 2009.
5.1	+	Opinion of Haynes and Boone, LLP.
12.1	+	Statement Regarding the Computation of Ratio of Earnings to Fixed Charges.
23.1	+	Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
23.2	+	Consent of Independent Registered Public Accounting Firm—UHY, LLP.
23.3	+	Consent of Independent Registered Public Accounting Firm—KPMG, LLP
24.1	+	Power of Attorney (included on the signature pages of this Registration Statement).
25.1	+	Statement of Eligibility and Qualification on Form T-1 of Trustee.
99.1	+	Form of Letter of Transmittal.
99.2	+	Form of Notice of Guaranteed Delivery.

99.3	+	Form of Letter to Registered Holders and Depository Trust Company Participants.
99.4	+	Form of Letter to Clients.

*

Filed as an exhibit to our Registration Statement on Form S-3 (File No. 333-160268), filed with the SEC on June 26, 2009, and incorporated herein by reference.

**

Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on December 28, 2009, and incorporated herein by reference.

***

Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on February 16, 2010, and incorporated herein by reference.

+

Filed herewith.

Item 22.    Undertakings

        (a)   The undersigned registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 as amended (the "Securities Act");

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission, or SEC, pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is

against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        (d)   The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (e)   The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas on August 24, 2010.

GEOKINETICS INC.
By:	/s/ RICHARD F. MILES Richard F. Miles President and Chief Executive Officer

POWER OF ATTORNEY

        KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard F. Miles and Chin Yu, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title with Geokinetics Inc.	Date
/s/ RICHARD F. MILES Richard F. Miles	President, Chief Executive Officer and Director (Principal Executive Officer)	August 24, 2010
/s/ RONALD D. CAYON Ronald D. Cayon	Chief Financial Officer (Principal Financial and Accounting Officer)	August 24, 2010
/s/ WILLIAM R. ZIEGLER William R. Ziegler	Director (Non-executive Chairman)	August 24, 2010
/s/ STEVEN A. WEBSTER Steven A. Webster	Director	August 24, 2010
/s/ CHRISTOPHER M. HARTE Christopher M. Harte	Director	August 24, 2010
/s/ GARY M. PITTMAN Gary M. Pittman	Director	August 24, 2010
/s/ ROBERT L. CABES, JR. Robert L. Cabes, Jr.	Director	August 24, 2010

Signature	Title with Geokinetics Inc.	Date
/s/ CHRISTOPHER D. STRONG Christopher D. Strong	Director	August 24, 2010
/s/ GOTTFRED LANGSETH Gottfred Langseth	Director	August 24, 2010
/s/ ANTHONY TRIPODO Anthony Tripodo	Director	August 24, 2010

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas on August 24, 2010.

GEOKINETICS HOLDINGS USA, INC.
By:	/s/ RICHARD F. MILES Richard F. Miles President

POWER OF ATTORNEY

        KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard F. Miles and Chin Yu, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title with Geokinetics Holdings USA, Inc.	Date
/s/ RICHARD F. MILES Richard F. Miles	President (Principal Executive Officer)	August 24, 2010
/s/ WILLIAM L. MOLL, JR. William L. Moll, Jr.	Vice President, Secretary and Director	August 24, 2010
/s/ LEE PARKER Lee Parker	Director	August 24, 2010
/s/ CHIN YU Chin Yu	Vice President-Finance and Treasurer (Principal Financial and Accounting Officer)	August 24, 2010

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas on August 24, 2010.

GEOKINETICS ACQUISITION COMPANY
By:	/s/ RICHARD F. MILES
	Richard F. Miles President

POWER OF ATTORNEY

        KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard F. Miles and Chin Yu, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title with Geokinetics Acquisition Company	Date
/s/ RICHARD F. MILES Richard F. Miles	President	August 24, 2010
/s/ WILLIAM L. MOLL, JR. William L. Moll, Jr.	Vice President, Secretary and Director	August 24, 2010
/s/ LEE PARKER Lee Parker	Director	August 24, 2010
/s/ CHIN YU Chin Yu	Vice President-Finance and Treasurer (Principal Financial and Accounting Officer)	August 24, 2010
/s/ WAYNE MILLICE Wayne Millice	Vice President-North America (Principal Executive Officer)	August 24, 2010

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas on August 24, 2010.

GEOKINETICS PROCESSING, INC.
By:	/s/ JOHN GILLOOLY
	John Gillooly Vice President—Processing and Interpretation

POWER OF ATTORNEY

        KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard F. Miles and Chin Yu, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title with Geokinetics Processing, Inc.	Date
/s/ RICHARD F. MILES Richard F. Miles	President	August 24, 2010
/s/ WILLIAM L. MOLL, JR. William L. Moll, Jr.	Vice President, Secretary and Director	August 24, 2010
/s/ LEE PARKER Lee Parker	Director	August 24, 2010
/s/ CHIN YU Chin Yu	Vice President-Finance and Treasurer (Principal Financial and Accounting Officer)	August 24, 2010
/s/ JOHN GILLOOLY John Gillooly	Vice President—Processing and Interpretation (Principal Executive Officer)	August 24, 2010

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas on August 24, 2010.

GEOKINETICS USA, INC.
By:	/s/ WAYNE MILLICE Wayne Millice Vice President—North America

POWER OF ATTORNEY

        KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard F. Miles and Chin Yu, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title with Geokinetics USA, Inc.	Date
/s/ RICHARD F. MILES Richard F. Miles	President	August 24, 2010
/s/ WILLIAM L. MOLL, JR. William L. Moll, Jr.	Vice President, Secretary and Director	August 24, 2010
/s/ LEE PARKER Lee Parker	Director	August 24, 2010
/s/ CHIN YU Chin Yu	Vice President—Finance and Treasurer (Principal Financial and Accounting Officer)	August 24, 2010
/s/ WAYNE MILLICE Wayne Millice	Vice President—North America (Principal Executive Officer)	August 24, 2010

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas on August 24, 2010.

ADVANCED SEISMIC TECHNOLOGY, INC.
By:	/s/ RICHARD F. MILES Richard F. Miles President

POWER OF ATTORNEY

        KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard F. Miles and Chin Yu, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title with Advanced Seismic Technology, Inc.	Date
/s/ RICHARD F. MILES Richard F. Miles	President (Principal Executive Officer)	August 24, 2010
/s/ WILLIAM L. MOLL, JR. William L. Moll, Jr.	Vice President, Secretary and Director	August 24, 2010
/s/ LEE PARKER Lee Parker	Director	August 24, 2010
/s/ CHIN YU Chin Yu	Vice President—Finance and Treasurer (Principal Financial and Accounting Officer)	August 24, 2010

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas on August 24, 2010.

GEOKINETICS INTERNATIONAL, INC.
By:	/s/ LEE PARKER Lee Parker Executive Vice President—Operations

POWER OF ATTORNEY

        KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard F. Miles and Chin Yu, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title with Geokinetics International, Inc.	Date
/s/ RICHARD F. MILES Richard F. Miles	President	August 24, 2010
/s/ WILLIAM L. MOLL, JR. William L. Moll, Jr.	Vice President, Secretary and Director	August 24, 2010
/s/ LEE PARKER Lee Parker	Executive Vice President—Operations and Director (Principal Executive Officer)	August 24, 2010
/s/ CHIN YU Chin Yu	Vice President—Finance and Treasurer (Principal Financial and Accounting Officer)	August 24, 2010

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas on August 24, 2010.

GEOKINETICS MANAGEMENT, INC.
By:	/s/ RICHARD F. MILES Richard F. Miles President

POWER OF ATTORNEY

        KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard F. Miles and Chin Yu, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title with Geokinetics Management, Inc.	Date
/s/ RICHARD F. MILES Richard F. Miles	President (Principal Executive Officer)	August 24, 2010
/s/ WILLIAM L. MOLL, JR. William L. Moll, Jr.	Vice President, Secretary and Director	August 24, 2010
/s/ LEE PARKER Lee Parker	Director	August 24, 2010
/s/ CHIN YU Chin Yu	Vice President—Finance and Treasurer (Principal Financial and Accounting Officer)	August 24, 2010

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas on August 24, 2010.

GEOKINETICS SERVICES CORP.
By:	/s/ RICHARD F. MILES
	Richard F. Miles President

POWER OF ATTORNEY

        KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard F. Miles and Chin Yu, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title with Geokinetics Services Corp.	Date
/s/ RICHARD F. MILES Richard F. Miles	President (Principal Executive Officer)	August 24, 2010
/s/ WILLIAM L. MOLL, JR. William L. Moll, Jr.	Vice President, Secretary and Director	August 24, 2010
/s/ LEE PARKER Lee Parker	Director	August 24, 2010
/s/ CHIN YU Chin Yu	Vice President-Finance and Treasurer (Principal Financial and Accounting Officer)	August 24, 2010

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas on August 24, 2010.

GEOKINETICS INTERNATIONAL HOLDINGS, INC.
By:	/s/ RICHARD F. MILES
	Richard F. Miles President

POWER OF ATTORNEY

        KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard F. Miles and Chin Yu, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title with Geokinetics International Holdings, Inc.	Date
/s/ RICHARD F. MILES Richard F. Miles	President (Principal Executive Officer)	August 24, 2010
/s/ WILLIAM L. MOLL, JR. William L. Moll, Jr.	Vice President, Secretary and Director	August 24, 2010
/s/ LEE PARKER Lee Parker	Director	August 24, 2010
/s/ CHIN YU Chin Yu	Vice President—Finance and Treasurer (Principal Financial and Accounting Officer)	August 24, 2010

INDEX TO EXHIBITS

        The following is a list of exhibits filed as a part of this registration statement.

3.1+	Certificate of Incorporation of Geokinetics.
3.2*	Bylaws of Geokinetics.
3.3+	Certificate of Incorporation of Geokinetics Holdings USA, Inc., a Delaware corporation.
3.4+	Bylaws of Geokinetics Holdings USA, Inc., a Delaware corporation.
3.5*	Articles of Incorporation for Geokinetics Processing, Inc., a Texas corporation.
3.6*	Bylaws for Geokinetics Processing, Inc., a Texas corporation.
3.7*	Articles of Incorporation for Geokinetics USA, Inc., a Texas corporation.
3.8*	Bylaws for Geokinetics USA, Inc., a Texas corporation.
3.9*	Certificate of Incorporation for Geokinetics International Holdings, Inc., a Delaware corporation.
3.10*	Bylaws for Geokinetics International Holdings, Inc., a Delaware corporation.
3.11*	Articles of Incorporation for Geokinetics International, Inc., a Texas corporation.
3.12*	Bylaws for Geokinetics International, Inc., a Texas corporation.
3.13*	Articles of Incorporation for Geokinetics Management, Inc., a Texas corporation.
3.14*	Bylaws for Geokinetics Management, Inc., a Texas corporation.
3.15*	Articles of Incorporation for Geokinetics Services Corp., a Texas corporation.
3.16*	Bylaws for Geokinetics Services Corp., a Texas corporation.
3.17*	Articles of Incorporation for Advanced Seismic Technology, Inc., a Texas corporation.
3.18*	Bylaws for Advanced Seismic Technology, Inc., a Texas corporation.
3.19+	Certificate of Incorporation of Geokinetics Acquisition Company, a Delaware Corporation
3.20+	Bylaws of Geokinetics Acquisition Company, a Delaware Corporation
4.1**	Indenture dated as of December 23, 2009.
4.2***	Supplemental Indenture dated as of February 12, 2010.
4.3**	Registration Rights Agreement dated as of December 23, 2009.
5.1+	Opinion of Haynes and Boone, LLP.
12.1+	Statement Regarding the Computation of Ratio of Earnings to Fixed Charges.
23.1+	Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
23.2+	Consent of Independent Registered Public Accounting Firm—UHY, LLP.
23.3+	Consent of Independent Registered Public Accounting Firm—KPMG LLP.
24.1+	Power of Attorney (included on the signature pages of this Registration Statement).
25.1+	Statement of Eligibility and Qualification on Form T-1 of Trustee.
99.1+	Form of Letter of Transmittal.
99.2+	Form of Notice of Guaranteed Delivery.

99.3+	Form of Letter to Registered Holders and Depository Trust Company Participants.
99.4+	Form of Letter to Clients.

*

Filed as an exhibit to our Registration Statement on Form S-3 (File No. 333-160268), filed with the SEC on June 26, 2009, and incorporated herein by reference.

**

Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on December 28, 2009, and incorporated herein by reference.

***

Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on February 16, 2010, and incorporated herein by reference.

+

Filed herewith.

EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

GEOKINETICS INC.

ARTICLE ONE

The name of the corporation is Geokinetics Inc.

ARTICLE TWO

The address of its registered office in the state of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted by the corporation are:

(1)To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

(2)To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

(3)To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

(4)To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of the corporation.

(5)To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect to the shares of capital stock, or any noting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, chooses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trust or persons, public or private, or by the government of the United States of

America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights , powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and. enhancement in value thereof.

(6)To borrow or raise money for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

(7)To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets or any interest therein, wherever situated.

(8)In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this Certificate of Incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

The business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in this Certificate of Incorporation, but the business and purposes specified in each of the foregoing clauses of this Article shall be regarded as independent business and purposes.

ARTICLE FOUR

The total number of shares of stock which the corporation shall have authority to issue is Five Million (5,000,000), and the par value of each of such shares is Twenty Cents ($0.20).

ARTICLE FIVE

Cumulative voting in the election of directors or otherwise is hereby expressly prohibited.  At each election for directors, each stockholder entitled to vote at such election shall be entitled to one vote for each share of capital stock owned by him; no stockholder shall be entitled to cumulate his votes by giving one candidate as many votes as the number of such directors to be

elected multiplied by the number of shares owned by such stockholder shall equal, or to distribute such votes on the same principle among any number of such candidates.

ARTICLE SIX

No stockholder shall have any preemptive right to subscribe to an additional issue of stock or to any security convertible into such stock, but such shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.

ARTICLE SEVEN

The name and mailing address of the incorporator is as follows:

Name	Mailing Address
Dan Busbee	3600 Republic National Bank Tower
	Dallas, Texas 75201

ARTICLE EIGHT

The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified is as follows:

Name	Mailing Address
Mitchell A. Lekas	280 Buchanan Field Road
	Concord, CA 94520
John D. Downen	280 Buchanan Field Road
	Concord, CA 94520
Henry H. Patton	Orchard Road
	Skillman, NJ 08568
James L.D. Roser	4800 Riverbend Road
	Boulder, CO 80301
Robert D. Mackenzie	One Maritime Plaza
	San Francisco, CA 94111

ARTICLE NINE

The corporation is to have a perpetual existence.

ARTICLE TEN

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

(1)To adopt, amend or repeal the bylaws of the corporation.

(2)To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

(3)To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

(4)When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as the Board of Directors shall deem expedient and for the best interests of the corporation.

ARTICLE ELEVEN

Meetings of stockholders may be held within or without the State of Delaware as the bylaws may provide.  The books of the corporation may be kept at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the corporation.  Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

ARTICLE TWELVE

The corporation shall have the power to indemnify its directors, officers, employees or agents as provided below:

(1)The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or riot opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or

proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2)The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(3)To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4)Any indemnification under parts (1) and (2) of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth herein.  Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

(5)Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article.

(6)The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(7)The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against bin and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

(8)For purposes of this Article, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE THIRTEEN

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this            day of January, 1980.

Dan Busbee

THE STATE OF TEXAS	)
COUNTY OF DALLAS	)

I, the undersigned Notary Public, do hereby certify that on this            day of January, 1980, personally appeared before me

CERTIFICATE OF AGREEMENT OF MERGER

OF

GEOKINETICS INC. (DE.DOM.)

MERGING

GEOKINETICS INC. (CA.DOM.)

UNDER NAME OF

GEOKINETICS INC. (DE.DOM.)

PLAN OF MERGER AND REORGANIZATION

This Plan of Merger and Reorganization, dated 15th of April, 1980, pursuant to the General Corporation Law of California and the General Corporation Law of the State of Delaware, by and between GEOKINETICS INC., a California corporation (“Old Geokinetics”), and Geokinetics Inc., a Delaware corporation (“New Geokinetics”), such corporations being hereinafter collectively referred to as the “Constituent Corporations.

WITNESSETH:

WHEREAS, New Geokinetics is a corporation duly organized and existing under the laws of the State of Delaware, having been incorporated on January 31, 1980, and having an authorized capital stock of 5,000,000 shares of Common Stock, $.20 par value (“Common Stock of New Geokinetics”); and

WHEREAS, Old Geokinetics is a corporation duly organized and existing under the laws of the State of California, having an authorized capital stock of 100,000 shares of Common Stock, no par value (“Common Stock of Old Geokinetics”), of which 23,440 shares are issued and outstanding as of the date hereof; and

WHEREAS, the respective Boards of Directors of New Geokinetics and Old Geokinetics have each duly approved this Plan of Merger and Reorganization (“Plan”) providing for the merger of Old Geokinetics with and into New Geokinetics as the surviving corporation as authorized by the General Corporation Law of California and the General Corporation Law of the State of Delaware;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for the purpose of setting forth the terms and conditions of said merger, the manner and basis of causing the shares of Old Geokinetics to be converted into shares of New Geokinetics, and such other details and provisions as are deemed necessary or proper, the Constituent Corporations have agreed and do hereby agree, subject to the approval and adoption of this Plan by the requisite vote of the shareholders of Old Geokinetics, and subject to the conditions hereinafter set forth, as follows:

I.

MERGER AND NAME OF SURVIVING CORPORATION

At the Effective Time of the Merger, as hereinafter defined, Old Geokinetics shall be merged with and into New Geokinetics, the name of which upon and after the Effective Time of the Merger shall continue to be “Geokinetics Inc.”

II.

TERMS AND CONDITIONS OF MERGER

The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows:

A.At the Effective Time of the Merger:

(1)Old Geokinetics shall be merged into New Geokinetics, with the effect provided by the General Corporation Law of the State of Delaware.

(2)New Geokinetics shall continue its corporate existence and the separate existence of Old Geokinetics shall cease.

(3)New Geokinetics shall thereupon and thereafter possess all the rights, privileges, powers, and franchises, of a public as well as a private nature and be subject to all the restrictions, disabilities and duties of each Constituent Corporation; and all and singular, the rights, privileges, powers and franchises of each Constituent Corporation, and all property (real, personal, and mixed) and all debts due to either Constituent Corporation on whatever account, and all other chooses in action, and all and every other interest, of or belonging to each Constituent Corporation, shall be vested in New Geokinetics; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of New Geokinetics as they were of the respective Constituent Corporations: and the title to any real or personal property vested by deed or otherwise in either Constituent Corporation shall not revert or be in any way impaired by reason of the merger; and all rights of creditors and all liens upon any property of either Constituent Corporation shall be preserved unimpaired, such lien or liens to be limited to the property affected by such liens immediately prior to the Effective Time of the Merger, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to New Geokinetics and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred by it.  Specifically, but not by way of limitation. New Geokinetics shall have the same power and authority to act in respect to any debts, liabilities and duties of either Constituent Corporation as the Constituent Corporation would have had, had it continued in existence; and any action or proceeding pending by or against either Constituent Corporation may be prosecuted to judgment as if the merger had not taken place or the Surviving Corporation may be substituted in its place.

(4)Except as otherwise provided herein all corporate acts, plans, policies, contracts, approvals and authorizations of Old Geokinetics and its shareholders, Board of Directors, committees elected or appointed by the Board of Directors, officers, and agents, which were valid and effective immediately prior to the Effective Time of the Merger, shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of New Geokinetics and shall be as effective and binding on it as the same were with respect to Old Geokinetics.  The employees of Old Geokinetics shall become the employees of New Geokinetics and except as otherwise provided herein, they shall continue to be entitled to the same rights and benefits, which they enjoyed as the employees of Old Geokinetics.

(5)The assets, liabilities, reserves, and accounts of each Constituent Corporation shall be recorded on the books of New Geokinetics at the amounts at which they, respectively, shall then be carried on the books of such Constituent Corporation

subject to such adjustments or elimination of inter-company items as may be appropriate in giving effect to the merger.

B.At the Effective Time of the Merger, the charter of New Geokinetics shall be deemed to be amended to the extent that changes in such charter are stated in this Plan.

C.The Board of Directors, and the members thereof, of Old Geokinetics and the officers of Old Geokinetics immediately prior to the Effective Time of the Merger shall be and constitute the Board of Directors and the members thereof, and the officers, respectively, of New Geokinetics at the Effective Time of the Merger, to serve in accordance with the bylaws of New Geokinetics until their respective successors shall have been duly elected and qualified in accordance with such bylaws.  If at the Effective Time of the Merger a vacancy shall exist in the Board of Directors or in any of the offices of New Geokinetics, such vacancy may be filled in the manner provided in the bylaws of New Geokinetics.

III.

CAPITALIZATION OF SURVIVING CORPORATION AND

MANNER AND BASIS OF CONVERTING SHARES

The total authorized capital stock of New Geokinetics shall be as set forth in the Certificate of Incorporation of Geokinetics, that is, 5,000,000 shares of Common Stock of New Geokinetics.

At the Effective Time of the Merger, the outstanding shares of Common Stock of Old Geokinetics shall be converted into and become shares of Common Stock of New Geokinetics, and the manner of effecting such conversion shall be as follows:

(1)At the Effective Time of the Merger, each outstanding share of Common Stock of Old Geokinetics, and all rights in respect thereto, shall by virtue of the merger, and without action on the part of any shareholder of Old Geokinetics, be converted forthwith into and become one hundred (100) shares of Common Stock of New Geokinetics.

B.After the Effective Time of the Merger, each holder of an outstanding certificate for shares of Common Stock of Old Geokinetics shall surrender the same, duly endorsed as New Geokinetics may require, to New Geokinetics or its agent for cancellation.  Thereupon, such holder shall receive in exchange therefor, a certificate or certificates representing the number of shares of Common Stock of New Geokinetics to which such holder shall be entitled as specified in paragraph A. immediately above, and dividends, if any, without interest, on each such share of Common Stock of New Geokinetics in an amount equivalent to the amount of dividends declared and paid per share on the outstanding Common Stock of New Geokinetics between the Effective Time of the Merger and the date of issuance to such holder of the certificate(s) for such shares of Common Stock of New Geokinetics.  With respect to all dividends, if any, which shall have been declared on the Common Stock of New Geokinetics payable to shareholders of record on a date subsequent to the Effective Time of the Merger and prior to the date a holder of a certificate for shares of Common Stock of Old Geokinetics shall have surrendered his certificate for cancellation as hereinabove provided, such holder shall be deemed to have been a holder on such

record date of the shares of Common Stock of New Geokinetics into which the shares of Common Stock of Old Geokinetics held by him were converted.  A holder of a certificate for shares of Old Geokinetics shall not be entitled to delivery of any dividends with respect to such shares, unless and until he shall surrender certificates for such shares, duly endorsed for cancellation, in exchange for certificates representing shares of Common Stock of New Geokinetics as hereinabove provided.

C.All shares of Common Stock of New Geokinetics issued to the holders of shares of Common Stock of Old Geokinetics will be issued in full satisfaction of all rights pertaining to such shares of Common Stock of Old Geokinetics.

D.All shares of Common Stock of Old Geokinetics held in the treasury of Old Geokinetics at the Effective Time of the Merger, if any, shall be surrendered to New Geokinetics for cancellation, and no shares of Common Stock of New Geokinetics shall be issued or issuable in respect thereof.

E.At the Effective Time of the Merger, each outstanding option to purchase shares of Common Stock of Old Geokinetics (an “Old Option”) shall be converted into a new option to purchase 100 times such number of shares of Common Stock of New Geokinetics (a “New Option”).  Each New Option shall be exercisable at a price per share equal to the price at which shares of Common Stock of New Geokinetics are first offeree to the public pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission by Old Geokinetics on January 11, 1980, as such Registration Statement may be amended from time to time; provided, however, that if the closing of the public offering contemplated by such Registration Statement and delivery of the net proceeds therefrom to New Geokinetics do not occur by June 1, 1980, each Hew Option shall be exercisable at a price per share equal to 1/100 of the exercise price per share of each Old Option.  Each New Option shall terminate on July 31, 1984. Following the Effective Time of the Merger, each holder of a document evidencing an Old Option shall surrender such document to New Geokinetics and shall receive in exchange therefor a document evidencing a New Option.

VI.

CHARTER AND BYLAWS

A.The Certificate of Incorporation of New Geokinetics as existing and constituted immediately prior to the Effective Time of the Merger shall, upon the Merger becoming effective, be and constitute the Certificate of Incorporation of New Geokinetics until amended in the manner provided therein or by law.

B.The bylaws of New Geokinetics as existing and constituted immediately prior to the Effective Time of the Merger shall, upon the merger becoming effective, be and constitute the bylaws of New Geokinetics until amended in the manner provided therein or by law.

V.

OTHER PROVISIONS WITH RESPECT TO MERGER

A.This Plan shall be submitted to the shareholders of Old Geokinetics as provided by the General Corporation Law of California.  All acts necessary to accomplish the merger under the General Corporation Law of California and the General Corporation Law of the State of Delaware shall not be completed until after the approval and adoption thereof by the shareholders of Old Geokinetics in accordance with the requirements of the General Corporation Law of California.

B.This Plan may be abandoned by either of the “Constituent Corporations byappropriate resolutions of its Board of Directors, at any time prior to the filing of this Plan with the State under the laws of which such Constituent Corporation is organized, or by the mutual consent of the Constituent Corporations, by appropriate resolutions of their respective Boards of Directors, at any time prior to the Effective Time of the Merger.

VI.

EFFECTIVE TIME OF THE MERGER

The merger shall become effective upon compliance with all applicable laws of the State of California and all applicable laws of the State of Delaware, and the time of such effectiveness is herein referred to as the “Effective Time of the Merger.”

VII.

SUPPLEMENTARY ACTION

Old Geokinetics hereby agrees from time to time, as and when requested by New Geokinetics or its successors or assigns, to execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as New Geokinetics may deem necessary or desirable in order to vest in and confirm to New Geokinetics title to, possession of, or the benefit of any property rights of Old Geokinetics acquired or to be acquired by reason of or as a result of the merger herein provided for, and otherwise to carry out the intent and purposes hereof, and the proper officers and directors of Old Geokinetics and the proper officers and directors of New Geokinetics are authorized and directed to take any and all such action in the name of Old Geokinetics or otherwise.

VIII.

MISCELLANEOUS

A.This Plan may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument.

B.This Plan shall not be altered or amended except pursuant to an instrument in writing executed on behalf of the Constituent Corporations.

IN WITNESS WHEREOF, each Constituent Corporation has caused this Plan to be executed on the date first, written above.

ATTEST:	GEOKINETICS INC., a California corporation
	By
Robert D. Mackenzie		John D. Downen
Secretary		Vice President
ATTEST:	Geokinetics Inc., a Delaware corporation
	By
Robert D. Mackenzie	John D. Downen
Secretary	Vice President

CERTIFICATE OF SECRETARY

I, ROBERT D. MACKENZIE, Secretary of Geokinetics Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certify, as such secretary, that the Plan of Merger and Reorganization to which this certificate is attached, after having been first duly signed on behalf of the said corporation and having been signed on behalf of GEOKINETICS INC., a corporation of the State of California, was duly adopted pursuant to subsection (f) of section 251 of Title 8 of the Delaware Code of 1953, without any vote of the stockholders of the surviving corporation; and that no shares of the corporation were issued prior to the adoption by the board of directors of the surviving corporation of the resolution approving the Plan of Merger and Reorganization; and that subsection (f) of section 251 of Title 8 of the Delaware Code of 1953 is applicable; and that the Plan of Merger and Reorganization was adopted by action of the Board of Directors of said Geokinetics Inc., and is the duly adopted agreement and act of the said corporation.

WITNESS my hand on this 15 day of April, 1980.

Secretary

SECOND EXECUTION

THE ABOVE PLAN OF MERGER AND REORGANIZATION, having been executed on behalf of each corporate party thereto, and having been adopted separately by each corporate party thereto, in accordance with the provisions of the General Corporation Law of the State of Delaware, and the Corporations Code of the State of California, the Vice President of each corporate party thereto does now hereby execute the said Plan of Merger and Reorganization and the Secretary of each corporate party thereto does now hereby attest the said Plan of Merger and Reorganization, as the respective act, deed and agreement of each, of said corporations, on this 15th day of April 1980.

Geokinetics Inc.,

a Delaware corporation

John D. Downen

Vice President

ATTEST:

Secretary

GEOKINETICS INC.,

a California corporation

John D. Downen

Vice President

ATTEST:

Secretary

Certificate of Agreement of Merger of the      “GEOKINETICS INC.”,

a corporation organized  and existing under the  laws of the State of   California,

merging with and Into the “Geokinetics  Inc.”,

a corporation organized and existing under the laws of the State of Delaware, under the name of “Geokinetics  Inc.”,

as received and filed In this office the seventeenth day of   April,

A.D. 1980, at 11 o’clock A.M.

And  I do hereby further certify that   the  aforesaid Corporation shall be governed by the  laws of  the State  of   Delaware.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/18/1995

950210938 — 886271

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

GEOKINETICS INC.

Geokinetics Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) does hereby certify:

FIRST:That by the unanimous written consent of the Board of Directors of the Corporation, the directors adopted resolutions setting forth, among other things, a proposed amendment to the Certificate of Incorporation of the Corporation and declaring such amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

FURTHER RESOLVED, that it is in the best interest of the Corporation that the Certificate of Incorporation of the Corporation be amended by changing the fourth Article thereof such that, as amended, Article Four of the Certificate of Incorporation shall read as follows:

“The total number of shares of stock which the corporation shall have authority to issue is Fifteen Million (15,000,000), and the par value of each of such shares is Twenty Cents ($0.20) per share.”

SECOND:That, thereafter, pursuant to resolution of the Board of Directors of the Corporation, the annual meeting of stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:That the amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, GEOKINETICS INC. has caused this certificate to be signed by JAY D. HABER, its President, this 23rd day of August, 1995.

		GEOKINETICS INC.
		By:
			Jay D. Haber, President
STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

This instrument was acknowledged before me on the 23rd day of August, by JAY D. HABER, President of GEOKINETICS INC., a corporation, on behalf of said corporation.

Notary Public in and for

the State of TEXAS

STATE  OF DELAWARE

SECRETARY OF STATE

DIVISION  OF CORPORATIONS

FILED 10:00 AM 07/14/1997

971233362  -  0886271

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF GEOKINETICS INC.

GEOKINETICS INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that, in accordance with Section 242 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation adopted the following resolutions establishing a new class of capital stock consisting of 2,500,000 shares of Preferred Stock, $10.00 par value per share (the “Preferred Stock”);

FIRST:That by the unanimous written consent of the Board of Directors of the Corporation, the directors adopted resolutions setting forth, among other things, a proposed amendment to the Certificate of Incorporation of the Corporation and declaring such amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof The resolution setting forth the proposed amendment is as follows:

FURTHER RESOLVED, that it is in the best interest of the Corporation that the Certificate of Incorporation of the Corporation be amended by changing the fourth Article thereof pursuant to the authority conferred on the Board of Directors of this Corporation by Section 242 of the Delaware General Corporation Act, such that, as amended, Article Four shall read as follows:

“The total number of shares of stock which the corporation shall have authority to issue is Seventeen Million Five Hundred Thousand (17,500,000) shares, consisting of Two Million Five Hundred (2,500,000) shares of Preferred Stock, $10.00 par value per share (the “Preferred Stock”), and Fifteen Million (15,000,000) shares of Common Stock, $.20 par value per share (the “Common Stock”). A description of the designations, preferences, and relative rights of each class is as follows:

Preferred Stock

Section 1.The Preferred Stock may be issued from time to time in one or more series. All shares of Preferred Stock shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Corporation’s directors as hereinafter provided, and each share of each series shall be identical with all other shares of such series, except that in the case of series on which dividends are cumulative the dates from which dividends are cumulative may vary to reflect differences in the date of issue. Subject to the provisions of this Section, which provisions shall apply to all Preferred Stock, the directors hereby are authorized to cause such shares to be issued in one or more series and with respect to each such series prior to the issuance thereof to fix:

(a)The designation of the series which may be by distinguishing number, letter or title.

(b)The number of shares of the series, which number the directors may (except where otherwise provided in the creation of the series) increase or decrease (but not below the number of shares thereof then outstanding).

(c)The dividend rate of the series.

(d)The dates at which dividends, if declared, shall be payable, whether such dividends shall be cumulative or non-cumulative and, if cumulative, the dates from which dividends shall be cumulative.

(e)The redemption rights and price or prices, if any, for shares of the series.

(f)The terms and amount of any sinking fund provided for the purchase or redemption of shares of the series.

(g)The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(h) Whether the shares of the series shall be convertible into shares of any other class or series of the Corporation, and, if so, the specification of such other class or series, the conversion price or prices, any adjustments thereof, the date or dates as of which such shares shall be convertible, and other terms and conditions upon which such conversion may be made.

(i) Restrictions on the issuance of shares of the same series or of any other class or series.

The Corporation’s directors are authorized to adopt from time to time amendments to this Article Four fixing, with respect to each such series, the matters described in clauses (a) to (i), inclusive, of this Section.

Section 2. The holders of Preferred Stock of each series, in preference to the holders of Common Stock and of any other class of shares ranking junior to the Preferred Stock, shall be entitled to receive out of any funds legally available and when and as declared by the Corporation’s directors, dividends in cash at the rate for such series fixed in accordance with the provisions of Section 1 of this Article Four and no more, payable on the dates fixed for such series. In the event dividends for a series are determined to be cumulative in accordance with the provisions of Section 1 of this Article Four, such dividends shall be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends may be paid upon or declared or set apart for any of the Preferred Stock for any dividend period unless:

(a)as to each series of Preferred Stock entitled to cumulative dividends, dividends for all past dividend periods shall have been paid or shall have been declared and a sum sufficient for the payment thereof set apart; and

(b)as to all series of Preferred Stock, dividends for the current dividend period shall have been paid or be or have been declared and a sum sufficient to the payment thereof set apart ratably in accordance with the amounts which would be payable as dividends on the shares of the respective series for the current dividend period if all dividends for the current dividend period were declared and paid in full.

No dividend in respect of past dividend periods shall be paid upon or declared and set apart for payment on any of the Preferred Stock entitled to cumulative dividends unless there shall be or have been declared and set apart for payment on all outstanding shares of Preferred Stock entitled to cumulative dividends, dividends for past dividend periods ratably in accordance with the amounts which would be payable on the shares of the series entitled to cumulative dividends if all dividends due for all past dividend periods were declared and paid in full.

Section 3.In no event, so long as any Preferred Stock shall be outstanding, shall any dividends, except a dividend payable in Common Stock or other shares ranking junior to the Preferred Stock, be paid or declared or any distribution be made except as aforesaid on the Common Stock or any other shares ranking junior to the Preferred Stock, nor shall any Common Stock or any other shares ranking junior to the Preferred Stock be purchased, retired or otherwise acquired by the Corporation unless in each case:

(a)all accrued and unpaid dividends on Preferred Stock, including the full dividends for the current dividend period, shall have been declared and paid or a sum sufficient for payment thereof set apart; and

(b)there shall be no arrearage with respect to the redemption of Preferred Stock of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Article Four.

Section 4.

(a)The holders of Preferred Stock of any series, in the event of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Stock or any other shares ranking junior to the Preferred Stock, the amounts fixed with respect to such series in accordance with Section 1 of this Article Four, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In case the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding shares of Preferred Stock of the full preferential

amount to which they are respectively entitled, then such net assets shall be distributed ratably upon outstanding shares of Preferred Stock in proportion to the full preferential amount to which each such share is entitled.

After payment to holders of Preferred Stock of the full preferential amounts as aforesaid, holders of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation.

(b)The merger or consolidation of the Corporation into or with any other corporation, or the merger of any other corporation into the Corporation, or the sale, lease or conveyance of all or substantially all of the property or business as of the Corporation shall not be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 4.

Section 5. Except as otherwise expressly provided herein or as required by law, the holders of 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 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. Except as otherwise expressly provided herein, or to the extent class or series voting is otherwise required by law or agreement, the holders of Preferred Stock or Common Stock shall vote together as a single class and not as separate classes.

Section 6. For the purpose of this Article Four, whenever reference is made to shares “ranking junior to the Preferred Stock,” such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends and as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation are junior and subordinate to the rights of the holders of Preferred Stock.

Common Stock

The Common Stock shall be subject to the express terms of the Preferred Stock and of any series thereof. The terms and provisions of each share of Common Stock shall be identical to every other share of Common Stock. The holders of shares of Common Stock shall be entitled to one vote for each share of such stock upon all matters presented to the stockholders.”

SECOND:That, thereafter, pursuant to resolution of the Board of Directors of the Corporation, the annual meeting of stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD;That the amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, GEOKINETICS INC. has caused this certificate to be signed by JAY D. HABER, its President, this 10th day of July, 1997.

		GEOKINETICS INC.
		Jay D. Haber, President
STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

This instrument was acknowledged before me on the 10th day of July, 1997, by JAY D. HABER, President of GEOKINETICS INC., a corporation, on behalf of said corporation.

Notary Public in and for

The State of TEXAS

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:01 AM 07/14/1997

971233367  -  0886271

CERTIFICATE OF DESIGNATION OF

SERIES A CONVERTIBLE PREFERRED STOCK

OF

GEOKINETICS INC.

Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware

The undersigned, Jay D. Haber, President of Geokinetics Inc., a Delaware corporation (the “Corporation”), does hereby state and certify that the Board of Directors of the Corporation, by unanimous written consent dated as of July 10, 1997, duly adopted the following resolution providing for the issuance of a series of its Preferred Stock, par value $10.00 per share (the “Preferred Stock”), and further providing for the designation, powers, preferences, and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, all in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware:

RESOLVED, that 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”), a series of Preferred Stock of the Corporation be. and hereby is, created out of the authorized but unissued shares of capital stock of the Corporation and authorized to be issued, such series to be designated Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”), to consist of 187,500 shares, par value $10.00 per share, of which the powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, shall be, in addition to those set forth in the Corporation’s Certificate of Incorporation, as follows:

1.Dividends.   Holders of shares of Series A Convertible Preferred Stock will be entitled to receive, when and as declared by the Board of Directors of the Corporation (the “Board”) out of assets of the Corporation legally available for payment, dividends payable in cash, evidences of indebtedness, assets or property other than cash, or securities of the Corporation, at the same rate as such dividends are declared with respect to shares of Common Stock (as defined in paragraph 3(a) below). In connection therewith, the shares of Series A Convertible Preferred Stock held by each holder shall be deemed to represent that number of shares of Common Stock into which they are then convertible, rounded to the nearest l/100th of a share. Dividends will be payable to holders of record of the Series A Convertible Preferred Stock as they appear on the stock books of the Corporation on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board.

No dividends may be paid upon or declared or set apart for the Series A Convertible Preferred Stock for any dividend period unless:

(a)as to each series of Preferred Stock entitled to cumulative dividends, dividends for all past dividend periods shall have been paid or shall have been declared and a sum sufficient for the payment thereof set apart; and

(b)as to all series of Preferred Stock (including the Series A Convertible Preferred Stock), dividends for the current dividend period shall have been paid or be or have been declared and a sum sufficient for the payment thereof set apart ratably in accordance with the amounts which would be payable as dividends on the shares of the respective series for the current dividend period if all dividends for the current dividend period were declared and paid in full.

No dividend in respect of past dividend periods shall be paid upon or declared and set apart for payment on any of the Preferred Stock entitled to cumulative dividends unless there shall be or have been declared and set apart for payment on all outstanding shares of Preferred Stock entitled to cumulative dividends, dividends for past dividend periods ratably in accordance with the amounts which would be payable on the shares of the series entitled to cumulative dividends if all dividends due for all past dividend periods were declared and paid in full.

So long as any shares of the Series A Convertible Preferred Stock are outstanding, the Corporation shall not pay or declare any dividend payable in cash, evidences of indebtedness, assets or property other than cash, or stock of the Corporation ranking equally with or senior to the Series A Convertible Preferred Stock in respect of dividends, or make any other distribution on the Common Stock or any other class or series of stock ranking equally with or junior to the Series A Convertible Preferred Stock in respect of dividends, unless the Corporation has paid, or at the same time pays or provides for the payment of, all accrued and unpaid dividends on the Series A Convertible Preferred Stock; provided, however, that the Corporation may pay less than the amount of all accrued and unpaid dividends on any class or series of stock ranking equally with the Series A Convertible Preferred Stock in respect of dividends if such payment is made ratably in accordance with the respective accrued and unpaid dividends on the Series A Convertible Preferred Stock and such class or series of stock ranking equally with the Series A Convertible Preferred Stock in respect of dividends. The Series A Convertible Preferred Stock shall rank junior as to dividends to any class or series of stock of the Corporation which is by its terms made senior as to dividends to the Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock shall rank equally as to dividends with the Corporation’s Common Stock and with all shares of the Corporation’s Preferred Stock and any other class or series of stock of the Corporation which is expressly stated to rank on a parity as to dividends with the Series A Convertible Preferred Stock. For purposes of the Series A Convertible Preferred Stock, the amount of dividends “accrued” on any share of Series A Convertible Preferred Stock at any date shall be deemed to be the amount of any declared but unpaid dividends thereon.

2.Liquidation Preference. The shares of Series A Convertible Preferred Stock shall rank prior to the shares of Common Stock and of any other class of stock of the Corporation ranking junior to the Series A Convertible Preferred Stock upon liquidation, so that in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Series A Convertible Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, before any

distribution is made to holders of shares of Common Stock or any other such junior stock, an amount equal to $10.00 per share (the “Liquidation Preference” of a share of Series A Convertible Preferred Stock) plus an amount equal to all cash dividends accrued and unpaid on the shares of Series A Convertible Preferred Stock to the date of final distribution. (For purposes hereof, the Common Stock shall rank on liquidation junior to the Series A Convertible Preferred Stock.) If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of shares of the Series A Convertible Preferred Stock and any other preferred stock ranking on a parity as to liquidation preference with the Series A Convertible Preferred Stock (such other preferred stock and the Series A Convertible Preferred Stock hereinafter being collectively referred to in this paragraph 2 as the “Parity Preferred Stock”) shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributable among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts thereon were payable in full. In liquidation, the Series A Convertible Preferred Stock shall be senior to the Corporation’s Common Stock and senior to or pari passu with any other series of convertible Preferred Stock hereinafter authorized and issued by the Corporation, but junior to any series of Preferred Stock which does not have any conversion feature and which is hereinafter authorized and issued by the Corporation.

After payment to holders of the Series A Convertible Preferred Stock of the full preferential amounts as aforesaid, holders of the Series A Convertible Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation.

The merger or consolidation of the Corporation into or with any other corporation, or the merger of any other corporation into the Corporation, or the sale, lease or conveyance of all or substantially all of the property or business as of the Corporation shall not be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this paragraph 2.

3.Conversion. The holders of the Series A Convertible Preferred Stock shall have the following conversion rights:

(a)Automatic Conversion.  Shares of Series A Convertible Preferred Stock automatically shall be converted into fully paid and non-assessable shares of Common Stock, at the conversion ratio (the “Conversion Ratio”) of 131/3 shares of Common Stock for each share of Series A Preferred Stock (131/3:l), upon the filing by the Corporation of the Charter Amendment (as defined in subparagraph (e) below of this paragraph 3) with the Secretary of State of the State of Delaware. Upon the occurrence of any automatic conversion of the Series A Convertible Preferred Stock, the holders thereof shall be entitled to the payment of all accrued and unpaid cash dividends through the date of such conversion.

Upon the occurrence of such automatic conversion of the Series A Convertible Preferred Stock, (i) the Corporation shall cause to be filed with the conversion agent and shall cause to be mailed to the holders of the Series A Convertible Preferred Stock, in accordance with the notice provisions of subparagraph (d) of this paragraph 3, a notice of automatic conversion (a “Notice of Automatic Conversion”) which sets forth the instructions for the surrender of all certificates representing shares of Series A

Convertible Preferred Stock and (ii) as promptly as possible thereafter, the holders of such Series A Convertible Preferred Stock shall surrender for cancellation the certificates representing such shares at the office of the Corporation or of any conversion agent designated by the Corporation or the transfer agent for the Common Stock, all in accordance with the instructions contained in the Notice of Automatic Conversion. Thereupon, there shall be issued and delivered to each such holder a certificate or certificates for the number of shares of Common Stock into which the shares of the Series A Convertible Preferred Stock surrendered were convertible on the date on which such automatic conversion occurred, together with a check in the amount of all accrued but unpaid cash dividends on the Series A Convertible Preferred Stock through the date of such automatic conversion, and any fractional interest in respect of a share of Common Stock arising from such conversion shall be settled as provided in subparagraph (b) of this paragraph 3. Upon such automatic conversion date, the holders of shares of Series A Convertible Preferred Stock shall cease to be holders of Series A Convertible Preferred Stock and shall automatically become holders of shares of Common Stock, irrespective of whether or not the certificates for shares of Series A Convertible Preferred Stock shall have been properly surrendered for cancellation in accordance with the Notice of Automatic Conversion, and thereafter such shares of Series A Convertible Preferred Stock shall no longer be transferable upon the books of the Corporation and such holders of shares of Series A Convertible Preferred Stock shall have no interest or claim against the Corporation with respect to such shares except the right to receive a certificate representing the shares of Common Stock into which such shares were converted, together with a check in the amount of all accrued but unpaid cash dividends on the Series A Convertible Preferred Stock through the date of conversion and payment of any cash in lieu of fractional interests as provided in subparagraph (b) of this paragraph 3.

The term “Common Stock” shall mean the Common Stock, par value $0.20 per share, of the Corporation as the same exists at the date of this Certificate or as such stock may be constituted from time to time, except that for the purposes of subparagraph (c) of this paragraph 3 the term “Common Stock” shall also mean and include stock of the Corporation of any class (other than Series A Convertible Preferred Stock), whether now or hereafter authorized, which shall have the right to participate in the distribution of either earnings or assets of the Corporation without limit as to amount or percentage.

(b)Cash Payment for Fractional Shares. No fractional shares or script representing fractions of shares of Common Stock shall be issued upon conversion of the Series A Convertible Preferred Stock. Instead of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the conversion of a share of Series A Convertible Preferred Stock, the Corporation shall pay to the holder of such share an amount in cash (computed to the nearest cent) equal to the current market price (as determined in a reasonable manner prescribed by the Board in its sole discretion) thereof at the close of business on the business day next preceding the day of conversion. If more than one share shall be surrendered for conversion at one time by the same holder, the number of shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate Liquidation Preference of the shares of Series A Convertible Preferred Stock so surrendered.

(c)Adjustments to Conversion Ratio. The Conversion Ratio shall be adjusted from time to time as follows:

(i) In case the Corporation shall hereafter (A) pay a dividend or make a distribution on the Common Stock in shares of Common Stock, (B) subdivide its outstanding shares of Common Stock into a greater number of shares, (C) combine its outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of the Common Stock any shares of capital stock of the Corporation, the Conversion Ratio in effect immediately prior to such action shall be adjusted so that the holder of any share of Series A Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Corporation which he would have owned or been entitled to receive immediately following such action had such share been converted immediately prior thereto. An adjustment made pursuant to this subdivision (i) shall become effective immediately after the record date, in the case of a dividend or distribution, or immediately after the effective date, in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subdivision (i), the holder of any share of Series A Convertible Preferred Stock thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the Board (whose determination shall be conclusive and shall be described in a statement filed with the conversion agent by the Corporation as soon as practicable) shall determine the allocation of the adjusted Conversion Ratio between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

(ii) If at any time after the date of issuance of the shares of Series A Convertible Preferred Stock, the Corporation shall issue to all holders of its Common Stock or sell or fix a record date for the issuance to all holders of its Common Stock of (A) Common Stock or (B) rights, options or warrants entitling the holders thereof to subscribe for or purchase Common Stock (or securities convertible or exchangeable into or exercisable for Common Stock), in any such case, at a price per share (or having a conversion, exchange or exercise price per share) that is less than $0.75 (the “Placement Price”) then, immediately after the date of such issuance or sale or on such record date, the number of shares of Common Stock to be delivered upon the conversion of the Series A Convertible Preferred Stock shall be increased so that the holders of the Series A Convertible Preferred Stock thereafter will be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares of Common Stock such holder would have been entitled to receive immediately before the date of such issuance or sale on such record date by a fraction, the denominator of which will be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate initial conversion price, exchange price or exercise price of the convertible securities or exchangeable securities or rights, options or warrants, as the case may be. so offered) would purchase at such Placement Price, and the numerator of which will be the number of shares of Common Stock outstanding on such date plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible or exchangeable securities or rights, options or warrants so offered are initially convertible or exchangeable

or exercisable, as the case may be). Notwithstanding anything contained herein to the contrary, the provisions of this paragraph 3(c)(ii) shall not apply to any issuance of shares of Common Stock to employees, officers or directors of the Corporation pursuant to the exercise of options or pursuant to a stock option plan or other arrangements approved by the Board of Directors of the Corporation.

(iii) In case the Corporation shall distribute pro rata to holders of shares of its Common Stock evidences of its indebtedness or assets (excluding any cash dividends payable in Common Stock or equity securities of the Corporation) or rights or warrants to subscribe for securities of the Corporation or any of its subsidiaries (other than shares of Common Stock referred to in subdivision (ii) above), then in each case the number of shares of Common Stock into which each share of the Series A Convertible Preferred Stock shall be convertible thereafter shall be determined by multiplying the number of shares of Common Stock into which each such share was convertible theretofore by a fraction, of which the numerator shall be the Average Market Price (as defined below) for a share of Common Stock on the record date mentioned below, and of which the denominator shall be such Average Market Price, less the fair market value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) as of such record date of the portion of such evidences of indebtedness or assets or rights or warrants to subscribe which are applicable to one of the outstanding shares of Common Stock. Such adjustment shall be made whenever such a distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution.

(iv) In any case in which this paragraph 3 shall require that an adjustment be made immediately following a record date or an effective date, the Corporation may elect to defer (but only until five business days following the filing by the Corporation with the conversion agent of the certificate of the chief financial officer of the Corporation required by subdivision (vi) of this subparagraph (c)) issuing to the holder of any share of Series A Convertible Preferred Stock converted after such record date or effective date the additional shares of Common Stock or other capital stock issuable upon such conversion over and above the shares of Common Stock or other capital stock issuable upon such conversion on the basis of the Conversion Ratio prior to adjustment, and paying to such holder any amount of cash in lieu of a fractional share.

(v) No adjustment in the Conversion Ratio shall be required to be made unless such adjustment would require an increase or decrease of at least 1% of such Conversion Ratio; provided, however, that any adjustments which by reason of this subdivision (v) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this paragraph 3 shall be to the nearest 1/100th of a share. Anything in this paragraph 3 to the contrary notwithstanding, the Corporation shall be entitled to make such adjustment in the Conversion Ratio, in addition to those required by this paragraph 3, as it in its discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights to purchase stock or securities, or distribution of securities convertible into or exchangeable for stock

hereafter made by the Corporation to its stockholders shall not be taxable to the recipients.

(vi) Whenever the Conversion Ratio is adjusted as herein provided, (A) the Corporation shall promptly file with the conversion agent a certificate of the chief financial officer of the Corporation setting forth the Conversion Ratio after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the manner of computing the same, which certificate shall be conclusive evidence of the correctness of such adjustment, and (B) a notice stating that the Conversion Ratio has been adjusted and setting forth the adjusted Conversion Ratio shall forthwith be mailed by the Corporation to the holders of the Series A Convertible Preferred Stock at their addresses as shown on the stock books of the Corporation.

(vii) In the event that at any time as a result of an adjustment made pursuant to subdivision (i) of this subparagraph (c), the holder of any share of Series A Convertible Preferred Stock thereafter surrendered for conversion shall become entitled to receive any shares of the Corporation other than shares of Common Stock, thereafter the Conversion Ratio of such other shares so receivable upon conversion of any share shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this paragraph 3.

(viii) The Average Market Price of Common Stock at any date shall be deemed to be the average of the Current Market Prices (as defined below) for the 30 consecutive business days commencing 45 business days before the date in question. The “Current Market Price” on any given day shall mean the closing price per share of the Corporation’s Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or traded on any such exchange, on the National Market System (the “National Market System”) of the National Association of Securities Dealers Automated Quotations System (“NASDAQ”), or if not listed or traded on any such exchange or system, on the Nasdaq Bulletin Board, or if not listed or traded on any such exchange, system or board, the average of the bid and asked price per share on NASDAQ or. if such quotations are not available, the fair market value per share of the Corporation’s Common Stock as reasonably determined by the Board of Directors of the Company.

(d)Notices of Record Date. In case:

(i) there shall be any capital stock reorganization or reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock), or any consolidation or merger to which the Corporation is a party or any statutory exchange of securities with another corporation and for which approval of any stockholders of the Corporation is required, or any sale or transfer of all or substantially all the assets of the Corporation; or

(ii) there shall be a voluntary dissolution, liquidation or winding up of the Corporation;

then the Corporation shall cause to be filed with the conversion agent, and shall cause to be mailed to the holders of shares of the Series A Convertible Preferred Stock at their addresses as shown on the stock books of the Corporation, at least 10 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such distribution or rights, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such distribution or rights are to be determined, or (B) the date on which such reorganization, reclassification, consolidation, merger, statutory exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, statutory exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in subdivision (i) or (ii) of this subparagraph (d).

(e)Reservation of Common Stock for Conversion. The Corporation covenants that it will (i) use its best efforts to cause an amendment to its Certificate of Incorporation to increase the aggregate number of shares of authorized Common Stock from 15,000,000 shares to 100,000,000 shares (the “Charter Amendment”) to be approved and adopted by its stockholders as soon as possible after the date hereof and thereafter promptly to file the Charter Amendment with the Secretary of State of the State of Delaware and (ii) thereafter, at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or shares of Common Stock held in its treasury, or both, for the purpose of effecting conversions of the Series A Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Series A Convertible Preferred Stock not theretofore converted. For purposes of this subparagraph (e), the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding shares of Series A Convertible Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single holder.

(f)Taxes Upon Conversion. The Corporation will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on conversions of the Series A Convertible Preferred Stock pursuant hereto; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock in a name other than that of the holder of the Series A Convertible Preferred Stock to be converted and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

(g)Modification of Common Stock. Notwithstanding any provision herein to the contrary, in case of any consolidation or merger to which the Corporation is a party (other than a merger or consolidation in which the Corporation is the continuing corporation), or in case of any sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety, or in the case of any

statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation), the holder of each share of Series A Convertible Preferred Stock then outstanding shall have the right thereafter to convert such share into the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance by a holder of the number of shares of Common Stock into which such share of Series A Convertible Preferred Stock might have been converted immediately prior to such consolidation, merger, statutory exchange, sale or conveyance, assuming such holder of Common Stock failed to exercise his rights of election, if any, as to the kind of amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (each, a “non-electing share”), then for the purpose of this subparagraph (g) the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Thereafter, the holders of the Series A Convertible Preferred Stock shall be entitled to appropriate adjustments with respect to their conversion rights to the end that the provisions set forth in this paragraph 3 shall correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of the Series A Convertible Preferred Stock. Any such adjustment shall be approved by the Board of Directors of the Corporation, evidenced by a certificate of the chief financial officer of the Corporation to that effect delivered to the conversion agent; and any adjustment so approved shall for all purposes hereof conclusively be deemed to be an appropriate adjustment.

The above provisions of this subparagraph (g) shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances.

4.No Reissuance of Series A Convertible Preferred Stock. No share or shares of Series A Convertible Preferred Stock acquired by the Corporation by reason of purchase, conversion or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares which the Corporation shall be authorized to issue. The Corporation may from time to time take such appropriate corporate action as may be necessary to reduce accordingly the authorized number of shares of the Series A Convertible Preferred Stock.

5.Voting Rights. Except as otherwise expressly provided herein or as required by law, the holders of the Series A Convertible 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 A Convertible 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. Except as otherwise expressly provided herein, or to the extent class or series

voting is otherwise required by law or agreement, the holders of the Series A Convertible Preferred Stock and the holders of the Common Stock shall vote together as a single class and not as separate classes,

6.No Consent Required. No consent of the holders of the Series A Convertible Preferred Stock shall be required for (a) the creation of any indebtedness of any kind of the Corporation, (b) the creation of any class of stock of the Corporation ranking senior (provided such class of stock is not convertible into Common Stock or any equity security convertible into or exchangeable for Common Stock), junior or pari passu as to dividends or upon liquidation to the Series A Convertible Preferred Stock or (c) any increase of decrease in the amount of authorized Common Stock or any increase, decrease or change in the par value thereof or in any other terms thereof.

7.Reservation of Rights. The Board reserves the right by subsequent amendment of this resolution from time to time to increase or decrease the number of shares which constitute the Series A Convertible Preferred Stock (but not below the number of shares thereof then outstanding) and in other respects to amend this resolution within the limitations provided by law, this resolution and the Certificate of Incorporation.

IN WITNESS WHEREOF, Geokinetics Inc. has caused this Certificate of Designation of Series A Convertible Preferred Stock to be made under the seal of the Corporation and signed by Jay D. Haber, its President, and attested by Michael Hale, its Secretary, as of this 11 day of July, 1997.

GEOKINETICS INC.
By:
	Name: Jay D. Haber
	Title:   President

[SEAL]

Attest:

Name: Michael Hale

Title:   Secretary

STATE OF TEXAS	)
	) ss.:
COUNTY OF HARRIS	)

On the 11th day of July, 1997 before me, the undersigned Notary Public, personally came Jay D. Haber, to me known, who by me duly sworn, did depose and say that deponent is the President of GEOKINETICS INC., the corporation described in, and which executed the foregoing instrument, that the facts stated therein are true, that deponent knows the seal of the Corporation, that the seal affixed to the instrument is the corporate seal, that it was affixed by order of the board of directors of the Corporation, and that deponent signed deponent’s name to the foregoing instrument by order of the board of directors of the Corporation being authorized so to do on its behalf.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

Notary Public

STATE OF TEXAS	)
	) ss.:
COUNTY OF HARRIS	)

On the 11th of July, 1997 before me, the undersigned Notary Public, personally came Michael Hale, to me known, who by me duly sworn, did depose and say that deponent is the Secretary of GEOKINETICS INC., the corporation described in, and which executed the foregoing instrument, that the facts stated therein are true, that deponent knows the seal of the Corporation, that the seal affixed to the instrument is the corporate seal, that it was affixed by order of the board of directors of the Corporation, and that deponent signed deponent’s name to the foregoing instrument by order of the board of directors of the Corporation being authorized so to do on its behalf.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

Notary Public

CERTIFICATE OF DESIGNATION OF

SERIES B CONVERTIBLE PREFERRED STOCK

OF

GEOKINETICS INC.

Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware

The undersigned. Jay D. Haber, Chairman and Chief Executive Officer of Geokinetics Inc., a Delaware corporation (the “Corporation”), does hereby state and certify that the Board of Directors of the Corporation, by unanimous written consent dated as of August 1, 1997, duly adopted the following resolution providing for the issuance of a series of its Preferred Stock, par value $10.00 per share (the “Preferred Stock”), and further providing for the designation, powers, preferences, and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, all in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware:

RESOLVED, that 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”), a series of Preferred Stock of the Corporation be, and hereby is, created out of the authorized but unissued shares of capital stock of the Corporation and authorized to be issued, such series to be designated Series B Convertible Preferred Stock (the “Series B Convertible Preferred Stock”), to consist of 100,000 shares, par value $10.00 per share, of which the powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, shall be, in addition to those set forth in the Corporation’s Certificate of Incorporation, as follows:

1.Dividends. Holders of shares of Series B Convertible Preferred Stock will be entitled to receive, when and as declared by the Board of Directors of the Corporation (the “Board”) out of assets of the Corporation legally available for payment, dividends payable in cash, evidences of indebtedness, assets or property other than cash, or securities of the Corporation, at the same rate as such dividends are declared with respect to shares of Common Stock (as defined in paragraph 3(a) below). In connection therewith, the shares of Series B Convertible Preferred Stock held by each holder shall be deemed to represent that number of shares of Common Stock into which they are then convertible, rounded to the nearest l/100th of a share. Dividends will be payable to holders of record of the Series B Convertible Preferred Stock as they appear on the stock books of the Corporation on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board.

No dividends may be paid upon or declared or set apart for the Series B Convertible Preferred Stock for any dividend period unless:

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:00 PM 09/30/1997

971328865  -  0886271

(a)as to each series of Preferred Stock entitled to cumulative dividends, dividends for all past dividend periods shall have been paid or shall have been declared and a sum sufficient for the payment thereof set apart; and

(b)as to all series of Preferred Stock (including the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock), dividends for the current dividend period shall have been paid or be or have been declared and a sum sufficient for the payment thereof set apart ratably in accordance with the amounts which would be payable as dividends on the shares of the respective series for the current dividend period if all dividends for the current dividend period were declared and paid in full.

No dividend in respect of past dividend periods shall be paid upon or declared and set apart for payment on any of the Preferred Stock entitled to cumulative dividends unless there shall be or have been declared and set apart for payment on all outstanding shares of Preferred Stock entitled to cumulative dividends, dividends for past dividend periods ratably in accordance with the amounts which would be payable on the shares of the series entitled to cumulative dividends if all dividends due for all past dividend periods were declared and paid in foil.

So long as any shares of the Series B Convertible Preferred Stock are outstanding, the Corporation shall not pay or declare any dividend payable in cash, evidences of indebtedness, assets or property other than cash, or stock of the Corporation ranking equally with or senior to the Series B Convertible Preferred Stock in respect of dividends, or make any other distribution on the Common Stock or any other class or series of stock ranking equally with or junior to the Series B Convertible Preferred Stock in respect of dividends, unless the Corporation has paid, or at the same time pays or provides for the payment of, all accrued and unpaid dividends on the Series B Convertible Preferred Stock; provided, however, that the Corporation may pay less than the amount of all accrued and unpaid dividends on any class or series of stock ranking equally with the Series B Convertible Preferred Stock in respect of dividends (inclusive of the Series A Convertible Preferred Stock of the Corporation (the “Series A Convertible Preferred Stock”) if such payment is made ratably in accordance with the respective accrued and unpaid dividends on the Series B Convertible Preferred Stock and such class or series of stock ranking equally with the Series B Convertible Preferred Stock in respect of dividends (inclusive of the Series A Convertible Preferred Stock). The Series B Convertible Preferred Stock shall rank junior as to dividends to any class or series of stock of the Corporation which is by its terms made senior as to dividends to the Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock shall rank equally as to dividends with the Corporation’s Common Stock and with the Corporation’s Series A Convertible Preferred Stock and with all shares of the Corporation’s Preferred Stock and any other class or series of stock of the Corporation which is expressly stated to rank on a parity as to dividends with the Series B Convertible Preferred Stock. For purposes of the Series B Convertible Preferred Stock, the amount of dividends “accrued” on any share of Series B Convertible Preferred Stock at any date shall be deemed to be the amount of any declared but unpaid dividends thereon.

2.             Liquidation Preference. The shares of Series B Convertible Preferred Stock shall rank prior to the shares of Common Stock and of any other class of stock of the Corporation ranking junior to the Series B Convertible Preferred Stock upon liquidation, so that in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Series B Convertible Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, before any distribution is made to holders of shares of Common Stock or any other such junior stock, an amount equal to $10.00 per share (the “Liquidation Preference” of a share of Series B Convertible Preferred Stock) plus an amount equal to all cash dividends accrued and unpaid on the shares of Series B Convertible Preferred Stock to the date of final distribution. (For purposes hereof the Common Stock shall rank on liquidation junior to the Series B Convertible Preferred Stock and the Series A Convertible Preferred Stock shall rank on liquidation equal to the Series B Convertible Preferred Stock.) If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of shares of the Series B Convertible Preferred Stock and any other preferred stock ranking on a parity as to liquidation preference with the Series B Convertible Preferred Stock, including, without limitation, the Series A Convertible Preferred Stock (the Series A Convertible Preferred Stock and any such other preferred stock and the Series B Convertible Preferred Stock hereinafter being collectively referred to in this paragraph 2 as the “Parity Preferred Stock”) shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributable among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts thereon were payable in full In liquidation, the Series B Convertible Preferred Stock shall be senior to the Corporation’s Common Stock and senior to or pari passu with any other series of convertible Preferred Stock hereinafter authorized and issued by the Corporation, but junior to any series of Preferred Stock which does not have any conversion feature and which is hereinafter authorized and issued by the Corporation.

After payment to holders of the Series B Convertible Preferred Stock of the full preferential amounts as aforesaid, holders of the Series B Convertible Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation.

The merger or consolidation of the Corporation into or with any other corporation, or the merger of any other corporation into the Corporation, or the sale, lease or conveyance of all or substantially all of the property or business as of the Corporation shall not be deemed to be a dissolution, liquidation or winding up voluntary or involuntary, for the purposes of this paragraph 2.

3.             Conversion. The holders of the Series B Convertible Preferred Stock shall have the following conversion rights:

(a)           Automatic Conversion. Shares of Series B Convertible Preferred Stock automatically shall be converted into fully paid and non-assessable shares of Common Stock, at the conversion ratio (the “Conversion Ratio”) of 131/3 shares of

Common Stock for each share of Series B Convertible Preferred Stock (131/3:1), upon the later of (i) January 1, 1998 or (ii) the filing by the Corporation of the Charter Amendment (as defined in subparagraph (e) below of this paragraph 3) with the Secretary of State of the State of Delaware. Upon the occurrence of any automatic conversion of the Series B Convertible Preferred Stock, the holders thereof shall be entitled to the payment of all accrued and unpaid cash dividends through the date of such conversion.

Upon the occurrence of such automatic conversion of the Series B Convertible Preferred Stock, (i) the Corporation shall cause to be filed with the conversion agent and shall cause to be mailed to the holders of the Series B Convertible Preferred Stock, in accordance with the notice provisions of subparagraph (d) of this paragraph 3, a notice of automatic conversion (a “Notice of Automatic Conversion”) which sets forth the instructions for the surrender of all certificates representing shares of Series B Convertible Preferred Stock and (ii) as promptly as possible thereafter, the holders of such Series B Convertible Preferred Stock shall surrender for cancellation the certificates representing such shares at the office of the Corporation or of any conversion agent designated by the Corporation or the transfer agent for the Common Stock, all in accordance with the instructions contained in the Notice of Automatic Conversion. Thereupon, there shall be issued and delivered to each such holder a certificate or certificates for the number of shares of Common Stock into which the shares of the Series B Convertible Preferred Stock surrendered were convertible on the date on which such automatic conversion occurred, together with a check in the amount of all accrued but unpaid cash dividends on the Series B Convertible Preferred Stock through the date of such automatic conversion, and any fractional interest in respect of a share of Common Stock arising from such conversion shall be settled as provided in subparagraph (b) of this paragraph 3. Upon such automatic conversion date, the holders of shares of Series B Convertible Preferred Stock shall cease to be holders of Series B Convertible Preferred Stock and shall automatically become holders of shares of Common Stock, irrespective of whether or not the certificates for shares of Series B Convertible Preferred Stock shall have been properly surrendered for cancellation in accordance with the Notice of Automatic Conversion, and thereafter such shares of Series B Convertible Preferred Stock shall no longer be transferable upon the books of the Corporation and such holders of shares of Series B Convertible Preferred Stock shall have no interest or claim against the Corporation with respect to such shares except the right to receive a certificate representing the shares of Common Stock into which such shares were converted, together with a check in the amount of all accrued but unpaid cash dividends on the Series B Convertible Preferred Stock through the date of conversion and payment of any cash in lieu of fractional interests as provided in subparagraph (b) of this paragraph 3.

The term “Common Stock” shall mean the Common Stock, par value $0.20 per share, of the Corporation as the same exists at the date of this Certificate or as such stock may be constituted from time to time, except that for the purposes of subparagraph (c) of this paragraph 3 the term “Common Stock” shall also mean and include stock of the Corporation of any class (other than

Series B Convertible Preferred Stock), whether now or hereafter authorized, which shall have the right to participate in the distribution of either earnings or assets of the Corporation without limit as to amount or percentage.

(b)           Cash Payment for Fractional Shares. No fractional shares or script representing fractions of shares of Common Stock shall be issued upon conversion of the Series B Convertible Preferred Stock. Instead of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the conversion of a share of Series B Convertible Preferred Stock, the Corporation shall pay to the holder of such share an amount in cash (computed to the nearest cent) equal to the current market price (as determined in a reasonable manner prescribed by the Board in its sole discretion) thereof at the close of business on the business day next preceding the day of conversion. If more than one share shall be surrendered for conversion at one time by the same holder, the number of shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate Liquidation Preference of the shares of Series B Convertible Preferred Stock so surrendered.

(c)           Adjustments to Conversion Ratio.  The Conversion Ratio shall be adjusted from time to time as follows:

(i) In case the Corporation shall hereafter (A) pay a dividend or make a distribution on the Common Stock in shares of Common Stock, (B) subdivide its outstanding shares of Common Stock into a greater number of shares, (C) combine its outstanding shares of Common Stock into a smaller number of shares, or (D) issue by ^classification of the Common Stock any shares of capital stock of the Corporation, the Conversion Ratio in effect immediately prior to such action shall be adjusted so that the holder of any share of Series B Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Corporation which he would have owned or been entitled to receive immediately following such action had such share been converted immediately prior thereto. An adjustment made pursuant to this subdivision CO shall become effective immediately after the record date, in the case of a dividend or distribution, or immediately after the effective date, in the case of a subdivision, combination or reclassification If, as a result of an adjustment made pursuant to this subdivision (i), the holder of any share of Series B Convertible Preferred Stock thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the Board (whose determination shall be conclusive and shall be described in a statement filed with the conversion agent by the Corporation as soon as practicable) shall determine the allocation of the adjusted Conversion Ratio between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

(ii) If at any time after the date of issuance of the shares of Series B Convertible Preferred Stock, the Corporation shall issue to all holders of its Common Stock or sell or fix a record date for the issuance to all holders of its Common Stock of (A) Common Stock or (B) rights, options or warrants entitling the holders thereof to subscribe for or purchase Common Stock (or securities convertible or exchangeable into or exercisable for Common Stock), in any such case, at a price per share (or having a conversion, exchange or exercise price per share) that is less than $0.75 (the “Placement Price”) then, immediately after the date of such issuance or sale or on such record date, the number of shares of Common Stock to be delivered upon the conversion of the Series B Convertible Preferred Stock shall be increased so that the holders of the Series B Convertible Preferred Stock thereafter will be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares of Common Stock such holder would have been entitled to receive immediately before the date of such issuance or sale on such record date by a fraction, the denominator of which will be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate initial conversion price, exchange price or exercise price of the convertible securities or exchangeable securities or rights, options or warrants, as the case may be, so offered) would purchase at such Placement Price, and the numerator of which will be the number of shares of Common Stock outstanding on such date plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible or exchangeable securities or rights, options or warrants so offered are initially convertible or exchangeable or exercisable, as the case may be). Notwithstanding anything contained herein to the contrary, the provisions of this paragraph 3(c)(ii) shall not apply to any issuance of shares of Common Stock to employees, officers or directors of the Corporation pursuant to the exercise of options or pursuant to a stock option plan or other arrangements approved by the Board of Directors of the Corporation.

(iii) In case the Corporation shall distribute pro rata to holders of shares of its Common Stock evidences of its indebtedness or assets (excluding any cash dividends payable in Common Stock or equity securities of the Corporation) or rights or warrants to subscribe for securities of the Corporation or any of its subsidiaries (other than shares of Common Stock referred to in subdivision (ii) above), then in each case the number of shares of Common Stock into which each share of the Series B Convertible Preferred Stock shall be convertible thereafter shall be determined by multiplying the number of shares of Common Stock into which each such share was convertible theretofore by a fraction, of which the numerator shall be the Average Market Price (as defined below) for a share of Common Stock on the record date mentioned below, and of

which the denominator shall be such Average Market Price, less the fair market value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) as of such record date of the portion of such evidences of indebtedness or assets or rights or warrants to subscribe which are applicable to one of the outstanding shares of Common Stock. Such adjustment shall be made whenever such a distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution.

(iv) In any case in which this paragraph 3 shall require that an adjustment be made immediately following a record date or an effective date, the Corporation may elect to defer (but only until five business days following the filing by the Corporation with the conversion agent of the certificate of the chief financial officer of the Corporation required by subdivision (vi) of this subparagraph (c)) issuing to the holder of any share of Series B Convertible Preferred Stock converted after such record date or effective date the additional shares of Common Stock or other capital stock issuable upon such conversion over and above the shares of Common Stock or other capital stock issuable upon such conversion on the basis of the Conversion Ratio prior to adjustment, and paying to such holder any amount of cash in lieu of a fractional share

(v) No adjustment in the Conversion Ratio shall be required to be made unless such adjustment would require an increase or decrease of at least 1% of such Conversion Ratio, provided, however, that any adjustments which by reason of this subdivision (v) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this paragraph 3 shall be to the nearest l/100th of a share, Anything in this paragraph 3 to the contrary notwithstanding, the Corporation shall be entitled to make such adjustment in the Conversion Ratio, in addition to those required by this paragraph 3, as it in its discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights to purchase stock or securities, or distribution of securities convertible into or exchangeable for stock hereafter made by the Corporation to its stockholders shall not be taxable to the recipients.

(vi) Whenever the Conversion Ratio is adjusted as herein provided, (A) the Corporation shall promptly file with the conversion agent a certificate of the chief financial officer of the Corporation setting forth the Conversion Ratio after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the manner of computing the same, which certificate shall be conclusive evidence of the correctness of such adjustment, and (B) a notice stating that the Conversion Ratio has been adjusted and setting forth the adjusted Conversion Ratio shall forthwith be mailed by the Corporation to the holders of the Series B

Convertible Preferred Stock at their addresses as shown on the stock books of the Corporation

(vii) In the event that at any time as a result of an adjustment made pursuant to subdivision (i) of this subparagraph (c), the holder of any share of Series B Convertible Preferred Stock thereafter surrendered for conversion shall become entitled to receive any shares of the Corporation other than shares of Common Stock, thereafter the Conversion Ratio of such other shares so receivable upon conversion of any share shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this paragraph 3

(viii) The Average Market Price of Common Stock at any date shall be deemed to be the average of the Current Market Prices (as defined below) for the 30 consecutive business days commencing 45 business days before the date in question. The “Current Market Price” on any given day shall mean the closing price per share of the Corporation’s Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or traded on any such exchange, on the National Market System (the “National Market System”) of the National Association of Securities Dealers Automated Quotations System (“NASDAQ”), or if not listed or traded on any such exchange or system, on the Nasdaq Bulletin Board, or if not listed or traded on any such exchange, system or board, the average of the bid and asked price per share on NASDAQ or, if such quotations are not available, the fair market value per share of the Corporation’s Common Stock as reasonably determined by the Board of Directors of the Company.

(d)           Notices of Record Date. In case:

(i) there shall be any capital stock reorganization or reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock), or any consolidation or merger to which the Corporation is a party or any statutory exchange of securities with another corporation and for which approval of any stockholders of the Corporation is required, or any sale or transfer of all or substantially all the assets of the Corporation, or

(ii) there shall be a voluntary dissolution, liquidation or winding up of the Corporation;

then the Corporation shall cause to be filed with the conversion agent, and shall cause to be mailed to the holders of shares of the Series B Convertible Preferred Stock at their addresses as shown on the stock books of the Corporation, at least 10 days prior to the applicable date hereinafter specified, a notice stating (A) the

date on which a record is to be taken for the purpose of such distribution or rights, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such distribution or rights are to be determined, or (B) the date on which such reorganization, ^classification, consolidation, merger, statutory exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, statutory exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in subdivision (i) or (ii) of this subparagraph (d).

(e)           Reservation of Common Stock for Conversion. The Corporation covenants that it will (i) use its best efforts to cause an amendment to its Certificate of Incorporation to increase the aggregate number of shares of authorized Common Stock from 15,000,000 shares to 100,000,000 shares (the “Charter Amendment”) to be approved and adopted by its stockholders as soon as possible after the date hereof and thereafter promptly to file the Charter Amendment with the Secretary of State of the State of Delaware and (ii) thereafter, at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or shares of Common Stock held in its treasury, or both, for the purpose of effecting conversions of the Series B Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Series B Convertible Preferred Stock not theretofore converted. For purposes of this subparagraph (e), the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding shares of Series B Convertible Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single holder.

(f)            Taxes Upon Conversion. The Corporation will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on conversions of the Series B Convertible Preferred Stock pursuant hereto; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock in a name other than that of the holder of the Series B Convertible Preferred Stock to be converted and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

(g)           Modification of Common Stock. Notwithstanding any provision herein to the contrary, in case of any consolidation or merger to which the Corporation is a party (other than a merger or consolidation in which the Corporation is the continuing corporation), or in case of any sale or conveyance to

another corporation of the property of the Corporation as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation), the holder of each share of Series B Convertible Preferred Stock then outstanding shall have the right thereafter to convert such share into the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance by a holder of the number of shares of Common Stock into which such share of Series B Convertible Preferred Stock might have been converted immediately prior to such consolidation, merger, statutory exchange, sale or conveyance, assuming such holder of Common Stock failed to exercise his rights of election, if any, as to the kind of amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (each, a “non-electing share”), then for the purpose of this subparagraph (g) the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Thereafter, the holders of the Series B Convertible Preferred Stock shall be entitled to appropriate adjustments with respect to their conversion rights to the end that the provisions set forth in this paragraph 3 shall correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of the Series B Convertible Preferred Stock. Any such adjustment shall be approved by the Board of Directors of the Corporation, evidenced by a certificate of the chief financial officer of the Corporation to that effect delivered to the conversion agent; and any adjustment so approved shall for all purposes hereof conclusively be deemed to be an appropriate adjustment.

The above provisions of this subparagraph (g) shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances.

4.             No Reissuance of Series B Convertible Preferred Stock. No share or shares of Series B Convertible Preferred Stock acquired by the Corporation by reason of purchase, conversion or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares which the Corporation shall be authorized to issue. The Corporation may from time to time take such appropriate corporate action as may be necessary to reduce accordingly the authorized number of shares of the Series B Convertible Preferred Stock.

5.             Voting Rights. Except as otherwise expressly provided herein or as required by law, the holders of the Series B Convertible 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 Convertible 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. Except as otherwise expressly provided herein, or to the extent class or series voting is otherwise required by law or agreement, the holders of the Series B Convertible Preferred Stock and the holders of the Common Stock shall vote together as a single class and not as separate classes.

6.             No Consent Required. No consent of the holders of the Series B Convertible Preferred Stock shall be required for (a) the creation of any indebtedness of any kind of the Corporation, (b) the creation of any class of stock of the Corporation ranking senior (provided such class of stock is not convertible into Common Stock or any equity security convertible into or exchangeable for Common Stock), junior or paripassu as to dividends or upon liquidation to the Series B Convertible Preferred Stock or (c) any increase of decrease in the amount of authorized Common Stock or any increase, decrease or change in the par value thereof or in any other terms thereof

7.             Reservation of Rights. The Board reserves the right by subsequent amendment of this resolution from time to time to increase or decrease the number of shares which constitute the Series B Convertible Preferred Stock (but not below the number of shares thereof then outstanding) and in other respects to amend this resolution within the limitations provided by law, this resolution and the Certificate of Incorporation

IN WITNESS WHEREOF, Geokinetics Inc has caused this Certificate of Designation of Series B Convertible Preferred Stock to be made under the seal of the Corporation and signed by Jay D. Haber, its Chairman and Chief Executive Officer, and attested by Michael Hale, its Secretary, as of this 30th day of September, 1997

GEOKINETICS INC.
By:
	Name:	Jay D. Haber
	Title:	Chairman and chief Executive Officer

[SEAL]

Attest:

Name:	Michael Hale
Title:	Secretary

STATE OF TEXAS	)
	) ss.:
COUNTY OF HARRIS	)

On the 30th of September, 1997 before me, the undersigned Notary Public, personally came Jay D. Haber, to me known, who by me duly sworn, did depose and say that deponent is the Chairman and Chief Executive Officer of GEOKINETICS INC., the corporation described in, and which executed the foregoing instrument, that the facts stated therein are true, that deponent knows the seal of the Corporation, that the seal affixed to the instrument is the corporate seal, that it was affixed by order of the board of directors of the Corporation, and that deponent signed deponent’s name to the foregoing instrument by order of the board of directors of the Corporation being authorized so to do on its behalf

IN WITNESS WHEREOF, I hereunto set my hand and official seal

Charlotte A. Krecow

Notary Public

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 11/24/1997

971400873 - 0886271

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF GEOKINETICS INC.

GEOKINETICS INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that, in accordance with Section 242 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation adopted the following resolutions increasing the number of authorized shares of the Corporation’s Common Stock from 15,000,000 to 100,000,000 shares and reducing the par value of the Common Stock from $.20 to $.01 per share:

FIRST:That, by unanimous written consent of the Board of Directors of the Corporation, the directors adopted resolutions setting forth, among other things, a proposed amendment to the Certificate of Incorporation of the Corporation and declaring such amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

FURTHER RESOLVED, that it is in the best interest of the Corporation that the Certificate of Incorporation of the Corporation be amended by changing the fourth Article thereof pursuant to the authority conferred on the Board of Directors of this Corporation, such that, as amended, Article Four shall read as follows:

“The total number of shares of stock which the corporation shall have authority to issue is One Hundred Two Million Five Hundred Thousand (102,500,000) shares, consisting of Two Million Five Hundred Thousand (2,500,000) shares of Preferred Stock, $10.00 par value per share (the “Preferred Stock”), and One Hundred Million (100,000,000) shares of Common Stock, $.01 par value per share (the “Common Stock”). A description of the designations, preferences, and relative rights of each class is as follows:”

SECOND:That, thereafter, pursuant to resolution of the Board of Directors of the Corporation, the annual meeting of stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute was voted in favor of the amendment.

THIRD:That the amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, GEOKINETICS INC. has caused this certificate to be signed by JAY D. HABER, its Chairman and Chief Executive Officer, this 20th day of November, 1997.

GEOKINETICS INC.
By:
Name:	Jay D. Haber
Title:	Chairman and Chief Executive Officer

STATE OF TEXAS COUNTY OF HARRIS

This instrument was acknowledged before me on the 20th day of November, 1997, by JAY D. HABER, Chairman and Chief Executive Officer of GEOKINETICS INC., a corporation, on behalf of said corporation.

Notary Public in and for

the State of TEXAS

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:16 PM 05/01/2003

FILED 05:16 PM 05/01/2003

SRV 030284271 - 0886271 FILE

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

OF

GEOKINETICS INC.

GEOKINETICS INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:

FIRST:That by the unanimous written consent of the Board of Directors of the Corporation, the directors adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of the Corporation and declared such amendment to be advisable and submitted it to a vote of the stockholders of the Corporation entitled to vote thereon in accordance with the General Corporation Law. The resolution setting forth the proposed amendment is as follows:

FURTHER RESOLVED, that the first paragraph of Article Four of the Certificate of Incorporation be deleted in its entirety and replaced with the following:

“The total number of shares of all classes of stock which the Corporation shall have the authority to issue is One Hundred Two Million Five Hundred Thousand (102,500,000) shares, of which Two Million Five Hundred Thousand (2,500,000) shares, designated as Preferred Stock, shall have a par value of $10.00 per share (the “Preferred Stock”), and One Hundred Million (100,000,000) shares, designated as Common Stock, shall have a par value of $0.01 per share (the “Common Stock”).”

“Effective immediately on the filing date of this Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), every 100 (one hundred) shares of Common Stock outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall be automatically reclassified and continue (the “Reverse Stock Split”). without any action on the part of the holder thereof; as 1 (one) share of Common Stock (the “New Common Stock”). The Corporation is completing a series of debt restructuring and recapitalization transactions with its principal creditors (the “Restructuring”) along with the Reverse Stock Split, and stockholders should be aware that the issuance of additional shares of Common Stock after the Restructuring may result in additional dilution of their ownership interest in the Corporation. The Corporation shall not issue fractional shares on account of this Reverse Stock Split. In lieu of any fractional shares to which a stockholder would otherwise be entitled as a result of the Reverse Stock Split, the Corporation shall pay cash equal to such fraction multiplied by the average of the high and low trading prices of the Corporation’s Common Stock on the OTCBB during regular

trading hours for the five trading days immediately preceding the Effective Time of the Reverse Stock Split.”

“The Reverse Stock Split will not change the proportionate ownership interest of the stockholders in the Corporation, nor will the voting rights and other rights of stockholders be changed (except for the rights of stockholders receiving cash payments in lieu of fractional shares).”

“This Amendment is expected to be filed promptly after the stockholders approve the Restructuring and the Board of Directors has determined that all other conditions precedent to the completion of the Restructuring have been satisfied. From and after the Effective Time, certificates representing shares of Old Common Stock are hereby canceled and shall represent only the right of holders thereof to receive New Common Stock. Holders of Old Common Stock will be asked to surrender their certificates representing their Old Common Stock in exchange for certificates representing New Common Stock. The Corporation’s transfer agent will furnish each stockholder with a letter of transmittal setting forth the procedures necessary for the exchange of certificates representing Old Common Stock for certificates representing New Common Stock.”

“A description of the designations, preferences, and relative rights of each class of stock of the Corporation is as follows:”

SECOND:That thereafter, pursuant to resolution of the Board of Directors of the Corporation, the annual meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:That said amendment was duly adopted in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law.

IN WITNESS WHEREOF, Geokinetics Inc. has caused this Certificate of Amendment to its Certificate of Incorporation to be signed by Thomas J. Concannon, its Vice President and Chief Financial Officer, this 29 day of April, 2003.

GEOKINETICS INC.
Name:	Thomas J. Concannon
Title:	Vice President and Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:37 PM 11/23/2004

FILED 04:59 PM 11/23/2004

SRV 040847089 - 0886271 FILE

CERTIFICATE OF DESIGNATION OF

SERIES A SENIOR CONVERTIBLE PREFERRED STOCK

OF

GEOKINETICS INC.

PURSUANT TO SECTION 151(g) OF THE

GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

The undersigned, Thomas J. Concannon, Vice President and Chief Financial Officer of Geokinetics Inc, a Delaware corporation (the “Corporation”), does hereby state and certify that the Board of Directors for the Corporation,, by unanimous written consent dated as of November 9, 2004, duly adopted the following resolution providing for the issuance of a series of the Corporation’s preferred stock, par value $10.00 per share (the “Preferred Stock”), and further providing for the designation, powers, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions thereof ail in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware:

RESOLVED, that 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”), a series; of Preferred Stock of (the Corporation be, and hereby is, created out of the authorized but unissued shares of capital stock of the Corporation and authorized to be issued, such series to be designated Series A Senior Convertible Preferred Stock (the “Series A Preferred Stock”), to consist of 8,333 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 thereof; shall be, in addition to those set forth in the Corporation’s Certificate of Incorporation, as follows:

(1)           Series A Preferred Stock

(a)           Dividends.

(i)            The holders of Series A Preferred Stock, prior and in preference to any declaration or payment of any dividend on the Common 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)(1) “Dividend Rate” shall mean 6.0% per annum, compounded annually, of the Original Issue Price (defined in Section 1(b)(i) below) for each share of Series A preferred Stock. Dividends shall be paid in cash when, and if declared. All unpaid dividends on Series A 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 and Series A Preferred Stock in proportion to the number of shares of Common Stock That would be held by each such holder if all shares of Series A Preferred Stock were converted to Common Stock at the then effective conversion rate.

(b)           Liquidation Preference.

(i)            The holders of Series A 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, an amount per share (the “Liquidation Preference Amount”) equal to (i) the sum of the Original Issue Price (as defined below) for Series A Preferred Stock, plus (ii) 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 arc insufficient to permit the payment upon all outstanding shares of Series A Preferred Stock of the fell preferential amount to which the holders of such shares are entitled, then such net assets shall be distributed ratably upon outstanding shares of Series A Preferred Stock in proportion to the fell preferential amount to which each such snare is entitled. For purposes hereof, “Original Issue Price” shall mean $300.00 per share for each share of Series A Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to the Series A Preferred Stock).

(ii)           Upon completion of the distribution required by subsection (i) of this Section 1(b), the remaining assets of the Corporation shall be distributed among all holders of Common Stock and Series A Preferred Stock pro rata based on the number of shares of Common Stock held or that would be held by each holder of Series A Preferred Stock if all shares of Series A Preferred Stock were converted to Common Stock at the then effective conversion rate.

(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), 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 persona, 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 solo purpose is to change the stale 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 A 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 October 31, 2009, the holders of not less than fifty-one percent (51%) of the shares of Series A Preferred Stock then outstanding deliver written notice to the Corporation of such holders’ desire to have the Series A Preferred Stock redeemed, all outstanding shares of Series A 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 A Preferred Stock Bach share of Series A 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 A Preferred Stock, an amount equal to the Liquidation Preference Amount.

(ii)           At any time after October 31, 2011, the Corporation shall be entitled to redeem all outstanding shares of Series A Preferred Stock, if not previously converted pursuant to Section 1(b), on a date which is not less than 60 days nor more than 90 days after the date on which written notice was delivered to the holders of the Series A Preferred Stock. Each share of Series A Preferred Stock to be redeemed hereunder shall be redeemed by payment by the Corporation in cash of the Redemption Price.

(iii)          Any redemption pursuant to Sections l(c)(i) or (ii) above shall be preceded by written notice to each holder of Series A Preferred Stock stating the date fixed for redemption, the Redemption Price and the place at which holders of Series A Preferred Stock may obtain payment of the Redemption Price upon surrender of that respective stock certificates.

(iv) All shares of Series A 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)           Convention. The holders of the Series A Preferred Stock shall have conversion rights as Mows (the “Conversion Rights”):

(i)            Right to Convert. Each share of Series A 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 A Preferred Stock by the applicable Conversion Price (as denned below) for the Series A Preferred Stock (the conversion rate for Series A 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 A Preferred Stock shall initially be $.30; provided, however, that the Conversion Price mi the Series A Preferred Stock shall be subject to adjustment as set forth in subsection 1(e)(iv).

(ii)           Automatic Conversion. Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Rate at the time in effect for Series A 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 covering the offer and sale of Common Stock (A) at a price per share yielding net proceeds to the Corporation of not less than $1.20 (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 $20,000,000, and (C) after which the Common Stock is listed on the NYSE, AMEX or the NASDAQ National Market (a “Qualified Public Offering”).

(iii)          Mechanics of Conversion. Before any holder of Series A 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 me office of the Corporation or of any transfer agent for me Series A 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 A 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 A 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 A 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 A Preferred Stock shall not be deemed to have converted such Series A 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 l(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 A Preferred Stock for Certain Dilutive Issuances, Splits and Combinations. The Conversion Price of the Series A Preferred Stock shall be subject to adjustment from, time to time as follows:

(A)          1.             If the Corporation shall issue, on or after the date upon which this 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 A Preferred Stock in effect immediately prior to the issuance of such Additional Stock, but greater than one-half of such Conversion Price, the Conversion Price for the Series A Preferred Stock in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this subsection 1(d)(iv)(A)(1) 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. If the Corporation shall issue, on or after the Filing Date, any Additional Stock without consideration or for a consideration per share less than one-half of the Conversion Price applicable to the Series A Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for the Series A Preferred Stock in effect immediately prior to each such issuance shall forthwith (except as otherwise provided

in this subsection 1(d)(iv)(A)(1) be adjusted to a price equal to the consideration paid or given for 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, and (3) Common Stock issuable upon exercise of outstanding warrants to purchase Common Stock. Shares described in (1) through (3) above shall be included whether vested or invested, whether contingent or non-contingent and whether exercisable or not yet exercisable,

2.             No adjustment of the Conversion Price for the Series A Preferred Stock Shall be made in an amount leas than one cent per share, provided mat 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 Stun 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 l(d)(iv) shall have the effect of increasing the Conversion Price above the Conversion Price m 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 titan 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.

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 l(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 of upon conversion of or in exchange for such convertible or exchangeable shares, the Conversion Price of the Series A 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.             Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price of the Series A Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities or options or

rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities that remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

e.             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.             Common Stock issued pursuant to a transaction described in subsection 1(d)(iv)(A)(2) hereof;

2.             Shares of Common Stock issued to employees, directors, 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;

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

4.             Common Stock issued in connection with a bona fide business acquisition of or by the Corporation, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise approved by this corporation’s Board of Directors; and

5.             Common Stock that is issued with the approval of the holders of not less than fifty-one percent (51%) of the then-outstanding shares of Series A 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 A Preferred Stock shall be appropriately decreased so that me number of abates of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of the aggregate of shores 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 A Preferred Stock shall be appropriately increased so that the number of abates 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 A Preferred Stock.

(e)           Voting Rights.

(i)            Except as otherwise expressly provided herein or as required by law, the holders of Series A 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 die 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 A 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. 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 A Preferred Stock or Common Stock shall vote together as a single class and not as separate classes,

(ii)           So long as any shares of Series A 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 fifty-one percent (51%) of the then-outstanding shares of the Series A Preferred Stock, determined on a fully diluted and as converted basis:

(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 abates 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 transaction 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 A Preferred Stock or increases the authorized number of shares of Series A 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.

(G)           Create a new plan or arrangement for the grant of stock options or the issuance of restricted stock or increase the number of shares available under such a plan or arrangement,

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

(iii)          So long as at least 4,167 shares of Series A Preferred Stock remain outstanding, the holders of the Series A Preferred Stock shall be entitled to nominate and elect one (1) member of the

Corporation’s Board of Directors at each regularly scheduled meeting of the Corporation’s stockholders which is called for the purpose of electing members of the Board of Directors.

(f)            Preemptive Rights.  If the Corporation authorizes the issuance and sale of Additional Stock (as defined in Section l(d)(iv)(B)), the Corporation shall first offer in writing to tell to each holder of Series A Preferred Stock a portion of the securities being issued equal to the quotient obtained by dividing (A) the aggregate number of shares of Common Stock then owned by such holder on an as-converted basis by (B) the aggregate number of shares of Common Stock then outstanding (assuming conversion of all of the Corporation’s securities convertible into Common Stock). If all offered securities are not subscribed to by such holder of Series A Preferred Stock in writing delivered to the Corporation within ten days after the date of delivery of the Corporation’s original notice to such holder, then the Corporation shall be entitled to offer such securities for sale 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 each person or persons than the price and terms on which such securities were offered to the holders of Series A 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 A Preferred Stock hereunder shall then become subject again to the provisions of this Section 1(f).

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, Geokinetics Inc. has caused this Certificate of Designation to its Certificate of Incorporation to be signed by Thomas J. Concannon, its Vice President and Chief Financial Officer, this 14th day of November, 2004.

GEOKINETICS INC.
By:
Name:	Thomas J. Concannon
Title:	Vice President and Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:30 AM 11/02/2006

FILED 11:30 AM 11/02/2006

SRV 061007868 - 0886211 FILE

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

OF

GEOKINETICS INC.

GEOKINETICS INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:

FIRST:The Board of Directors of the Corporation adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of the Corporation and declared such amendment to be advisable and submitted it to a vote of the stockholders of the Corporation entitled to vote thereon in accordance with the General Corporation Law. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the first paragraph of Article Four of the Certificate of Incorporation be amended by adding the following paragraphs before the existing paragraph that begins “A description of the designations, preferences, and relative rights of each class of stock of the Corporation is as follows”:

“Effective at 5:00 p.m. (Central Standard Time) on November 3, 2006 (the “Effective Time”’), every 10 (ten) shares of Corporation Common Stock outstanding immediately prior to the Effective Time (the “Old Common Stock”’) shall be automatically reclassified and continue without any action on the part of the holder thereof, as 1 (one) share of Common Stock (the “New Common Stock”) (the “2006 Reverse Stock Split”). The Corporation shall not issue fractional shares on account of the 2006 Reverse Stock Split. In lieu of any fractional shares, the Corporation shall pay cash equal to such fraction multiplied by the average of the high and low trading prices of the Corporation’s Common Stock on the OTCBB during regular trading hours for the five trading days immediately preceding the Effective Time of the 2006 Reverse Stock Split. ”

“The 2006 Reverse Stock Split will not change the proportionate ownership interest of the stockholders in the Corporation, nor will the voting rights and other rights of stockholders be changed (except for the rights to receive cash payments in lieu of fractional shares).”

“From and after the Effective Time, certificates representing shares of Old Common Stock are hereby canceled and shall represent only the right of holders thereof to receive New Common Stock. Holders of Old Common Stock will be asked to surrender their certificates representing their Old Common Stock in exchange for certificates representing New Common Stock. The Corporation’s transfer agent will furnish each stockholder with a letter of transmittal setting

forth the procedures necessary for the exchange of certificates representing Old Common Stock for certificates representing New Common Stock.”

SECOND:Pursuant to resolution of the Board of Directors of the Corporation, the 2006 Annual Meeting of the Stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law, at which meeting the necessary number of shares as required by statute were voted in favor of this amendment.

THIRD:This amendment was duly adopted in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law.

IN WITNESS WHEREOF, Geokinetics Inc. has caused this Certificate of Amendment to its Certificate of Incorporation to be signed by David A. Johnson, its President and Chief Executive Officer, this 1st day of November, 2006.

GEOKINETICS INC.
By:
	David A. Johnson
	President and Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:51 PM 02/23/2009

FILED 01:45 PM 02/23/2009

SRV 090176426 - 0886271 FILE

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-l Senior Convertible Preferred Stock (the “Series B-I 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-l 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, as follows:

(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 l(a)(i), “Dividend Rate” shall mean 8.0% per annum, compounded quarterly, of the Original Issue Price (defined in Section l(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-l Preferred Stock on any quarterly dividend payment date through and including October 31, 2011, may be paid in additional shares of Series B-l 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 l(a)(i), any additional dividends or distributions shall be distributed among all holders of Common Stock, Series B-l 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-l 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 Amounts” 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).

(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 A vista 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 he 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-l Preferred Stock then outstanding deliver written notice to the Corporation of such holders’ desire to have the Series B-l Preferred Stock redeemed, all outstanding shares of Series B-l 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.

(ii)           Any redemption pursuant to Sections l(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 l-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 l(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”).

(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 l(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 snares 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 Nominator 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 l(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.

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 mat any adjustments that are not required to be made by reason of this sentence shall be carried forward arid 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 l(d)(iv)(A)(5)(c) and (5)(d), no adjustment of such Conversion Price pursuant to this subsection I (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 ease 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:

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 l(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 a 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 l(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 l(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 l(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;

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-l Preferred Stock and a majority of the men-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 he 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 l(f)(ii)s 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 l(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:

(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:

(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 l(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]

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.

GEOKINETICS INC.
By:
	Richard F. Miles, President and
	Chief Executive Officer

FIRST AMENDED

CERTIFICATE OF DESIGNATION OF

SERIES C SENIOR 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 C Senior Preferred Stock of the Corporation was filed with the Secretary of State of the State of Delaware on December 18, 2009.

TWO: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, at a meeting duly and properly called and held December 2, 2009, duly adopted a resolution providing that the Certificate of Designation of Series C Senior Preferred Stock of the Corporation be amended in its entirety, as follows:

(1)Series C Preferred Stock.

(a)Dividends.The holders of Series C 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 dividends, cumulative and compounded, at the applicable Dividend Rate (as defined below).  All dividends will accumulate until paid in cash, whether or not declared, and whether or not there are any funds legally available for the payment of such dividends.  For purposes of this Section 1(a)(i), “Dividend Rate” shall mean 11.75% per annum, compounded quarterly effective as of the date of issuance of the Series C Preferred Stock, of the Original Issue Price (defined in Section 1(b)(i) below) for each share of Series C Preferred Stock.  After December 16, 2015, all dividends shall be paid in cash on each quarterly dividend payment date. All unpaid dividends on Series C Preferred Stock shall be cumulative and shall accrue, compounding quarterly, regardless of whether or not the Corporation shall have funds legally available for the payment of such dividends.

(b)Liquidation Preference.

(i)The holders of Series C 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 the holders 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 C 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 C 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 C 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 C Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to the Series C Preferred Stock).

(ii)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 C Preferred Stock (voting on an as converted basis).

(iii)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.

The Corporation shall redeem all outstanding shares of Series C Preferred Stock on December 16, 2015.  Each share of Series C 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 C Preferred Stock, an amount equal to the Liquidation Preference Amount.

2

(d)Approval Rights.  So long as at least 100,000 shares of Series C 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 C Preferred Stock:

(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 Series B or Series C Preferred Stock in lieu of payment of cash dividends), 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 C Preferred Stock or increase the authorized number of shares of the Series C 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.

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

(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

3

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.

[SIGNATURES ON FOLLOWING PAGE]

4

IN WITNESS WHEREOF, Geokinetics Inc. has caused this Certificate of Designation to its Certificate of Incorporation to be signed by Richard F. Miles, its President and Chief Executive Officer, this 12th day of February, 2010.

GEOKINETICS INC.
By:	/s/ Richard F. Miles
	Richard F. Miles, President and
	Chief Executive Officer

5

FOURTH 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:The Certificate of Designation of Series B Senior Convertible Preferred Stock of the Corporation was further amended by the Second 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 February 23, 2009.

FOUR:The Certificate of Designation of Series B Senior Convertible Preferred Stock of the Corporation was further amended by the Third 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 December 18, 2009.

FIVE: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, at a meeting duly and properly called and held December 2, 2009, duly adopted a resolution providing that the Third Amended Certificate of Designation of Series B Senior Convertible Preferred Stock of the Corporation be amended in its entirety, as follows:

SIX:The shares of Preferred Stock previously designated “Series B-1 Preferred Stock” shall for all purposes of this Third Amended Certificate of Series B Convertible Preferred Stock of the Corporation shall be renamed and designated “Series B Preferred Stock.”

SEVEN:The share of Preferred Stock previously designated “Series B-2 Preferred Stock” shall be cancelled.

(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 9.75% 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, all or any portion of dividends payable on shares of Series B Preferred Stock on any quarterly dividend payment date through and including December 16, 2015 may be paid in additional shares of Series B 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 December 16, 2015, 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 quarterly, 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 and, Series B 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 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 holder of Series C 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

2

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).

(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 following such merger or consolidation), (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

3

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 December 16, 2015, the holders of not less than a majority of the shares of Series Preferred Stock then outstanding deliver written notice to the Corporation of such holders’ desire to have the Series B Preferred Stock redeemed, all outstanding shares of Series B 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 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.

(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 Preferred Stock stating the date fixed for redemption, the Redemption Price and the place at which holders of Series B Preferred Stock 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 be $17.44 (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

4

Act”), covering the offer and sale of Common Stock (A) at an offering price per share 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”).

(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 Third 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 (A) all previous issuances of Additional Stock since the Filing Date and (B) all issuances of Additional Stock as consideration in the Acquisition or pursuant to the Public Offering, as such terms are defined in that certain Amended and Exchange Agreement dated December 2, 2009, by and among the Corporation, Avista Capital Partners, L.P., Avista

5

Capital Partners (Offshore), L.P. and Levant America S.A., is less than $50,000,000 (determined by aggregating all issuances of Additional Stock made after the Filing Date and as consideration in the Acquisition or pursuant to the Public Offering) 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 and as consideration in the Acquisition or pursuant to the Public Offering) 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.

2.Notwithstanding anything to the contrary set forth in this Certificate of Designation, no adjustment of the Conversion Price for the Series B Preferred Stock shall be made in respect of issuances of Additional Stock as consideration in the Acquisition.

3.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.

4.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,

6

commission or other expenses allowed, paid or incurred by this corporation for any underwriting or otherwise in connection with the issuance and sale thereof.

5.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.

6.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:

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.

7

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;

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 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.

8

(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. 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:

(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 Series B or Series C Preferred Stock in lieu of payment of cash dividends), 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

9

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.

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

(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

10

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]

11

IN WITNESS WHEREOF, Geokinetics Inc. has caused this Third Amended Certificate of Designation to its Certificate of Incorporation to be signed by Richard F. Miles, its President and Chief Executive Officer, this 12th day of February, 2010.

GEOKINETICS INC.
By:	/s/ Richard F. Miles
	Richard F. Miles, President and
	Chief Executive Officer

12

EX-3.3

Exhibit 3.3

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:35 PM 12/04/2009

FILED 01:20 PM 12/04/2009

SRV 091069979 - 4759792 FILE

CERTIFICATE OF INCORPORATION

OF

GEOKINETICS HOLDINGS, INC.

First:       The name of the corporation is Geokinetics Holdings, Inc. (hereinafter referred to as the “Corporation”).

Second:      The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

Third:     The nature of the business and purpose to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

Fourth:   The total number of shares of stock which the Corporation has authority to issue is 1,000 shares of common stock, par value $0.01 per share (“Common Stock”).

Dividends may be declared and paid or set apart for payment upon Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends and may be payable in cash, stock or otherwise. The holders of Common Stock shall have the exclusive right to vote for the election of directors and on all other matters requiring stockholder action, each share being entitled to one (1) vote. Upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of Common Stock in-accordance with their respective rights and interests.

Fifth:       The name of the incorporator is Jennifer Brand, whose mailing address is Haynes and Boone, LLP, 1221 McKinney, Suite 2100, Houston, Texas 77010.

Sixth:      The Corporation is to have perpetual existence.

Seventh:     Election of directors need not be by written ballot unless the bylaws of the Corporation shall so provide. Cumulative voting in the election of directors or otherwise is hereby expressly prohibited. At each election for directors, each stockholder entitled to vote at such election shall be entitled to one (1) vote for each share of capital stock owned by him; no stockholder shall be entitled to cumulate his votes by giving one candidate as many votes as the number of such directors to be elected multiplied by the number of shares owned by such stockholder shall equal, or to distribute such votes on the same principle among any number of such candidates.

Eighth:

(a)           A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for my breach of the director’s duty of loyally to the Corporation or its stockholders, (ii) for any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (i) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then

the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the fullest extent permitted by the amended General Corporation Law of the State of Delaware. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any elimination or limitation on the personal liability of a director of the Corporation or right or protection of a director of the Corporation existing at the time of such repeal or modification.

(b)           The Corporation shall indemnify any director or officer to the full extent permitted by Delaware law.

Ninth:     All of the powers of the Corporation, insofar as the same may be lawfully vested by this Certificate of Incorporation in the Board of Directors of the Corporation, are hereby conferred upon the Board of Directors of the Corporation.

In furtherance and not in limitation of the foregoing provisions of this Article Ninth, and for the purpose of the orderly management of the business and the conduct of the affairs of the Corporation, the Board of Directors of the Corporation shall have the power to adopt, amend or repeal from time to time the bylaws of the Corporation, subject to the right of the stockholders of the Corporation entitled to vote thereon to adopt, amend or repeal bylaws of the Corporation.

Tenth:    The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate of Incorporation, hereby declaring and certifying that this is my act and deed and the facts herein stated are true. Accordingly, I have hereunto set my hand this 4th day of December, 2009.

Jennifer Brand

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:06 PM 12/18/2009

FILED 05:27 PM 12/18/2009

SRV 091118763 - 4759792 FILE

CERTIFICATE OF AMENDMENT

of the

CERTIFICATE OF INCORPORATION

of

GEOKINETICS HOLDINGS, INC.

Geokinetics Holdings, Inc. (the “Company”), a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That the directors of the Company held a meeting on December 18, 2009 and duly adopted the following resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

RESOLVED, that the Certificate of Incorporation of the Company be amended by changing the first sentence thereof, so that, as amended, said sentence shall be read in its entirety as follows:

“The name of the corporation is Geokinetics Holdings USA, Inc.”

SECOND:  That the stockholders of the Company approved said amendment by written consent dated December 18, 2009.

THIRD:  That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 141(f), 228 and 242 of the General Corporation Law of the State of Delaware.

[signature page follows]

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be executed as of the date first above written.

GEOKINETICS HOLDINGS, INC., a Delaware corporation
By:	/s/ Chin Yu
Name:	Chin Yu
Title:	Vice President

SIGNATURE PAGE
CERTIFICATE OF AMENDMENT

EX-3.4

Exhibit 3.4

BYLAWS

OF

GEOKINETICS HOLDINGS, INC.

Adopted as of December 4, 2009

OFFICES

SECTION 1.01.    Registered Office.  The registered office of the corporation in the State of Delaware shall be Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, and the name of its registered agent shall be The Corporation Trust Company.

SECTION 1.02.    Other Offices.  The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

SECTION 2.01.    Place of Meeting.  All meetings of stockholders for the election of directors shall be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

SECTION 2.02.    Annual Meeting.  The annual meeting of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

SECTION 2.03.    Voting List.  The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.04.    Special Meeting.  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board, if one is elected, or by the President of the corporation or by the Board of Directors or by written order of a majority of the directors and shall be called by the President or the Corporate Secretary at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote.  Such request shall state the purposes of the proposed meeting.  The Chairman of the Board or the President of the corporation or directors so calling, or the stockholders so requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

SECTION 2.05.    Notice of Meeting.  Written notice of the annual, and each special meeting of stockholders, stating the time, place, and purpose or purposes thereof, shall be given to each stockholder entitled to vote thereat, not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 2.06.    Quorum.  The holders of a majority of the shares of the corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation.  Notwithstanding the other provisions of the Certificate of Incorporation or these bylaws, the holders of a majority of the shares of the corporation’s capital stock entitled to vote thereat, present in person or represented by proxy, whether or not a quorum is present, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 2.07.    Voting.  When a quorum is present at any meeting of the stockholders, the vote of the holders of a majority of the shares of the corporation’s capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes, of the Certificate of Incorporation or of these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.  Every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder, bearing a date not more than three (3) years prior to voting, unless such instrument provides for a longer period, and filed with the Corporate Secretary of the corporation before, or at the time of, the meeting.  If such instrument shall designate two (2) or more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one (1) be present, then such powers may be exercised by that one (1); or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the shares as he is of the proxies representing such shares.

SECTION 2.08.    Consent of Stockholders.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provision of the statutes, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of the votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and provided that prompt notice must be given to all stockholders who have not consented in writing to the taking of the corporate action without a meeting and by less than unanimous written consent.  Every written consent shall bear the date of signature of each stockholder who signs the consent.

SECTION 2.09.    Voting of Stock of Certain Holders.  Shares of the corporation’s capital stock standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the Board of Directors of such corporation may determine.  Shares standing in the name of a deceased person may be voted by the executor or administrator of such deceased person, either in person or by proxy.  Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary.  Shares standing in the name of a

2

receiver may be voted by such receiver.  A stockholder whose shares are pledged shall be entitled to vote such shares, unless in the transfer by the pledgor on the books of the corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent the stock and vote thereon.

SECTION 2.10.    Treasury Stock.  The corporation shall not vote, directly or indirectly, shares of its own capital stock owned by it; and such shares shall not be counted in determining the total number of outstanding shares of the corporation’s capital stock.

SECTION 2.11.    Fixing Record Date.  The Board of Directors may fix in advance a date, which shall not be more than sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, nor more than sixty (60) days preceding the date for payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change, or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining a consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, any such meeting and any adjournment thereof, or to receive payment of such dividend or distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

ARTICLE III
BOARD OF DIRECTORS

SECTION 3.01.    Powers.  The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

SECTION 3.02.    Number, Election and Term.  The number of directors that shall constitute the whole Board of Directors shall be not less than one (1). The number of directors shall from time to time be fixed and determined by the directors and shall be set forth in the notice of any meeting of stockholders held for the purpose of electing directors.  The directors shall be elected at the annual meeting of stockholders, except as provided in Section 3.03, and each director elected shall hold office until his successor shall be elected and shall qualify.  Directors need not be residents of Delaware or stockholders of the corporation.

SECTION 3.03.    Vacancies, Additional Directors, and Removal From Office.  If any vacancy occurs in the Board of Directors caused by death, resignation, retirement, disqualification, or removal from office of any director, or otherwise, or if any new directorship is created by an increase in the authorized number of directors, a majority of the directors then in office, though less than a quorum, or a sole remaining director, may choose a successor or fill the newly created directorship; and a director so chosen shall hold office until the next election and until his successor shall be duly elected and shall qualify, unless sooner displaced.  Any director may be removed either for or without cause at any special meeting of stockholders duly called and held for such purpose.

SECTION 3.04.    Regular Meeting.  A regular meeting of the Board of Directors shall be held each year, without other notice than this bylaw, at the place of, and immediately following, the annual

3

meeting of stockholders; and other regular meetings of the Board of Directors shall be held each year, at such time and place as the Board of Directors may provide, by resolution, either within or without the State of Delaware, without other notice than such resolution.

SECTION 3.05.    Special Meeting.  A special meeting of the Board of Directors may be called by the Chairman of the Board of Directors, if one is elected, or by the President of the corporation and shall be called by the Corporate Secretary on the written request of any director.  The Chairman or President so calling, or the directors so requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

SECTION 3.06.    Notice of Special Meeting.  Notice of the place, date, and time of each special meeting shall be given to each director by whom it is not waived by mailing or personally delivering written notice not less than two (2) days before the meeting or by telephone, facsimile or electronic transmission of the same not less than twenty-four (24) hours before the special meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.  If notice be given by facsimile or electronic transmission, such notice shall be deemed to be delivered when the facsimile or electronic transmission is delivered upon successful transmission of such notice, confirmed by telephone or email.  Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except that notice shall be given of any proposed amendment to the bylaws if it is to be adopted at any special meeting or with respect to any other matter where notice is required by statute.

SECTION 3.07.    Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these bylaws.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 3.08.    Action Without Meeting.  Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

SECTION 3.09.    Compensation.  Directors, as such, shall not be entitled to any stated salary for their services unless voted by the stockholders or the Board of Directors; but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors or any meeting of a committee of directors.  No provision of these bylaws shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 3.10.    Participation in Meetings By Conference Telephone.  Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or committee by means of conference telephone or other communications equipment by means of which all persons

4

participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

ARTICLE IV
COMMITTEE OF DIRECTORS

SECTION 4.01.    Designation, Powers and Name.  The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one (1) or more committees, including, if they shall so determine, an Executive Committee, each such committee to consist of two (2) or more of the directors of the corporation.  The committee shall have and may exercise such of the powers of the Board of Directors in the management of the business and affairs of the corporation as may be provided in such resolution.  The committee may authorize the seal of the corporation to be affixed to all papers that may require it.  The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.  In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Such committee or committees shall have such name or names and such limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors.

SECTION 4.02.    Minutes.  Each committee of directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

SECTION 4.03.    Compensation.  Members of special or standing committees may be allowed compensation for attending committee meetings, if the Board of Directors shall so determine.

ARTICLE V
NOTICE

SECTION 5.01.    Methods of Giving Notice.  Whenever under the provisions of applicable statutes, the Certificate of Incorporation or these bylaws, notice is required to be given to any director, member of any committee or stockholder, such notice shall be in writing and delivered personally or mailed to such director, member, or stockholder or given orally, by telephone, facsimile or electronic mail.  If mailed, notice to a director, member of a committee, or stockholder shall be deemed to be given when deposited in the United States mail first class in a sealed envelope, with postage thereon prepaid, addressed, in the case of a stockholder, to the stockholder at the stockholder’s address as it appears on the records of the corporation or, in the case of a director or a member of a committee, to such person at his business address.  Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law.

SECTION 5.02.    Waiver.  A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person.  Neither the business nor the purpose of any meeting need be specified in such a waiver.  Attendance at any meeting shall constitute waiver of notice except attendance for the sole purpose of objecting to the timeliness of notice.

5

ARTICLE VI
OFFICERS

SECTION 6.01.    Officers.  The officers of the corporation shall be a President, one or more Vice Presidents, any one or more of which may be designated Executive Vice President or Senior Vice President, and a Corporate Secretary.  The Board of Directors may appoint such other officers and agents, including a Chairman of the Board, a Treasurer, Assistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers, in each case as the Board of Directors shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board.  Any two or more offices may be held by the same person.  The Chairman of the Board, if one is elected, shall be elected from among the directors.  With the foregoing exceptions, none of the other officers need be a director, and none of the officers need be a stockholder of the corporation.

SECTION 6.02.    Election and Term of Office.  The officers of the corporation shall be elected annually by the Board of Directors at its first regular meeting held after the annual meeting of stockholders or as soon thereafter as conveniently possible.  Each officer shall hold office until his successor shall have been chosen and shall have qualified or until his death or the effective date of his resignation or removal, or until he shall cease to be a director in the case of the Chairman.

SECTION 6.03.    Removal and Resignation.  Any officer or agent elected or appointed by the Board of Directors may be removed without cause by the affirmative vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the corporation shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed.  Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.04.    Vacancies.  Any vacancy occurring in any office of the corporation by death, resignation, removal, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 6.05.    Salaries.  The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors or pursuant to its direction; and no officer shall be prevented from receiving such salary by reason of his also being a director.

SECTION 6.06.    Chairman of the Board.  The Chairman of the Board, if one is elected, shall preside at all meetings of the Board of Directors or of the stockholders of the corporation.  The Chairman shall formulate and submit to the Board of Directors or the Executive Committee matters of general policy for the corporation and shall perform such other duties as usually appertain to the office or as may be prescribed by the Board of Directors or the Executive Committee.

SECTION 6.07.    President.  The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control the business and affairs of the corporation.  In the absence of the Chairman of the Board (if one is elected), the President shall preside at all meetings of the Board of Directors and of the stockholders.  He may also preside at any such meeting attended by the Chairman if he is so designated by the Chairman.  He shall have the power to appoint and remove subordinate officers, agents and employees, except those elected or appointed by the Board of Directors. The President shall keep the Board of Directors and the Executive Committee fully informed and shall consult them concerning the business of the corporation.  He may sign with the Corporate Secretary or any other officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation and any deeds, bonds, mortgages, contracts,

6

checks, notes, drafts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated by these bylaws or by the Board of Directors to some other officer or agent of the corporation, or shall be required by law to be otherwise executed.  He shall vote, or give a proxy to any other officer of the corporation to vote, all shares of stock of any other corporation standing in the name of the corporation and in general he shall perform all other duties normally incident to the office of President and such other duties as may be prescribed by the stockholders, the Board of Directors, or the Executive Committee from time to time.

SECTION 6.08.    Vice Presidents.  In the absence of the President, or in the event of his inability or refusal to act, the Executive Vice President (or in the event there shall be no Vice President designated Executive Vice President, any Vice President designated by the Board) shall perform the duties and exercise the powers of the President.  Any Vice President may sign, with the Corporate Secretary or Assistant Secretary, certificates for shares of the corporation.  The Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President, the Board of Directors or the Executive Committee.

SECTION 6.09.    Corporate Secretary.  The Corporate Secretary shall (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of directors; (b) see that all notices are duly given in accordance with the provisions of these bylaws and as required by law; (c) be custodian of the corporate records and of the seal of the corporation, and see that the seal of the corporation or a facsimile thereof is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; (d) keep or cause to be kept a register of the post office address of each stockholder which shall be furnished by such stockholder; (e) sign with the President, or an Executive Vice President or Vice President, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties normally incident to the office of Corporate Secretary and such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Executive Committee.

SECTION 6.10.    Treasurer.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.  He shall (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Section 7.03 of these bylaws; (c) prepare, or cause to be prepared, for submission at each regular meeting of the Board of Directors, at each annual meeting of the stockholders, and at such other times as may be required by the Board of Directors, the President or the Executive Committee, a statement of financial condition of the corporation in such detail as may be required; and (d) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Executive Committee.

SECTION 6.11.    Assistant Secretary and Treasurer.  The Assistant Secretaries and Assistant Treasurers shall, in general, perform such duties as shall be assigned to them by the Corporate Secretary or the Treasurer, respectively, or by the President, the Board of Directors, or the Executive Committee.  The Assistant Secretaries and Assistant Treasurers shall, in the absence of the Corporate Secretary or Treasurer, respectively, perform all functions and duties which such absent officers may delegate, but such delegation shall not relieve the absent officer from the responsibilities and liabilities of his office.  The Assistant Secretaries may sign, with the President or a Vice President, certificates for shares of the corporation, the issue of which shall have been authorized by a resolution of the Board of Directors.  The

7

Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

ARTICLE VII
CONTRACTS, CHECKS AND DEPOSITS

SECTION 7.01.    Contracts.  Subject to the provisions of Section 6.01, the Board of Directors may authorize any officer, officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 7.02.    Checks.  All checks, demands, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers or such agent or agents of the corporation, and in such manner, as shall be determined by the Board of Directors.

SECTION 7.03.    Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE VIII
CERTIFICATES OF STOCK

SECTION 8.01.    Issuance.  Each stockholder of this corporation shall be entitled to a certificate or certificates showing the number of shares of capital stock registered in his name on the books of the corporation.  The certificates shall be in such form as may be determined by the Board of Directors, shall be issued in numerical order and shall be entered in the books of the corporation as they are issued.  They shall exhibit the holder’s name and number of shares and shall be signed by the President or a Vice President and by the Corporate Secretary or an Assistant Secretary.  If any certificate is countersigned (1) by a transfer agent other than the corporation or any employee of the corporation, or (2) by a registrar other than the corporation or any employee of the corporation, any other signature on the certificate may be a facsimile.  If the corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the designations, preferences, and relative participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of stock; provided that, except as otherwise provided by statute, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and rights.  All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in the case of a lost, stolen, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and with such indemnity, if any, to the corporation as the Board of Directors may prescribe.  Certificates shall not be issued representing fractional shares of stock.

SECTION 8.02.    Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new

8

certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require (1) the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require, (2) such owner to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate or certificates alleged to have been lost, stolen, or destroyed, or (3) both.

SECTION 8.03.    Transfers.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.  Transfers of shares shall be made only on the books of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney and filed with the Corporate Secretary of the corporation or the Transfer Agent.

SECTION 8.04.    Registered Stockholders.  The corporation shall be entitled to treat the holder of record of any share or shares of the corporation’s capital stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE IX
DIVIDENDS

SECTION 9.01.    Declaration.  Dividends with respect to the shares of the corporation’s capital stock, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to applicable law.  Dividends may be paid in cash, in property, or in shares of capital stock, subject to the provisions of the Certificate of Incorporation.

SECTION 9.02.    Reserve.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X
INDEMNIFICATION

SECTION 10.01. Third Party Actions.  The corporation shall indemnify any director or officer of the corporation, and may indemnify any other person, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its

9

equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 10.02. Actions by or in the Right of the Corporation.  The corporation shall indemnify any director or officer and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Chancery or such other court shall deem proper.

SECTION 10.03. Mandatory Indemnification.  To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 10.01 and 10.02, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 10.04. Determination of Conduct.  The determination that a director, officer, employee, or agent has met the applicable standard of conduct set forth in Sections 10.01 and 10.02 (unless indemnification is ordered by a court) shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or (2) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

SECTION 10.05. Payment of Expenses in Advance.  Expenses incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article X.

SECTION 10.06. Indemnity Not Exclusive.  The indemnification and advancement of expenses provided or granted hereunder shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any other bylaw, agreement, vote of stockholders, or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

SECTION 10.07. Definitions.  For purposes of this Article X:

(a)           “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is

10

or was a director, officer, employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Article X with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued;

(b)           “other enterprises” shall include employee benefit plans;

(c)           “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan;

(d)           “serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the corporation that imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and

(e)           a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article X.

SECTION 10.08. Continuation of Indemnity.  The indemnification and advancement of expenses provided or granted hereunder shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.  Any amendment, alteration or repeal of this Article X that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

SECTION 10.09. Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

ARTICLE XI
MISCELLANEOUS

SECTION 11.01. Seal.  The corporate seal, if one is authorized by the Board of Directors, shall have inscribed thereon the name of the corporation, and the words “Corporate Seal, Delaware.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 11.02. Books.  The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at the offices of the corporation, or at such other place or places as may be designated from time to time by the Board of Directors.

SECTION 11.03. Facsimile Signatures.  In addition to the provisions for use of facsimile or electronic copy signatures elsewhere specifically authorized in these bylaws, facsimile or electronic copy signatures of any officer or officers of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

11

SECTION 11.04. Reliance upon Books, Reports and Records.  Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.

SECTION 11.05. Fiscal Year.  The fiscal year of the corporation shall be as fixed by the Board of Directors.

SECTION 11.06. Time Periods.  In applying any provision of these bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE XII
AMENDMENT

These bylaws may be altered, amended, or repealed by a majority of the number of directors then constituting the Board of Directors at any regular meeting of the Board of Directors without prior notice, or at any special meeting of the Board of Directors if notice of such alteration, amendment, or repeal be contained in the notice of such special meeting, subject to repeal or change by action of the stockholders.

12

EX-3.19

Exhibit 3.19

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:30 PM 02/12/2010

FILED 09:30 PM 02/12/2010

SRV 100141245 - 2762584 FILE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

PGS ONSHORE, INC.

The undersigned, Scott A. McCurdy, Vice President of PGS Onshore, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST:            That the Certificate of Incorporation of PGS Onshore, Inc. was originally filed with the Secretary of State of the State of Delaware on June 16, 1997, and the name of the corporation as originally filed was PGS Asset Tracker, Inc.

SECOND:       That at a meeting of the Board of Directors of PGS Onshore, Inc., resolutions were duly adopted setting forth a proposed Amended and Restated Certificate of Incorporation of said corporation, providing among other things for a change in the name of said corporation to Geokinetics Acquisition Company, declaring said Amended and Restated Certificate of Incorporation to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The Board of Directors has duly adopted resolutions setting forth and declaring advisable this Amended and Restated Certificate of Incorporation.

THIRD:          That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the Amended and Restated Certificate of Incorporation.

FOURTH:      That said Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 and Section 245 of the General Corporation Law of the State of Delaware.

FIFTH:           That the Certificate of Incorporation is hereby amended by amending and restating the Certificate of Incorporation in its entirety to be and read as follows:

“First:     The name of the corporation is Geokinetics Acquisition Company (hereinafter referred to as the “Corporation”).

Second:   The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

Third:     The nature of the business and purpose to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware,

Fourth:   The total number of shares of stock which the Corporation has authority to issue is 1,000 shares of common stock, par value $0.01 per share (“Common Stock”).

Dividends may he declared and paid or set apart for payment upon Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends and may be payable in cash, stock or otherwise. The holders of Common Stock shall have the exclusive right to vote for the election of directors and on all other matters requiring stockholder action, each share being entitled to one (1) vote. Upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of Common Stock in accordance with their respective rights and interests.

Fifth:  The Corporation is to have perpetual existence.

Sixth:      Election of directors need not be by written ballot unless the bylaws of the Corporation shall so provide. Cumulative voting in the election of directors or otherwise is hereby expressly prohibited. At each election for directors, each stockholder entitled to vote at such election shall be entitled to one (1) vote for each share of capital stock owned by him; no stockholder shall be entitled to cumulate his votes by giving one candidate as many votes as the number of such directors to be elected multiplied by the number of shares owned by such stockholder shall equal, or to distribute such votes on the same principle among any number of such candidates.

Seventh:

(a)           A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (i) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the fullest extent permitted by the amended General Corporation Law of the State of Delaware. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any elimination or limitation on the personal liability of a director of the Corporation or right or protection of a director of the Corporation existing at the time of such repeal or modification.

(b)           The Corporation shall indemnify any director or officer to the full extent permitted by Delaware law.

Eighth:   All of the powers of the Corporation, insofar as the same may he lawfully vested by this Certificate of Incorporation in the Board of Directors of the Corporation, are hereby conferred upon the Board of Directors of the Corporation.

In furtherance and not in limitation of the foregoing provisions of this Article Eighth, and for the purpose of the orderly management of the business and the conduct of the affairs of the Corporation, the Board of Directors of the Corporation shall have the power to adopt, amend or repeal from time to time the bylaws of the Corporation, subject to the right of the stockholders of the Corporation entitled to vote thereon to adopt, amend or repeal bylaws of the Corporation.

Ninth:     The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.”

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 12th day of February, 2010.

PGS ONSHORE, INC.
a Delaware corporation
By:	/s/ Scott A. McCurdy
Name:	Scott A. McCurdy
Title:	Vice President

EX-3.20

Exhibit 3.20

BYLAWS

OF

GEOKINETICS ACQUISITION COMPANY

Adopted as of January 26, 2010

ARTICLE I

OFFICES

SECTION 1.01.      Registered Office.  The registered office of the corporation in the State of Delaware shall be Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, and the name of its registered agent shall be The Corporation Trust Company.

SECTION 1.02.      Other Offices.  The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

SECTION 2.01.      Place of Meeting.  All meetings of stockholders for the election of directors shall be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

SECTION 2.02.      Annual Meeting.  The annual meeting of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

SECTION 2.03.      Voting List.  The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.04.      Special Meeting.  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board, if one is elected, or by the President of the corporation or by the Board of Directors or by written order of a majority of the directors and shall be called by the President or the Corporate Secretary at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote.  Such request shall state the purposes of the proposed meeting.  The Chairman of the Board or the President of the corporation or directors so calling, or the stockholders so requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

1

SECTION 2.05.      Notice of Meeting.  Written notice of the annual, and each special meeting of stockholders, stating the time, place, and purpose or purposes thereof, shall be given to each stockholder entitled to vote thereat, not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 2.06.      Quorum.  The holders of a majority of the shares of the corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation.  Notwithstanding the other provisions of the Certificate of Incorporation or these bylaws, the holders of a majority of the shares of the corporation’s capital stock entitled to vote thereat, present in person or represented by proxy, whether or not a quorum is present, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 2.07.      Voting.  When a quorum is present at any meeting of the stockholders, the vote of the holders of a majority of the shares of the corporation’s capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes, of the Certificate of Incorporation or of these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.  Every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder, bearing a date not more than three (3) years prior to voting, unless such instrument provides for a longer period, and filed with the Corporate Secretary of the corporation before, or at the time of, the meeting.  If such instrument shall designate two (2) or more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one (1) be present, then such powers may be exercised by that one (1); or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the shares as he is of the proxies representing such shares.

SECTION 2.08.      Consent of Stockholders.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provision of the statutes, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of the votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and provided that prompt notice must be given to all stockholders who have not consented in writing to the taking of the corporate action without a meeting and by less than unanimous written consent.  Every written consent shall bear the date of signature of each stockholder who signs the consent.

SECTION 2.09.      Voting of Stock of Certain Holders.  Shares of the corporation’s capital stock standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the Board of Directors of such corporation may determine.  Shares standing in the name of a deceased person may be voted by the executor or administrator of such deceased person, either in person or by proxy.  Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary.  Shares standing in the name of a

2

receiver may be voted by such receiver.  A stockholder whose shares are pledged shall be entitled to vote such shares, unless in the transfer by the pledgor on the books of the corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent the stock and vote thereon.

SECTION 2.10.      Treasury Stock.  The corporation shall not vote, directly or indirectly, shares of its own capital stock owned by it; and such shares shall not be counted in determining the total number of outstanding shares of the corporation’s capital stock.

SECTION 2.11.      Fixing Record Date.  The Board of Directors may fix in advance a date, which shall not be more than sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, nor more than sixty (60) days preceding the date for payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change, or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining a consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, any such meeting and any adjournment thereof, or to receive payment of such dividend or distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

ARTICLE III
BOARD OF DIRECTORS

SECTION 3.01.      Powers.  The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

SECTION 3.02.      Number, Election and Term.  The number of directors that shall constitute the whole Board of Directors shall be not less than one (1). The number of directors shall from time to time be fixed and determined by the directors and shall be set forth in the notice of any meeting of stockholders held for the purpose of electing directors.  The directors shall be elected at the annual meeting of stockholders, except as provided in Section 3.03, and each director elected shall hold office until his successor shall be elected and shall qualify.  Directors need not be residents of Delaware or stockholders of the corporation.

SECTION 3.03.      Vacancies, Additional Directors, and Removal From Office.  If any vacancy occurs in the Board of Directors caused by death, resignation, retirement, disqualification, or removal from office of any director, or otherwise, or if any new directorship is created by an increase in the authorized number of directors, a majority of the directors then in office, though less than a quorum, or a sole remaining director, may choose a successor or fill the newly created directorship; and a director so chosen shall hold office until the next election and until his successor shall be duly elected and shall qualify, unless sooner displaced.  Any director may be removed either for or without cause at any special meeting of stockholders duly called and held for such purpose.

SECTION 3.04.      Regular Meeting.  A regular meeting of the Board of Directors shall be held each year, without other notice than this bylaw, at the place of, and immediately following, the annual

3

meeting of stockholders; and other regular meetings of the Board of Directors shall be held each year, at such time and place as the Board of Directors may provide, by resolution, either within or without the State of Delaware, without other notice than such resolution.

SECTION 3.05.      Special Meeting.  A special meeting of the Board of Directors may be called by the Chairman of the Board of Directors, if one is elected, or by the President of the corporation and shall be called by the Corporate Secretary on the written request of any director.  The Chairman or President so calling, or the directors so requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

SECTION 3.06.      Notice of Special Meeting.  Notice of the place, date, and time of each special meeting shall be given to each director by whom it is not waived by mailing or personally delivering written notice not less than two (2) days before the meeting or by telephone, facsimile or electronic transmission of the same not less than twenty-four (24) hours before the special meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.  If notice be given by facsimile or electronic transmission, such notice shall be deemed to be delivered when the facsimile or electronic transmission is delivered upon successful transmission of such notice, confirmed by telephone or email.  Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except that notice shall be given of any proposed amendment to the bylaws if it is to be adopted at any special meeting or with respect to any other matter where notice is required by statute.

SECTION 3.07.      Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these bylaws.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 3.08.      Action Without Meeting.  Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

SECTION 3.09.      Compensation.  Directors, as such, shall not be entitled to any stated salary for their services unless voted by the stockholders or the Board of Directors; but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors or any meeting of a committee of directors.  No provision of these bylaws shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 3.10.      Participation in Meetings By Conference Telephone.  Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or committee by means of conference telephone or other communications equipment by means of which all persons

4

participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

ARTICLE IV
COMMITTEE OF DIRECTORS

SECTION 4.01.      Designation, Powers and Name.  The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one (1) or more committees, including, if they shall so determine, an Executive Committee, each such committee to consist of two (2) or more of the directors of the corporation.  The committee shall have and may exercise such of the powers of the Board of Directors in the management of the business and affairs of the corporation as may be provided in such resolution.  The committee may authorize the seal of the corporation to be affixed to all papers that may require it.  The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.  In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Such committee or committees shall have such name or names and such limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors.

SECTION 4.02.      Minutes.  Each committee of directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

SECTION 4.03.      Compensation.  Members of special or standing committees may be allowed compensation for attending committee meetings, if the Board of Directors shall so determine.

ARTICLE V
NOTICE

SECTION 5.01.      Methods of Giving Notice.  Whenever under the provisions of applicable statutes, the Certificate of Incorporation or these bylaws, notice is required to be given to any director, member of any committee or stockholder, such notice shall be in writing and delivered personally or mailed to such director, member, or stockholder or given orally, by telephone, facsimile or electronic mail.  If mailed, notice to a director, member of a committee, or stockholder shall be deemed to be given when deposited in the United States mail first class in a sealed envelope, with postage thereon prepaid, addressed, in the case of a stockholder, to the stockholder at the stockholder’s address as it appears on the records of the corporation or, in the case of a director or a member of a committee, to such person at his business address.  Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law.

SECTION 5.02.      Waiver.  A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person.  Neither the business nor the purpose of any meeting need be specified in such a waiver.  Attendance at any meeting shall constitute waiver of notice except attendance for the sole purpose of objecting to the timeliness of notice.

5

ARTICLE VI
OFFICERS

SECTION 6.01.      Officers.  The officers of the corporation shall be a President, one or more Vice Presidents, any one or more of which may be designated Executive Vice President or Senior Vice President, and a Corporate Secretary.  The Board of Directors may appoint such other officers and agents, including a Chairman of the Board, a Treasurer, Assistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers, in each case as the Board of Directors shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board.  Any two or more offices may be held by the same person.  The Chairman of the Board, if one is elected, shall be elected from among the directors.  With the foregoing exceptions, none of the other officers need be a director, and none of the officers need be a stockholder of the corporation.

SECTION 6.02.      Election and Term of Office.  The officers of the corporation shall be elected annually by the Board of Directors at its first regular meeting held after the annual meeting of stockholders or as soon thereafter as conveniently possible.  Each officer shall hold office until his successor shall have been chosen and shall have qualified or until his death or the effective date of his resignation or removal, or until he shall cease to be a director in the case of the Chairman.

SECTION 6.03.      Removal and Resignation.  Any officer or agent elected or appointed by the Board of Directors may be removed without cause by the affirmative vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the corporation shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed.  Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.04.      Vacancies.  Any vacancy occurring in any office of the corporation by death, resignation, removal, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 6.05.      Salaries.  The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors or pursuant to its direction; and no officer shall be prevented from receiving such salary by reason of his also being a director.

SECTION 6.06.      Chairman of the Board.  The Chairman of the Board, if one is elected, shall preside at all meetings of the Board of Directors or of the stockholders of the corporation.  The Chairman shall formulate and submit to the Board of Directors or the Executive Committee matters of general policy for the corporation and shall perform such other duties as usually appertain to the office or as may be prescribed by the Board of Directors or the Executive Committee.

SECTION 6.07.      President.  The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control the business and affairs of the corporation.  In the absence of the Chairman of the Board (if one is elected), the President shall preside at all meetings of the Board of Directors and of the stockholders.  He may also preside at any such meeting attended by the Chairman if he is so designated by the Chairman.  He shall have the power to appoint and remove subordinate officers, agents and employees, except those elected or appointed by the Board of Directors. The President shall keep the Board of Directors and the Executive Committee fully informed and shall consult them concerning the business of the corporation.  He may sign with the Corporate Secretary or any other officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation and any deeds, bonds, mortgages, contracts,

6

checks, notes, drafts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated by these bylaws or by the Board of Directors to some other officer or agent of the corporation, or shall be required by law to be otherwise executed.  He shall vote, or give a proxy to any other officer of the corporation to vote, all shares of stock of any other corporation standing in the name of the corporation and in general he shall perform all other duties normally incident to the office of President and such other duties as may be prescribed by the stockholders, the Board of Directors, or the Executive Committee from time to time.

SECTION 6.08.      Vice Presidents.  In the absence of the President, or in the event of his inability or refusal to act, the Executive Vice President (or in the event there shall be no Vice President designated Executive Vice President, any Vice President designated by the Board) shall perform the duties and exercise the powers of the President.  Any Vice President may sign, with the Corporate Secretary or Assistant Secretary, certificates for shares of the corporation.  The Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President, the Board of Directors or the Executive Committee.

SECTION 6.09.      Corporate Secretary.  The Corporate Secretary shall (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of directors; (b) see that all notices are duly given in accordance with the provisions of these bylaws and as required by law; (c) be custodian of the corporate records and of the seal of the corporation, and see that the seal of the corporation or a facsimile thereof is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; (d) keep or cause to be kept a register of the post office address of each stockholder which shall be furnished by such stockholder; (e) sign with the President, or an Executive Vice President or Vice President, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties normally incident to the office of Corporate Secretary and such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Executive Committee.

SECTION 6.10.      Treasurer.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.  He shall (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Section 7.03 of these bylaws; (c) prepare, or cause to be prepared, for submission at each regular meeting of the Board of Directors, at each annual meeting of the stockholders, and at such other times as may be required by the Board of Directors, the President or the Executive Committee, a statement of financial condition of the corporation in such detail as may be required; and (d) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Executive Committee.

SECTION 6.11.      Assistant Secretary and Treasurer.  The Assistant Secretaries and Assistant Treasurers shall, in general, perform such duties as shall be assigned to them by the Corporate Secretary or the Treasurer, respectively, or by the President, the Board of Directors, or the Executive Committee.  The Assistant Secretaries and Assistant Treasurers shall, in the absence of the Corporate Secretary or Treasurer, respectively, perform all functions and duties which such absent officers may delegate, but such delegation shall not relieve the absent officer from the responsibilities and liabilities of his office.  The Assistant Secretaries may sign, with the President or a Vice President, certificates for shares of the corporation, the issue of which shall have been authorized by a resolution of the Board of Directors.  The

7

Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

ARTICLE VII
CONTRACTS, CHECKS AND DEPOSITS

SECTION 7.01.      Contracts.  Subject to the provisions of Section 6.01, the Board of Directors may authorize any officer, officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 7.02.      Checks.  All checks, demands, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers or such agent or agents of the corporation, and in such manner, as shall be determined by the Board of Directors.

SECTION 7.03.      Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE VIII
CERTIFICATES OF STOCK

SECTION 8.01.      Issuance.  Each stockholder of this corporation shall be entitled to a certificate or certificates showing the number of shares of capital stock registered in his name on the books of the corporation.  The certificates shall be in such form as may be determined by the Board of Directors, shall be issued in numerical order and shall be entered in the books of the corporation as they are issued.  They shall exhibit the holder’s name and number of shares and shall be signed by the President or a Vice President and by the Corporate Secretary or an Assistant Secretary.  If any certificate is countersigned (1) by a transfer agent other than the corporation or any employee of the corporation, or (2) by a registrar other than the corporation or any employee of the corporation, any other signature on the certificate may be a facsimile.  If the corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the designations, preferences, and relative participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of stock; provided that, except as otherwise provided by statute, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and rights.  All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in the case of a lost, stolen, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and with such indemnity, if any, to the corporation as the Board of Directors may prescribe.  Certificates shall not be issued representing fractional shares of stock.

SECTION 8.02.      Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new

8

certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require (1) the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require, (2) such owner to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate or certificates alleged to have been lost, stolen, or destroyed, or (3) both.

SECTION 8.03.      Transfers.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.  Transfers of shares shall be made only on the books of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney and filed with the Corporate Secretary of the corporation or the Transfer Agent.

SECTION 8.04.      Registered Stockholders.  The corporation shall be entitled to treat the holder of record of any share or shares of the corporation’s capital stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE IX
DIVIDENDS

SECTION 9.01.      Declaration.  Dividends with respect to the shares of the corporation’s capital stock, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to applicable law.  Dividends may be paid in cash, in property, or in shares of capital stock, subject to the provisions of the Certificate of Incorporation.

SECTION 9.02.      Reserve.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X
INDEMNIFICATION

SECTION 10.01.    Third Party Actions.  The corporation shall indemnify any director or officer of the corporation, and may indemnify any other person, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its

9

equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 10.02.    Actions by or in the Right of the Corporation.  The corporation shall indemnify any director or officer and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Chancery or such other court shall deem proper.

SECTION 10.03.    Mandatory Indemnification.  To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 10.01 and 10.02, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 10.04.    Determination of Conduct.  The determination that a director, officer, employee, or agent has met the applicable standard of conduct set forth in Sections 10.01 and 10.02 (unless indemnification is ordered by a court) shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or (2) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

SECTION 10.05.    Payment of Expenses in Advance.  Expenses incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article X.

SECTION 10.06.    Indemnity Not Exclusive.  The indemnification and advancement of expenses provided or granted hereunder shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any other bylaw, agreement, vote of stockholders, or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

SECTION 10.07.    Definitions.  For purposes of this Article X:

(a)           “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is

10

or was a director, officer, employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Article X with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued;

(b)           “other enterprises” shall include employee benefit plans;

(c)           “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan;

(d)           “serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the corporation that imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and

(e)           a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article X.

SECTION 10.08.    Continuation of Indemnity.  The indemnification and advancement of expenses provided or granted hereunder shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.  Any amendment, alteration or repeal of this Article X that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

SECTION 10.09.    Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

ARTICLE XI
MISCELLANEOUS

SECTION 11.01.    Seal.  The corporate seal, if one is authorized by the Board of Directors, shall have inscribed thereon the name of the corporation, and the words “Corporate Seal, Delaware.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 11.02.    Books.  The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at the offices of the corporation, or at such other place or places as may be designated from time to time by the Board of Directors.

SECTION 11.03.    Facsimile Signatures.  In addition to the provisions for use of facsimile or electronic copy signatures elsewhere specifically authorized in these bylaws, facsimile or electronic copy signatures of any officer or officers of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

11

SECTION 11.04.    Reliance upon Books, Reports and Records.  Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.

SECTION 11.05.    Fiscal Year.  The fiscal year of the corporation shall be as fixed by the Board of Directors.

SECTION 11.06.    Time Periods.  In applying any provision of these bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE XII
AMENDMENT

These bylaws may be altered, amended, or repealed by a majority of the number of directors then constituting the Board of Directors at any regular meeting of the Board of Directors without prior notice, or at any special meeting of the Board of Directors if notice of such alteration, amendment, or repeal be contained in the notice of such special meeting, subject to repeal or change by action of the stockholders.

12

EX-5.1

Exhibit 5.1

August 24, 2010

Geokinetics Inc.

1500 CityWest Blvd., Suite 800

Houston, Texas 77042

Re: Registration Statement on Form S-4; Offer to Exchange $300,000,000 Aggregate Principal Amount of 9.75% Senior Secured Notes due 2014 for an Equal Principal Amount of 9.75% Senior Secured Notes due 2014.

Ladies and Gentlemen:

We have acted as counsel for Geokinetics Inc., a Delaware corporation (the “Company”), and the guarantors listed on Schedule I hereto (the “Guarantors”) in connection with the proposed issuance by the Company of up to $300,000,000 aggregate principal amount of 9.75% Senior Secured Notes due 2014 (the “Exchange Notes”) in exchange for an equivalent amount of the Company’s outstanding 9.75% Senior Secured Notes due 2014 (the “Existing Notes”). The terms of the offer to exchange are described in the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission for the registration of the Exchange Notes under the Securities Act of 1933, as amended (the “Act”). The Existing Notes have been, and the Exchange Notes will be, issued pursuant to an indenture dated as of December 23, 2009 (the “Indenture”), among the Company, the guarantors named therein and U.S. Bank National Association, as trustee (the “Trustee”).

In connection with the foregoing, we have examined the Indenture, the Registration Statement and such corporate records and instruments of the Company and each of the Guarantors as we have deemed necessary or appropriate for purposes of this opinion.

In making the foregoing examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to questions of fact material to this opinion, where such facts have not been independently established, and as to the content and form of the organizational documents, minutes, records, resolutions and other documents or writings of the Company and the Guarantors, we have relied, to the extent we deem reasonably appropriate, upon representations or certificates of officers or directors of the Company and the Guarantors and upon documents, records and instruments furnished to us by the Company and the Guarantors, without independent check or verification of their accuracy.

Haynes and Boone, LLP

Attorneys and Counselors

1221 McKinney, Suite 2100

Houston, Texas 77010

Phone: 713.547.2000

Fax: 713.547.2600

We are opining herein as to the effect on the proposed issuance of the Exchange Notes of the federal laws of the United States, the laws of the State of Texas, the General Corporation Law of the State of Delaware and the laws of the State of New York (all of the foregoing being referred to as the “Opined on Law”). We do not express any opinion with respect to the laws of any jurisdiction other than the Opined on Law or as to the effect of any such laws on the opinions herein stated.

SPECIFIC LIMITATIONS AND QUALIFICATIONS ON

OPINIONS REGARDING ENFORCEABILITY OF THE EXCHANGE NOTES

The enforceability of the Exchange Notes is subject to the effects of (i) applicable bankruptcy, insolvency, reorganization, moratorium, rearrangement, liquidation, conservatorship or similar laws and court decisions of general application (including, without limitation, statutory or other laws regarding fraudulent or preferential transfers) now or hereafter in effect relating to or affecting the rights or remedies of creditors generally, and (ii) general equity principles (regardless of whether enforcement is sought in a proceeding in equity or law).

We express no opinion as to the enforceability of provisions of the Exchange Notes to the extent that such provisions: (i) state that any party’s failure or delay in exercising rights, powers, privileges or remedies under the Exchange Notes shall not operate as a waiver thereof; (ii) purport to preclude the amendment, waiver, release or discharge of obligations except by an instrument in writing; (iii) purport to indemnify any person for (A) such person’s violations of federal or state securities laws or environmental laws, or (B) any obligation to the extent such obligation arises from or is a result of such person’s own negligence; (iv) purport to establish or satisfy certain factual standards or conditions; (v) purport to sever unenforceable provisions from the Exchange Notes, to the extent that the enforcement of remaining provisions would frustrate the fundamental intent of the parties to such instrument; (vi) restrict access to legal or equitable remedies; or (vii) purport to waive any claim arising out of, or in any way related to, the Exchange Notes.

We express no opinion as to: (i) whether a court would grant specific performance or any other equitable remedy with respect to enforcement of any provision contained in the Exchange Notes; or (ii) the enforceability of any provision contained in the Indenture relating to the appointment of a receiver, to the extent that appointment of a receiver is governed by applicable statutory requirements, and to the extent that such provision may not be in compliance with such requirements.

We express no opinion as to: (a) any provisions of the Exchange Notes or the Indenture regarding the remedies available to any person (i) to take action that is arbitrary, unreasonable or capricious or is not taken in good faith or in a commercially reasonable manner, whether or not

2

such action is permitted by the Exchange Notes or the Indenture or (ii) for violations or breaches that are determined by a court to be non-material or without substantially adverse effect upon the ability of the Company or the Guarantors to perform their material obligations under the Exchanges Notes or the Indenture; or (b) the provisions of the Exchange Notes or the Indenture that may provide for interest on interest or penalty interest.

Based upon the foregoing and subject to the qualifications stated herein, it is our opinion that, when (i) the Registration Statement has been declared effective under the Act, (ii) the Existing Notes have been validly exchanged by the Company, and (iii) the Exchange Notes have been executed and delivered by the Company and authenticated by the Trustee, all in accordance with the terms of the Indenture and the Registration Statement, the Exchange Notes will constitute binding obligations of the Company and each Guarantor’s guarantee will constitute binding obligations of such Guarantor.

To the extent that the obligations of the Company and the Guarantors under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legally valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm contained therein under the heading “Legal Matters.”

Very truly yours,

/s/   Haynes and Boone, LLP

HAYNES AND BOONE, LLP

Schedule I

Name	State of Incorporation or Organization
Geokinetics Processing, Inc.	Texas
Geokinetics USA, Inc.	Texas
Advanced Seismic Technology, Inc	Texas
Geokinetics International, Inc.	Texas
Geokinetics Management, Inc.	Texas
Geokinetics Services Corp.	Texas
Geokinetics International Holdings, Inc.	Delaware
Geokinetics Acquisition Company	Delaware

EX-12.1

Exhibit 12.1

Geokinetics Inc. and Subsidiaries

Computation of Earnings to Fixed Charges

	2009			2008			2007			2006			2005
Computation of Earnings:
Net income (loss) before income taxes	$	10,917		$	10,254		$	(13,684	)	$	(942	)	$	(1,871	)
Add fixed charges (see below)	34,891			34,190			22,449			23,166			1,233
Earnings available to cover fixed charges	45,808			44,444			8,765			22,224			(638		)
Fixed charges:
Interest	$	9,123		$	6,992		$	9,265		$	474		$	441
Amortization of debt cost and discount	560			336			875			4,608			—
Interest portion of rentals (1)	25,208			26,862			12,309			7,260			759
Total fixed charges	34,891			34,190			22,449			23,166			1,233
Preference security dividend (2)	40,352			11,713			9,011			381			294
Total fixed charges and preferred stock dividends	$	75,243		$	45,903		$	31,460		$	23,547		$	1,527
Deficiency of earnings available to cover fixed charges	$	—		$	—		$	(13,684	)	$	(942	)	$	(1,871	)
Deficiency of earnings to cover fixed charges and preferred stock dividends	$	(29,435	)	$	(1,459	)	$	(22,695	)	$	(1,323	)	$	(2,165	)
Ratio of earnings to fixed charges	1.31			1.30			—			—			—
Ratio of earnings to fixed charges and preferred stock dividends	—			—			—			—			—

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM- UHY LLP

We consent to the incorporation by reference in this Form S-4 of Geokinetics Inc. of our report dated March 12, 2010, except for the changes as described in Notes 2, 7, 10,12 and 19 as to which the date is August 9, 2010, with respect to the consolidated balance sheets as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity and other comprehensive income and cash flows for the three years in the period ended December 31, 2009 and our report on internal control over financial reporting dated March 12, 2010, except for the effect of the material weakness relating to accounting for derivatives, as to which the date is August 9, 2010, included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2009.

We also consent to reference to our firm as it appears under the caption “Experts” of said registration statement.

/s/ UHY LLP

Houston, Texas

August 24, 2010

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM-KPMG LLP

We consent to the incorporation by reference into this registration statement on Form S-4 of Geokinetics Inc. of our report dated August 11, 2010, with respect to the combined balance sheets of Onshore Group, owned by Petroleum Geo-Services ASA, (the Company or the Onshore Group) as of December 31, 2009 and 2008, and the related combined statements of operations, changes in parent net invested capital, and cash flows for each of the years in the three-year period ended December 31, 2009, which report appears in the Form 8-K of Geokinetics Inc. dated August 24, 2010 and to the reference to our firm under the heading “Experts”. Our report dated August 11, 2010 contains an explanatory paragraph that states that the combined financial statements have been prepared from the separate records maintained by the Company and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated entity, as discussed in note 2 to the combined financial statements.

/s/ KPMG LLP

Houston, Texas

August 24, 2010

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK  NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Steven A. Finklea

U.S. Bank National Association

5555 San Felipe, Suite 1150

Houston, Texas  77056

(713) 235-9208

(Name, address and telephone number of agent for service)

GEOKINETICS HOLDINGS USA, INC.

(Issuer with respect to the Securities)

Delaware	27-1506645
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1500 CityWest Boulevard
Suite 800
Houston, Texas	77042
(Address of Principal Executive Offices)	(Zip Code)

9.75% Senior Secured Notes due 2014

(Title of the Indenture Securities)

FORM T-1

Item 1.GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b)Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

1.A copy of the Articles of Association of the Trustee.*

2.A copy of the certificate of authority of the Trustee to commence business.*

3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4.A copy of the existing bylaws of the Trustee.

5.A copy of each Indenture referred to in Item 4.  Not applicable.

6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.Report of Condition of the Trustee as of June 30, 2010 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, State of Texas on the 19th of August, 2010.

By:	/s/ Steven A. Finklea
	Steven A. Finklea
	Vice President

By:	/s/ Brad A. Hounsel
	Brad A. Hounsel
	Vice President

3

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: August 19, 2010

By:	/s/ Steven A. Finklea
	Steven A. Finklea
	Vice President

By:	/s/ Brad A. Hounsel
	Brad A. Hounsel
	Vice President

4

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

Exhibit 7

As of 6/30/2010

($000’s)

	6/30/2010
Assets
Cash and Balances Due From Depository Institutions	$	5,021,509
Securities	46,751,442
Federal Funds	4,344,927
Loans & Lease Financing Receivables	182,237,162
Fixed Assets	5,440,512
Intangible Assets	13,006,313
Other Assets	21,662,778
Total Assets	$	278,464,643
Liabilities
Deposits	$	191,033,345
Fed Funds	11,079,681
Treasury Demand Notes	0
Trading Liabilities	437,280
Other Borrowed Money	32,340,366
Acceptances	0
Subordinated Notes and Debentures	8,129,967
Other Liabilities	7,450,842
Total Liabilities	$	250,471,481
Equity
Minority Interest in Subsidiaries	$	1,704,554
Common and Preferred Stock	18,200
Surplus	12,636,872
Undivided Profits	13,633,536
Total Equity Capital	$	27,993,162
Total Liabilities and Equity Capital	$	278,464,643

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/ Steven A. Finklea
	Vice President

Date:  August 19, 2010

5

AMENDED AND RESTATED
BYLAWS
OF
U.S. BANK NATIONAL ASSOCIATION

ARTICLE I.

MEETINGS OF SHAREHOLDERS

Section 1.Annual Meeting

The annual meeting of the shareholders, for the election of directors and the transaction of other business, shall be held at a time and place as the Chairman or President may designate.

Section 2.Special Meetings

Special meetings of shareholders may be called and held at such times and upon such notice as is specified in the Articles of Association.

Section 3.Quorum

A majority of the outstanding capital stock represented in person or by proxy shall constitute a quorum of any meeting of the shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice.

Section 4.Inspectors

The Board of Directors may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual and special meetings of shareholders.

Section 5.Voting

In deciding on questions at meetings of shareholders, except in the election of directors, each shareholder shall be entitled to one vote for each share of stock held. A majority of votes cast shall decide each matter submitted to the shareholders, except where by law a larger vote is required. In all elections of directors, each shareholder shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, or to cumulate such shares and give one candidate as many votes as the number of directors multiplied by the number of his shares equal, or to distribute them on the same principle among as many candidates as he shall think fit.

Section 6.Waiver and Consent

The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.

1

ARTICLE II.
BOARD OF DIRECTORS

Section 1.Term of Office

The directors of this Association shall hold office for one year and until their successors are duly elected and qualified.

Section 2.Number

As provided in the Articles of Association, the Board of this Association shall consist of not less than five nor more than twenty-five members. At any meeting of the shareholders held for the purpose of electing directors, or changing the number thereof, the number of directors may be determined by a majority of the votes cast by the shareholders in person or by proxy. Any vacancy occurring in the Board shall be filled by the remaining directors. Between meetings of the shareholders held for the purpose of electing directors, the Board by a majority vote of the full Board may increase the size of the Board by not more than four directors in any one but not to more than a total of twenty-five directors, and fill any vacancy so created in the Board. All directors shall hold office until their successors are elected and qualified.

Section 3.Regular Meetings

The organizational meeting of the Board of Directors shall be held as soon as practicable following the annual meeting of shareholders at such time and place as the Chairman or President may designate. Other regular meetings of the Board of Directors shall be held quarterly at such time and place as may be designated in the notice of the meeting. When any regular meeting of the Board falls on a holiday, the meeting shall be held on the next banking business day, unless the Board shall designate some other day.

Section 4.Special Meetings

Special meetings of the Board of Directors may be called by the Chairman of the Board of the Association, or at the request of three or more Directors. Notice of the time, place and purposes of such meetings shall be given by letter, by telephone, in person, by facsimile, by electronic mail or other reasonable manner to every Director.

Section 5.Quorum

A majority of the entire membership of the Board shall constitute a quorum of any meeting of the Board.

Section 6.Necessary Vote

A majority of those Directors present and voting at any meeting of the Board of Directors shall decide each matter considered, except where otherwise required by law or the Articles or Bylaws of this Association.

2

Section 7.Compensation

Directors, excluding full-time employees of the Bank, shall receive such reasonable compensation as may be fixed from time to time by the Board of Directors.

ARTICLE III.
OFFICERS

Section 1.Who Shall Constitute

The Officers of the Association shall be a Chairman of the Board, Chief Executive Officer, a President, a Secretary, and other officers such as Vice Chairman of the Board, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Trust Officers, Assistant Trust Officers, Controller, and Assistant Controller, as the Board may appoint from time to time. The Board may choose to delegate authority to elect officers other than the Chairman, Chief Executive Officer, President, Secretary, Vice Chairman and Executive Vice Presidents, to the Chief Executive Officer or President. Any person may hold two offices. The Chief Executive Officer and the President shall at all times be members of the Board of Directors.

Section 2.Term of Office

All officers shall be elected for and shall hold office until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the Board of Directors in its sole discretion to discharge any officer at any time.

Section 3.Chairman of the Board

The Chairman of the Board shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the Board of Directors. He shall, when present, preside at all meetings of the shareholders and directors and shall be ex officio a member of all committees of the Board.

Section 4.Chief Executive Officer

The Chief Executive Officer, who may also be the Chairman or the President, shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the Board of Directors.

Section 5.President

The President shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the board of Directors. In addition, if designated by the Board of Directors, the President shall be the Chief Executive Officer and shall have all the powers and duties of the Chief Executive Officer, including the same power to name temporarily a Chief Executive Officer to serve in the absence of the President if there is a vacancy in the position of the chairman or in the event of the absence or incapacity of the Chairman.

3

Section 6.Vice Chairmen of the Board

The Board of Directors shall have the power to elect one or more Vice Chairmen of the Board of Directors. Any such Vice Chairman of the Board shall participate in the formation of the policies of the Association and shall have such other duties as may be assigned to him from time to time by the Chairman of the Board or by the Board of Directors.

Section 7.Other Officers

The Secretary and all other officers appointed by the Board of Directors shall have such duties as defined by law and as may from time to time be assigned to them by the Chief Executive Officer or the Board of Directors.

ARTICLE IV.
COMMITTEES

Section 1.Compensation Committee

The duties of the Compensation Committee of the Association shall be carried out by the Compensation Committee of the financial holding company that is the parent of this Association.

Section 2.Committee on Audit

The duties of the Audit Committee of the Association shall be carried out by the Audit Committee of the financial holding company that is the parent of this Association.

Section 3.Trust Risk Management Committee

The Board of Directors of this Association shall appoint a Trust Risk Management Committee to provide oversight of the fiduciary activities of the Association. The Trust Risk Management Committee shall determine policies governing fiduciary activities. The Trust Risk Management Committee or such sub-committees, officers or others as may be duly designated by the Trust Risk Management Committee shall oversee the processes related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the closing out or relinquishment of all trusts. All actions of the Trust Risk Committee shall be reported to the Board of Directors.

Section 4.Other Committees

The Board of Directors may appoint, from time to time, other committees for such purposes and with such powers as the Board may direct.

4

ARTICLE V.
MINUTE BOOK

The organization papers of this Association, the Bylaws as revised or amended from time to time and the proceedings of all regular and special meetings of the shareholders and the directors shall be recorded in a minute book or books. All reports of committees required to be made to the Board shall be recorded in a minute book or shall be filed by the recording officer. The minutes of each meeting of the shareholders and the Board shall be signed by the recording officer.

ARTICLE VI.
CONVEYANCES, CONTRACTS, ETC.

All transfers and conveyances of real estate, mortgages, and transfers, endorsements or assignments of stock, bonds, notes, debentures or other negotiable instruments, securities or personal property shall be signed by any elected or appointed officer.

All checks, drafts, certificates of deposit and all funds of the Association held in its own or in a fiduciary capacity may be paid out by an order, draft or check bearing the manual or facsimile signature of any elected or appointed officer of the Association.

All mortgage satisfactions, releases, all types of loan agreements, all routine transactional documents of the Association, and all other instruments not specifically provided for, whether to be executed in a fiduciary capacity or otherwise, may be signed on behalf of the Association by any elected or appointed officer thereof.

The Secretary or any Assistant Secretary of the Association or other proper officer may execute and certify that required action or authority has been given or has taken place by resolution of the Board under this Bylaw without the necessity of further action by the Board.

ARTICLE VII.
SEAL

The Association shall have no corporate seal.

ARTICLE VIII.
INDEMNIFICATION OF DIRECTORS,
OFFICERS, AND EMPLOYEES

Section 1.General.

The Association shall indemnify to the full extent permitted by and in the manner permissible under the Delaware General Corporation Law, as amended from time to time (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than said law permitted the Association to provide

5

prior to such amendment), any person made, or threatened to be made, a party to any action, suit, or proceeding, whether criminal, civil, administrative, or investigative, by reason of the fact that such person (i) is or was a director, advisory director, or officer of the Association or any predecessor of the Association, or (ii) is or was a director, advisory director or officer of the Association or any predecessor of the Association and served any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, advisory director, officer, partner, trustee, employee or agent at the request of the Association or any predecessor of the Association; provided, however, that the Association shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person, except for a proceeding contemplated by Section 4 of this Article VIII, only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 2.Advancement of Expenses.

The right to indemnification conferred in this Article VIII shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any such proceeding or threatened proceeding in advance of its final disposition, such advances to be paid by the Association within 20 days after the receipt by the Association of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director, advisory director or officer in his or her capacity as a director, advisory director or officer (and not in any other capacity in which service was or is rendered by such person while a director, advisory director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Association of an undertaking by or on behalf of such director, advisory director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director, advisory director or officer is not entitled to be indemnified under this Article VIII or otherwise.

Section 3.Procedure for Indemnification.

To obtain indemnification under this Article VIII, a claimant shall submit to the Association a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this Section 3, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination by Independent Counsel, (i) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum, or by a majority vote of a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum, or (ii) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within 10 days after such determination.

6

Section 4.Certain Remedies.

If a claim under Section 1 of this Article VIII is not paid in full by the Association within thirty days after a written claim pursuant to Section 3 of this Article VIII has been received by the Association, or if a claim under Section 2 of this Article VIII is not paid in full by the Association within twenty days after a written claim pursuant to Section 2 of this Article VIII has been received by the Association, the claimant may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Association) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the Association to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Association. Neither the failure of the Association (including its Board of Directors or Independent Counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Association (including its Board of Directors or Independent Counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 5.Binding Effect.

If a determination shall have been made pursuant to Section 3 of this Article VIII that the claimant is entitled to indemnification, the Association shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VIII.

Section 6.Validity of this Article VIII.

The Association shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this Article VIII that the procedures and presumptions of this Article VIII are not valid, binding and enforceable and shall stipulate in such proceeding that the Association is bound by all the provisions of this Article VIII.

Section 7.Nonexclusivity, etc.

The right to indemnification and the payment of expenses incurred in defending a proceeding or threatened proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Association, Bylaws, agreement, vote of shareholders or Disinterested Directors or otherwise. No repeal or modification of this Article VIII, or adoption of any provision inconsistent herewithshall in any way diminish or adversely affect the rights of any present or former director, advisory director, officer, employee or agent of the Association or any predecessor thereof hereunder in respect of any occurrence or matter

7

arising, or of any claim involving allegations of acts or omissions occurring or arising, prior to any such repeal or modification.

Section 8.Insurance.

The Association may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. To the extent that the Association maintains any policy or policies providing such insurance, each such director or officer, and each such agent or employee to whom rights to indemnification have been granted as provided in Section 9 of this Article VIII, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such director, officer, employee or agent.

Section 9.Indemnification of Other Persons.

The Association may grant rights to indemnification, and rights to be paid by the Association the expenses incurred in defending any proceeding in advance of its final disposition, to any present or former employee or agent of the Association or any predecessor of the Association to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of directors, advisory directors and officers of the Association.

Section 10.Severability.

If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article VIII (including, without limitation, each portion of any paragraph of this Article VIII containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of any paragraph of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 11.Certain Definitions.

For purposes of this Article VI:

(1)“Disinterested Director” means a director of the Association who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.

(2)“Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner that is experienced in matters of corporation law and shall

8

include any such person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Association or the claimant in an action to determine the claimant’s rights under this Article VIII.

Section 12.Notices.

Any notice, request or other communication required or permitted to be given to the Association under this Article VIII shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Association and shall be effective only upon receipt by the Secretary.

Section 13.Payments

Notwithstanding any other provision of this Article VIII, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 USC 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements of 12 USC 1828(k) and the associated regulations; and (b) any indemnification payments and advancement of costs and expenses to an institution-affiliated party, as defined at 12 USC 1813(u), in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, shall be consistent with safe and sound banking practices.

ARTICLE IX.
AMENDMENTS

These Bylaws, or any of them, may be added to, altered, amended or repealed by the Board at any regular or special meeting of the Board.

ARTICLE X.
GOVERNING LAW

This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations.

March 4, 2009

9

EX-99.1

Exhibit 99.1

Letter of Transmittal

Geokinetics Holdings USA, Inc.

Offer to Exchange
9.75% Senior Secured Notes Due 2014

That Have Been Registered Under the Securities Act of 1933

Pursuant to the Prospectus Dated                     , 2010

for

Any and All Outstanding

9.75% Senior Secured Notes Due 2014

(CUSIP Nos. U32357AA0 and 37252CAA8)

To:  Holders of Geokinetics Holdings USA, Inc.’s

9.75% Senior Secured Notes Due 2014

Ladies and Gentlemen:

Our records indicate that you are a holder of 9.75% Senior Secured Notes Due 2014  (“Existing Notes”) issued pursuant to an Indenture dated December 23, 2009 among Geokinetics Holdings USA, Inc., a Delaware corporation (“Company”), the Subsidiary Guarantors listed therein, and U.S. Bank National Association (“Exchange Agent”).  This Letter of Transmittal (“Letter”) is being delivered to you with a copy of the Company’s prospectus dated                     , 2010 (“Prospectus”).  The Letter and Prospectus together constitute the Company’s offer (“Exchange Offer”) to exchange, with the registered holders of the Existing Notes, up to $300,000,000 in aggregate principal amount of the Company’s 9.75% Senior Secured Notes Due 2014 (“Exchange Notes”), which have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement of which the Prospectus is a part, for a like principal amount of issued and outstanding Existing Notes.

Only a registered holder of Existing Notes may tender Existing Notes in the Exchange Offer.  Any beneficial owner whose Existing Notes are registered in the name of his broker, dealer, commercial bank, trust company or other nominee or are held in book-entry form and who wishes to tender should contact the registered holder promptly and instruct the registered holder to execute and deliver this Letter on his behalf.  For information on how a beneficial owner who wishes to tender on his own behalf may do so, see the section of the Prospectus entitled “The Exchange Offer— Procedures for Tendering.”

This Letter and the Prospectus should be read carefully before this Letter is completed.  If you elect to exchange your Existing Notes for Exchange Notes pursuant to the Exchange Offer, please complete, sign and return this Letter in accordance with the instructions on the following pages.

The Exchange Offer will expire at 5:00 p.m., New York City time, on                 , 2010 unless extended (the “Expiration Date”).

Item 1.  Description of Existing Notes.  (Instruction 6)

Name and Address of Registered Holders:	Certificate Numbers	Aggregate Principal Amount Represented by Certificates	Principal Amounted Tendered
	Total:

Item 2.  Means of Tendering Existing Notes.  (Instructions 1 through 4)

oCheck here if tendered Existing Notes held in certificated form are enclosed with this Letter.

oCheck here if tendered Existing Notes are being delivered by book-entry transfer made to the account maintained by the Exchange Agent with DTC and complete the following:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

oCheck here and enclose a photocopy of the notice of guaranteed delivery if tendered Existing Notes are being delivered pursuant to a notice of guaranteed delivery previously sent to the Exchange Agent and complete the following.

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed Delivery:

Window Ticket Number (if available):

Name of Institution which Guaranteed Delivery:

Name of Tendering Institution (if delivered by book-entry transfer):

Account Number (if delivered by book-entry transfer):

Transaction Code Number (if delivered by book-entry transfer):

Item 3.  Taxpayer Identification Number.  (Instruction 9)

Please read the certification below.  This certification enables us to certify your TIN in order to avoid backup withholding on your account.  Please provide your TIN on the line below and certify by signing and dating below.

	OR
Social Security Number		Employer Identification Number

W-9 Certification.  Under penalties of perjury, I certify that:  (1) the number shown on this form is my correct Taxpayer Identification Number, and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).

Certification Instructions. You must cross out Certification (2) above if you have been notified by the IRS that you currently are subject to backup withholding because you have failed to report all interest and dividends on your tax return.

(Signature) Date

Item 4.  Additional Copies of Prospectus.  (Instruction 14)

oCheck here if you are a broker-dealer and wish to receive ten additional copies of the Prospectus and ten additional copies of any amendments or supplements thereto.

2

Item 5.  Signature.  (Instruction 10)

This form must be signed by the registered holders of the Existing Notes as the names appear on the certificate for the Existing Notes or on a DTC security position listing.

(Signatures of Holders)	Date
(Signatures of Holders)	Date
Area Code and Telephone Number:
Representative Information:
Name:
Capacity (Full Title):
Address (Including Zip Code):
Signature Guarantee
Signatures Guaranteed by an Eligible Institution
(Authorized Signature)	Date
Title:
Name of Firm:
Address:
Area Code and Telephone Number:

Item 6.  Lost Notes.  (Instruction 11)

Mark this box  if the certificated Existing Note has been mutilated, lost, stolen or destroyed.

By signing this Item 6, the undersigned certifies that the undersigned is the lawful owner of the Existing Note described in Item 1 of this form, the undersigned has made a diligent search for the Note, and the undersigned has been unable to find it.  The undersigned hereby agrees (for the undersigned, the undersigned’s heirs, assigns and personal representatives), in consideration of the issuance of Exchange Notes in exchange for Existing Notes, to completely indemnify, protect and hold harmless Geokinetics Holdings USA, Inc. and U.S. Bank National Association, and their respective affiliates from and against all losses, costs and damages which they may be subject to, or liable for, with respect to the cancellation of the Existing Note in exchange for Exchange Notes.  The undersigned agrees to surrender the Existing Note to Geokinetics Holdings USA, Inc. for cancellation if the undersigned finds it at any time.

(Lender Signature) Date

By:

Name:

Title:

3

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.  Existing Notes Held in Book-Entry Form.  The Existing Notes were issued as global securities and were deposited with U.S. Bank National Association who holds the Existing Notes as the custodian for The Depository Trust Company (“DTC”).  Beneficial interests in the Existing Notes are held by participants in DTC on behalf of the beneficial owners of the Existing Notes.  We refer to beneficial interests in Existing Notes held by participants in DTC as notes held in book-entry form.  Beneficial interests in Existing Notes held in book-entry form are shown on, and transfers of such notes can be made only through, records maintained in book-entry form by DTC and its participants.  Participants in DTC may make book-entry delivery of Existing Notes by causing DTC to transfer the Existing Notes into the account of the Exchange Agent for the Existing Notes using DTC’s procedures for transfer.  See the section of the Prospectus entitled “The Exchange Offer — Procedures for Tendering — Existing Notes Held in Book-Entry Form” for additional information.

2.  Tendering Pursuant to ATOP.  DTC participants may, instead of physically completing and signing this Letter and delivering it to the Exchange Agent, electronically transmit their acceptance of the Exchange Offer by causing DTC to transfer Existing Notes held in book-entry form to the Exchange Agent in accordance with DTC’s Automated Tender Offer Program (“ATOP”) procedures for transfer.  DTC will then send a confirmation of book-entry transfer of the Existing Notes into the Exchange Agent’s account (“book-entry conformation”), including an agent’s message.  An “agent’s message” means a message transmitted by DTC, received by the Exchange Agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering Existing Notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of this Letter, and that the Company may enforce this Letter against such participant.  If you use ATOP procedures to tender Existing Notes, you will not be required to deliver this Letter to the Exchange Agent, but you will be bound by its terms just as if you had signed it.  See the section of the Prospectus entitled “The Exchange Offer — Procedures for Tendering — Existing Notes Held in Book-Entry Form” for additional information.

3.  Delivery of this Letter and the Existing Notes.  In order to tender your Existing Notes pursuant to the Exchange Offer, you must comply with DTC’s ATOP procedures described in Instruction 2 or complete Items 1, 2, 3 and 5, and, to the extent applicable, Items 4 and 6 of this Letter and return this Letter to the Exchange Agent.  In addition to returning a completed and executed copy of this Letter to the Exchange Agent at the address set forth in Instruction 13, you must either (1) cause the certificates representing the Existing Notes being tendered (unless the Existing Notes are held in certificated form and Item 6 is completed) to be transmitted with the completed copy of this Letter to the Exchange Agent at the address set forth in Instruction 13, or (2) you must cause Existing Notes held in book-entry form to be transferred into the account of the Exchange Agent as described in Instruction 1.  See the section of the Prospectus entitled “The Exchange Offer — Procedures for Tendering” for additional information.  You are solely responsible for ensuring that each of the items described in this paragraph are properly completed and tendered to the Exchange Agent prior to the Expiration Date.

4.  Expiration Date and Guaranteed Delivery Procedures.  Certificates for all physically tendered Existing Notes or a book-entry confirmation, and a properly completed and duly executed Letter or an agent’s message must be received by the Exchange Agent at the address set forth in Instruction 13 on or prior to the Expiration Date.   If you are unable to deliver Existing Notes, this Letter or any other documents required by this Letter in accordance with the procedures described in Instructions 1 through 3 to the Exchange Agent on or prior to the Expiration Date, you must tender your Existing Notes according to the guaranteed delivery procedures set forth in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.”  Pursuant to these procedures, the Exchange Agent must receive a notice of guaranteed delivery prior to 5:00 p.m., New York City time, on the Expiration Date.  A notice of guaranteed delivery may be made using DTC’s ATOP guaranteed delivery procedures, or by causing a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 (“Eligible Institution”) to properly complete and duly execute a notice of guaranteed delivery.

4

5.  Representations and Warranties of Tendering Holders.  By executing this Letter, you represent, warrant and acknowledge the following:

·You have received and reviewed the Prospectus and this Letter.

·You have full power and authority to tender, exchange, sell, assign and transfer the Existing Notes tendered hereby and to acquire the Exchange Notes issuable upon the exchange of such tendered Existing Notes and that the Company will acquire good, marketable and unencumbered title to the tendered Existing Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims, proxies or rights, when the tendered Existing Notes are accepted by the Company.  You will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or by the Company to be necessary or desirable to complete the exchange, sale, assignment and transfer of the Existing Notes.

·The Company’s acceptance of properly tendered Existing Notes pursuant to the procedures described in the section of the Prospectus entitled “The Exchange Offer — Procedures for Tendering” and in the instructions to this Letter will constitute a binding agreement between you and the Company upon the terms and subject to the conditions of the Exchange Offer.

·All authority conferred or agreed to be conferred by this Letter shall survive your death or incapacity and your obligations under this Letter shall be binding upon your heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives.

·The Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (“SEC”), as described in the section of the Prospectus entitled “The Exchange Offer — Purpose and Effect of the Exchange Offer.”

·You, or the person receiving the Exchange Notes, are not an affiliate of the Company, as defined in Rule 405 of the Securities Act of 1933.

·You (if you are not a broker-dealer that will receive Exchange Notes for your own account), or the person receiving the Exchange Notes, will acquire the Exchange Notes received in the Exchange Offer in the ordinary course of your business, and are not participating in a distribution of the Exchange Notes and have no arrangements or intentions with any person to make a distribution of the Exchange Notes.

·If you are a broker-dealer that will receive Exchange Notes for your own account in exchange for Existing Notes, the Existing Notes were acquired as a result of market-making or other trading activities, and you will deliver a prospectus, as required by law, in connection with any resale of those Exchange Notes; however, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933.  Each such broker-dealer agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact that makes any statement contained in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or the occurrence of other events that prevent the use of the Prospectus, such broker-dealer will suspend the sale of Exchange Notes pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to such broker-dealer or the Company has given notice that the sale of the Exchange Notes may be resumed.

6.  Description of Existing Notes.  List the name and address of the DTC participant holding an interest in the Existing Notes being tendered exactly as shown in the DTC security position listing, or the registered holder of the Existing Notes being tendered exactly as they appear on the Existing Notes in Item 1.  If the Existing Notes are not held in book-entry form, please provide the certificate number of the Existing Notes being tendered.  In addition,

5

please provide the aggregate principal amount of all Existing Notes represented by the certificates being tendered, or in the case of notes held in book-entry form, the amount credited to your account as a DTC participant.  If you are not tendering all of the Existing Notes held by you, please indicate, in $1,000 increments, the principal amount being tendered.  A reissued certificate representing the balance of nontendered Existing Notes will be sent to the tendering holder promptly after the Expiration Date.  If you do not complete the column labeled “Principal Amount Tendered” you will be deemed to have tendered the entire aggregate principal amount represented by the column labeled “Aggregate Principal Amount Represented by Certificates.”  If the space provided in Item 1 is inadequate, list the certificate numbers and principal amount of Existing Notes being tendered on a separate signed schedule attached to this Letter.  By executing this Letter, upon the terms and subject to the conditions of the Exchange Offer, you hereby tender to the Company the Existing Notes described in Item 1.  Subject to, and effective upon, the acceptance for exchange of the Existing Notes tendered hereby, you hereby sell, assign and transfer to, or upon the order of, the Company all right, title and interest in and to Existing Notes that are being tendered hereby.

7.  Withdrawal of Tenders.  Existing Notes tendered in the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date in accordance with the procedures set forth in the section of the Prospectus entitled “The Exchange Offer — Withdrawal of Tenders.”

8.  Delivery of Exchange Notes.  The Exchange Notes and any substitute certificates representing Existing Notes not being exchanged in the Exchange Offer will be issued in the name of the undersigned and sent to the address indicated in Item 1 or, in the case of book-entry delivery of Existing Notes, will be credited to the account maintained at DTC indicated in Item 2.  Please contact the Exchange Agent at the address set forth in Instruction 14 if you want to have the Exchange Notes and any substitute certificates representing Existing Notes not being exchanged in the Exchange Offer issued in the name of a different person, sent to a different address or credited to a different account maintained at DTC.

9.  Taxpayer Identification Number.  Please complete and sign where indicated in Item 3.

10.  Signatures and Signature Guarantees.  This form must be signed by the DTC participant holding an interest in the Existing Notes being tendered exactly as shown on a DTC security position listing or the registered holders of the Existing Notes exactly as the names appear on the certificate for the Existing Notes, without any change whatsoever.  If any tendered Existing Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.  If this Letter is being executed by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth the name, full title and address of such representative, and submit with this Letter proper evidence of their authority to act satisfactory to the Company.  A signature guarantee by an Eligible Institution in Item 5 is only required if this Letter is signed by a person other than the registered holder of the Existing Notes being tendered or you request special registration or delivery instructions as described in the last sentence of Instruction 8.  If this Letter is signed by a person other than the registered holder of any certificates specified in this Letter, such certificates must be endorsed or accompanied by appropriate bond powers, in each case signed exactly as the name or names of the registered holders appear on the certificates and signatures on such certificates must be guaranteed by an Eligible Institution.  Please contact the Exchange Agent at the address set forth in Instruction 14 to determine what endorsements and documents must being transmitted with this Letter.

11.  Lost Notes.   If you cannot locate your Existing Note, read Item 6 and mark the box in Item 6.  If your Existing Note has been mutilated, lost, stolen or destroyed, contact the Exchange Agent at the address indicated in Instruction 14 for further instructions.

12.  Power of Attorney.  By executing this Letter, you hereby irrevocably constitute and appoint the Exchange Agent as your agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as agent of the Company) with respect to the tendered Existing Notes with full power of substitution to (1) deliver certificates for such Existing Notes, or transfer ownership of such Existing Notes on the account books maintained by DTC, to the Company and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, and (2) present such Existing Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Existing Notes, all in accordance with the terms of the Exchange Offer.  The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.

6

13.  Address for Sending Letter and Existing Notes.  If you are required pursuant to Instruction 3 to deliver certificates for Existing Notes and/ or a completed and executed copy of this Letter, send them to U.S. Bank National Association via mail (first class, registered or certified), overnight courier or hand delivery to the following address*:

U.S. Bank Specialized Finance Group

West Side Flats Operations Center

60 Livingston Avenue

St. Paul, Minnesota 55107

Attention: Lori Buckles

Facsimile: (651) 495-8158

*Note:  Delivery of this Letter, the Existing Notes and all other required documents is at the option and sole risk of the tendering holders.  Delivery will be deemed made only when actually received by the Exchange Agent.  Neither the Company nor U.S. Bank National Association assumes the risk of loss of any Existing Notes sent by mail or overnight courier.  We suggest that you send your Existing Notes to U.S. Bank National Association by registered or certified mail.  Delivery of Existing Notes or this Letter to any address other than as set forth above will not constitute a valid delivery.  Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

14. Requests for Assistance or Additional Copies.Questions relating to the procedure for tendering Existing Notes and requests for assistance or additional copies of the Prospectus and this Letter may be directed to the Exchange Agent at the location and facsimile number set forth below:

U.S. Bank Specialized Finance Group

West Side Flats Operations Center

60 Livingston Avenue

St. Paul, Minnesota 55107

Attention: Lori Buckles

Facsimile: (651) 495-8158

7

EX-99.2

Exhibit 99.2

Notice of Guaranteed Delivery for Geokinetics Holdings USA, Inc.

(CUSIP Nos. U32357AA0 and 37252CAA8)

This form or one substantially equivalent hereto must be used to accept the exchange offer of Geokinetics Holdings USA, Inc., a Delaware corporation (“Company”), made pursuant to the prospectus dated                   , 2010 (“Prospectus”) and the related letter of transmittal (“Letter of Transmittal”) if certificates for the Company’s outstanding 9.75% Senior Secured Notes Due 2014 (“Existing Notes”) are not immediately available, the procedures for book-entry transfer cannot be completed on or prior to 5:00 p.m., New York City time, on                 , 2010, unless extended (“Expiration Date”), the Letter of Transmittal or any other required documents cannot be delivered to U.S. Bank National Association (“Exchange Agent”) on or prior to the Expiration Date, or a tender using the Automated Tender Offer Program procedures of The Depository Trust Company (“DTC”) cannot be completed on or prior to the Expiration Date.  This form may be transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent at the following address:

U.S. Bank Specialized Finance Group

West Side Flats Operations Center

60 Livingston Avenue

St. Paul, Minnesota 55107

Attention: Lori Buckles

Facsimile: (651) 495-8158)

Delivery of this notice to any address other than as set forth above, or transmission of this notice via facsimile to a number other than as set forth above, will not constitute a valid delivery.

This form is not to be used to guarantee signatures.  If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, the signature guarantee must appear in the applicable space provided in the signature box in the Letter of Transmittal.

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus and the Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Existing Notes set forth below, pursuant to the guaranteed delivery procedures described in the section of the Prospectus entitled “The Exchange Offer—Guaranteed Delivery Procedures.”

Principal Amount of Existing Notes Tendered:	If Existing Notes will be tendered by a DTC participant by book-entry transfer, provide account number.
$	Account Number:

Certificate Nos. (if available):

Total Principal Amount Represented by

Certificates or to be tendered by book-entry transfer:

All authority conferred or agreed to be conferred by this notice shall survive the death or incapacity of the undersigned and the undersigned’s obligations under this notice shall be binding upon the undersigned’s heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives.

(Signatures of Holders)	Date
(Signatures of Holders)	Date

This notice must be signed by the DTC participant holding an interest in the Existing Notes being tendered exactly as shown on a DTC security position listing or the registered holders of the Existing Notes exactly as the names appear on the certificate for the Existing Notes, without any change whatsoever.  If this Letter is being executed by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth the full title of such representative, and submit with this notice proper evidence of their authority to act satisfactory to the Company.

Name:

Capacity (Full Title):

Address (Including Zip Code):

Area Code and Telephone Number:

Account Number:

2

GUARANTEE

(Not to be used for signature guarantees)

The undersigned, a financial institution that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program, hereby guarantees that the undersigned will deliver to the Exchange Agent the certificates representing the Existing Notes being tendered hereby in proper form for transfer or confirmation of book-entry transfer of such Existing Notes into the Exchange Agent’s account at DTC pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case, together with a properly completed and duly executed Letter of Transmittal or an agent’s message in lieu thereof, and any other documents required by the Letter of Transmittal within three business days after the Expiration Date.

Name of Firm:

Address:

Area Code and Telephone Number:

Authorized Signature

Name (Please Type or Print)

Title

Date

Note:  Do not send certificates for Existing Notes with this form.  Certificates for Existing Notes should be sent only with a copy of the Letter of Transmittal.

3

EX-99.3

Exhibit 99.3

Letter to Registered Holders And

Depository Trust Company Participants

Geokinetics Holdings USA, Inc.

Offer to Exchange

9.75% Senior Secured Notes Due 2014

That Have Been Registered Under the Securities Act of 1933

Pursuant to the Prospectus Dated                     , 2010

for

Any and All Outstanding

9.75% Senior Secured Notes Due 2014

(CUSIP Nos. U32357AA0 and 37252CAA8)

To Registered Holders and Depository Trust Company Participants:

We are enclosing herewith the material listed below relating to our offer to exchange (“Exchange Offer”) our 9.75% Senior Secured Notes Due 2014, which have been registered under the Securities Act of 1933, as amended (“Exchange Notes”), for a like principal amount of our issued and outstanding 9.75% Senior Secured Notes Due 2014 (“Existing Notes”), upon the terms and subject to the conditions set forth in our prospectus, dated                         , 2010, (“Prospectus”) and the related Letter of Transmittal (“Letter of Transmittal”).

The Exchange Offer will expire at 5:00 p.m., New York City time, on                 , 2010 unless extended (“Expiration Date”).  Any Existing Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

Enclosed herewith are copies of the following documents:

1.Prospectus dated                         , 2010;

2.Letter of Transmittal (together with accompanying Substitute Form W-9 Guidelines);

3.Notice of Guaranteed Delivery;

4.Letter which may be sent to your clients for whose account you hold Existing Notes in your name or in the name of your nominee; and

5.Letter which may be sent from your clients to you with such client’s instruction with regard to the exchange offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire on the Expiration Date unless extended.

The Exchange Offer is not conditioned upon any minimum number of Existing Notes being tendered.

Pursuant to the Letter of Transmittal, each holder of Existing Notes will make certain representations, including but not limited to, representations that (i) any exchange notes to be received by it will be acquired in the ordinary course of its business; (ii) at the time of the commencement of the exchange offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of Securities Act) of the Exchange Notes in violation of the Securities Act; (iii) it is not our “affiliate” (as defined in Rule 405 promulgated under the Securities Act) or, if it is an affiliate, it will comply with any applicable registration and prospectus delivery requirements; (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of Exchange Notes; and (v) if such holder is a broker-dealer that will receive Exchange Notes for its own account in

exchange for Existing Notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of such Exchange Notes.

The enclosed Letter to Clients contains an authorization by the beneficial owners of the Existing Notes for you to make the foregoing representations.

The Company will not pay any fee or commission to any broker or dealer or to any other persons, other than the Exchange Agent, in connection with the solicitation of tenders of Existing Notes pursuant to the exchange offer.

Additional copies of the enclosed material may be obtained from the undersigned.

Very truly yours,

GEOKINETICS HOLDINGS USA, INC.

2

EX-99.4

Exhibit 99.4

Letter to Clients

Geokinetics Holdings USA, Inc.

Offer to Exchange

9.75% Senior Secured Notes Due 2014

That Have Been Registered Under the Securities Act of 1933

Pursuant to the Prospectus Dated                           , 2010

for

Any and All Outstanding

9.75% Senior Secured Notes Due 2014

(CUSIP Nos. U32357 AA0 and 37252C AA8)

To Our Clients:

Enclosed for your consideration is a prospectus, dated                         , 2010 (the “Prospectus”), and the related Letter of Transmittal (“Letter of Transmittal”), relating to the offer (“Exchange Offer”) of Geokinetics Holdings USA, Inc. (the “Company”) to exchange its 9.75% Senior Secured Notes Due 2014 which have been registered under the Securities Act of 1933, as amended (“Exchange Notes”) for a like principal amount of its issued and outstanding 9.75% Senior Secured Notes Due 2014 (“Existing Notes”), upon the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal.

This material is being forwarded to you as the beneficial owner of the Existing Notes held by us for your account but not registered in your name. A TENDER OF SUCH EXISTING NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Existing Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Existing Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 P.M., New York City time, on                           , 2010, unless extended (“Expiration Date”). Any Existing Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.  The Exchange Offer is not conditioned upon any minimum number of Existing Notes being tendered.

If you wish to have us tender your Existing Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER EXISTING NOTES.

Very truly yours,

PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by Geokinetics Holdings USA, Inc. with respect to its Existing Notes.

This will instruct you to tender the Existing Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

The undersigned expressly agrees to be bound by the enclosed Letter of Transmittal and that such Letter of Transmittal may be enforced against the undersigned.

Please tender the Existing Notes held by you for my account as indicated below:

9.75% Senior Secured Notes Due 2014 $                  (Aggregate Principal Amount of Existing Notes)

oPlease do not tender any Existing Notes held by you for my account.

Date:

Signature(s):

Print Name(s) here:

Print Address(es):

Area Code and Telephone Number(s):

Tax Identification or Social Security Number(s):

None of the Existing Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Existing Notes held by us for your account.

2