8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report

December 15, 2010 (Date of earliest event reported: December 14, 2010)

GEOKINETICS INC.

(Exact name of registrant as specified in its charter)

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

1500 CityWest Blvd., Suite 800

Houston, Texas, 77042

(Address of principal executive offices)

(713) 850-7600

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

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

SECTION 1 — Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

Series D and Warrant Purchase Agreement

On December 14, 2010, Geokinetics Inc. (“Geokinetics”) closed a $30 million private placement of 120,000 shares of a new series of junior preferred stock (the “Series D Preferred Stock”) and warrants (the “2010 Warrants”) to purchase 3,495,000 shares of Geokinetics’ common stock, pursuant to the terms of a Series D and Warrant Purchase Agreement, dated as of December 14, 2010 (the “Purchase Agreement”), with affiliates of Avista Capital Partners (“Avista”), Petroleum Geo-Services (“PGS”), Levant America S.A. (“Levant”) and other existing stockholders (collectively, the “Purchasers”).  As of September 30, 2010, Avista and funds managed by Avista owned 2,863,954 shares of Geokinetics’ outstanding common stock, and owned 91% of Geokinetics’ senior convertible preferred stock (the “Series B Preferred Stock”). The Series B Preferred Stock votes on an “as converted” basis with the common stock, and represents approximately 31% of the outstanding voting power of Geokinetics as of September 30, 2010.  Avista is also the sole holder of a series of Geokinetics’ senior non-convertible preferred stock (the “Series C Preferred Stock”).  Dividends on the Series C Preferred Stock accrue from the date of issuance and are paid in cash or accrued at the election of Geokinetics at a rate of 11.75% per annum and compounded quarterly.  The Series C Preferred Stock is subject to mandatory redemption on December 16, 2015.  Prior to the transaction described in this Current Report on Form 8-K, PGS owned approximately 12% of the outstanding shares of Geokinetics’ common stock.  Avista has two representatives, and PGS has one representative, on the Geokinetics Board of Directors.  In addition , Mr. Webster, Mr. Ziegler and a trust affiliated with Mr. Harte, all of whom are members of the Geokinetics Board of Directors, also participated as Purchasers in the Purchase Agreement.

Dividends on the Series D Preferred Stock accrue from the date of issuance and are paid in cash or accrued at the election of Geokinetics at a rate of 10.50% per annum and compounded quarterly, if paid in cash, and 11.50% per annum and compounded quarterly if accrued but not paid. The Series D Preferred Stock is subject to mandatory redemption on December 15, 2016, and subject to redemption at the option of Geokinetics at certain redemption prices as set forth therein. The 2010 Warrants have an initial exercise price of $9.64 per share (subject to adjustment), which was equal to 105% of the closing price of Geokinetics’ common stock on December 13, 2010, and expire on December 15, 2016.

In connection with the issuance of the Series D Preferred Stock and the 2010 Warrants, the Board of Directors of Geokinetics formed a special committee composed of disinterested and independent directors to negotiate and approve or disapprove of the terms of the preferred stock issuance and warrants, and the special committee received an opinion from an investment bank that the issuance of the preferred stock and warrants was fair to the stockholders of Geokinetics (other than the Purchasers) from a financial point of view.  The special committee unanimously approved the transactions in connection with the Purchase Agreement.

The Series D Preferred Stock and 2010 Warrants were issued pursuant to the exemption from registration provided by Section 4(2) and Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”).

The foregoing description is a summary of the material terms of the Purchase Agreement, the Series D Preferred Stock and the 2010 Warrants and does not purport to be complete, and is qualified in its entirety by reference to the Purchase Agreement, the Certificate of Designation of the Series D Preferred Stock and the form of the 2010 Warrants, copies of which are attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2 and 4.3, respectively.

Amendment to Registration Rights Agreement — In connection with the consummation of the transactions contemplated by the Purchase Agreement, Geokinetics, Avista, PGS and Levant entered into a First Amendment, dated December 14, 2010 (the “First Amendment”), to that certain Second Amended and Restated Registration Rights Agreement, dated as of February 12, 2010.  The First Amendment expands the rights of the holders of

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warrants to purchase shares of Geokinetics’ common stock to demand that Geokinetics repurchase such warrants upon a public offering of common stock.

The foregoing summary of the First Amendment is qualified in its entirety by reference to the terms of the First Amendment, which is attached hereto as Exhibit 4.4, and incorporated herein by reference.

Waiver and Amendment No. 3 to Credit Agreement.

On December 14, 2010, a wholly-owned subsidiary of Geokinetics, Geokinetics Holdings USA, Inc. (“Geokinetics Holdings” and collectively with Geokinetics, the “Company”), entered into a Waiver and Amendment No. 3 to the Credit Agreement (the “Amendment No. 3”) to amend that certain Credit Agreement, dated as of February 12, 2010 (as amended by Amendment No. 1 to the Credit Agreement dated as of June 30, 2010 and Waiver and Amendment No. 2 to the Credit Agreement dated as of September 30, 2010) (the “Credit Agreement”), by and among Geokinetics Holdings, Royal Bank of Canada, as administrative and collateral agent, and the financial institutions and other institutional lenders party thereto (collectively, the “Lenders”).   Amendment No. 3 provides a waiver related to the Credit Agreement for the cumulative EBITDA covenant for the month ended November 30, 2010 and for all financial covenants at the December 31, 2010 measurement date.

Among other things, the Amendment No. 3 provides adjustments to a monthly maximum total leverage ratio based on the latest twelve months adjusted EBITDA and a monthly minimum interest coverage ratio based on cumulative EBITDA from October 2010 thru August 2011 and certain additional measurement periods thereafter.  It also requires that the Company adhere to a monthly liquidity test, monthly senior notes interest reserve and monthly cumulative adjusted EBITDA targets based on October 2010 thru August 2011 and latest twelve months thereafter, commencing with the month ending January 31, 2011 through the month ending December 31, 2011.  Furthermore, capital expenditures for the fiscal year 2011 may not exceed $40 million.

The permitted outstanding borrowing amount under the revolver remains unchanged at $40 million, of which $29 million was outstanding as of December 13, 2010.  Amendment No. 3, however, provides that the maximum availability under the revolver will be limited to the lesser of $40 million and a borrowing base amount to be calculated periodically based on certain percentages of eligible accounts receivable and the value of equipment less the senior notes interest reserve.

The foregoing description is a summary of the material terms of the Amendment No. 3 and does not purport to be complete, and is qualified in its entirety by reference to the Amendment No. 3, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.

SECTION 2 — Financial Information

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

The information disclosed under Item 1.01 above with respect to the Series D Preferred Stock is incorporated herein by reference.

SECTION 3 — Securities and Trading Markets

Item 3.02.  Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 above is incorporated herein by reference.

SECTION 5 — Corporate Governance and Management

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

In connection with the consummation of the Purchase Agreement, as described in Item 1.01, Geokinetics amended its Certificate of Incorporation to reflect changes required by the establishment of a series of junior

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preferred stock, $10.00 par value, with the rights, preferences and privileges stated within the Certificate of Designation of Series D Junior Preferred Stock attached as Exhibit 4.2 hereto and incorporated herein by reference.

SECTION 7 — Regulation FD

Item 7.01. Regulation FD Disclosure.

On December 14, 2010, Geokinetics issued a press release announcing the completion of the sale of the Series D Preferred Stock and 2010 Warrants.  On December 14, 2010, Geokinetics also issued a press release announcing the Amendment No. 3.

Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 and Exhibit 99.2 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

SECTION 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number	Title of Document
4.1	Series D and Warrant Purchase Agreement, dated as of December 14, 2010
4.2	Certificate of Designation of Series D Junior Preferred Stock
4.3	Form of 2010 Warrants
4.4	First Amendment, dated as of December 14, 2010, to Second Amended and Restated Registration Rights Agreement
10.1	Waiver and Amendment No. 3 to the Credit Agreement, dated as of December 13, 2010, by and among Geokinetics Holdings and Royal Bank of Canada as administrative and collateral agent to the certain lenders named therein
99.1	Press release dated December 14, 2010, announcing completion of $30 million private placement of junior preferred stock
99.2	Press release dated December 14, 2010, announcing financial covenants waiver and third amendment to revolving credit facility

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SIGNATURE

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

	GEOKINETICS INC.
December 15, 2010	By:	/s/ William L. Moll, Jr.
		William L. Moll, Jr., Vice President, General Counsel and Corporate Secretary

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Exhibit Index

Exhibit Number	Title of Document
4.1	Series D and Warrant Purchase Agreement, dated as of December 14, 2010
4.2	Certificate of Designation of Series D Junior Preferred Stock
4.3	Form of 2010 Warrants
4.4	First Amendment, dated as of December 14, 2010, to Second Amended and Restated Registration Rights Agreement
10.1	Waiver and Amendment No. 3 to the Credit Agreement, dated as of December 13, 2010, by and among Geokinetics Holdings and Royal Bank of Canada as administrative and collateral agent to the certain lenders named therein
99.1	Press release dated December 14, 2010, announcing completion of $30 million private placement of junior preferred stock
99.2	Press release dated December 14, 2010, announcing financial covenants waiver and third amendment to revolving credit facility

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EX-4.1

Exhibit 4.1

SERIES D

AND

WARRANT PURCHASE AGREEMENT

among

Geokinetics Inc.,

and

the Purchasers listed on Schedule 2.2 hereto

Dated as of December 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1	DEFINITIONS AND ACCOUNTING TERMS	1
1.1	Definitions	1
1.2	Computation of Time Periods	4
1.3	Terms Generally	4
1.4	Accounting Terms	5
SECTION 2	AUTHORIZATION AND ISSUANCE OF PREFERRED STOCK	5
2.1	Authorization of Issue	5
2.2	Sale and Purchase of the Preferred Stock and Warrants	5
2.3	Closing	5
2.4	Stock Certificates	5
2.5	2010 Warrant Certificates	5
2.6	Registration Rights Amendment	5
2.7	Payment of Expenses	5
2.8	Legal Opinion	6
2.9	Waiver and Consent	6
2.10	FIRPTA Certificate	6
SECTION 3	REPRESENTATIONS AND WARRANTIES	6
3.1	Due Organization, Power and Authority	6
3.2	Capitalization	6
3.3	Subsidiaries	7
3.4	Due Authorization, Execution and Delivery	7
3.5	Non-Contravention; Authorizations and Approvals	8
3.6	Financial Statements; Securities Filings	9
3.7	Absence of Undisclosed Liabilities or Events	10
3.8	Investment Company Act	10
3.9	Brokerage Fees	10
SECTION 4	REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE PURCHASERS	11
4.1	Purchase for Investment	11
4.2	Access to Information	11
4.3	Corporate Power; Authorization; Enforceability	12
4.4	No Actions or Proceedings	12
SECTION 5	COVENANTS	12
5.1	Allocation of Purchase Price	12
5.2	Classification	12
SECTION 6	EXPENSES, INDEMNIFICATION AND CONTRIBUTION; TERMINATION	12
6.1	Expenses	12

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6.2	Indemnification	13
6.3	Survival	13
6.4	Tax Treatment of Indemnification Payments	13
SECTION 7	MISCELLANEOUS	13
7.1	Notices	13
7.2	Benefit of Agreement and Assignments	14
7.3	No Waiver; Remedies Cumulative	14
7.4	Amendments, Waivers and Consents	15
7.5	Counterparts	15
7.6	Headings	15
7.7	Survival of Covenants and Indemnities	15
7.8	Governing Law; Submission to Jurisdiction; Venue	15
7.9	Severability	16
7.10	Entirety	16
7.11	Survival of Representations and Warranties	16
7.12	Construction	16
7.13	Incorporation	16
7.14	Non-Recourse	17
7.15	Further Assurances	17

EXHIBITS:

Exhibit A	-	Form of Certificate of Designation
Exhibit B	-	Form of 2010 Warrants
Exhibit C	-	Registration Rights Amendment
Exhibit D		Form of Opinion
SCHEDULES:
Schedule 2.2	-	Information relating to the Purchasers
Schedule 3.2	-	Primary and fully diluted ownership of Capital Stock
Schedule 3.3	-	Company and Subsidiaries

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SERIES D AND WARRANT PURCHASE AGREEMENT

This SERIES D AND WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of December 14, 2010, among Geokinetics Inc., a Delaware corporation (the “Company”), and the Persons listed on Schedule 2.2 (each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the Company desires to increase its capital for the purpose of providing funds for necessary working capital and other general corporate purposes;

WHEREAS, in connection with the transactions contemplated hereby, the Company desires to amend its Certificate of Incorporation, dated January 31, 1980, as amended (the “Charter”), in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), by filing a Certificate of Designation (the “Certificate of Designation”), on the date hereof and in the form attached hereto as Exhibit A, with the office of the Secretary of State of the State of Delaware, to create a new series of junior preferred stock of the Company designated as Series D Junior Preferred Stock, par value $10.00 per share, havin g a liquidation preference of $250 per share (the “Series D Preferred Stock”); and

WHEREAS, on the terms and subject to the conditions hereinafter set forth, the Company desires to issue and sell (i) 120,000 shares of Series D Preferred Stock and (ii) warrants, in the form attached hereto as Exhibit B (the “2010 Warrants”), to purchase up to an aggregate of 3,495,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), to Purchasers, and Purchasers desire to purchase and acquire the Series D Preferred Stock and the 2010 Warrants from the Company.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1

DEFINITIONS AND ACCOUNTING TERMS

1.1Definitions.  As used herein, defined terms used herein shall have the meanings specified herein unless the context otherwise requires:

“Accredited Investor” means any Person that is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act.

“Applicable Law” means all laws, statutes, treaties, rules, codes (including building codes), ordinances, regulations, certificates, orders and licenses of, and interpretations by, any Governmental Authority and judgments, decrees, injunctions, writs, permits, orders or like governmental action of any Governmental Authority (including environmental laws and those pertaining to health or safety) applicable to the Company or any of its Subsidiaries or any of their property or operations.

“Avista Entities” means Avista Capital Partners, L.P., a Delaware limited partnership, and Avista Capital Partners (Offshore), L.P., a Bermuda limited partnership, each of which entities is a Purchaser.

“Audit Date” is defined in Section 3.6(a).

“Capital Stock” means (i) in the case of a corporation, corporate or capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate or capital stock, (iii) in the case of a limited liability company, membership units (whether common or preferred), (iv) in the case of a partnership, partnership interests (whether general or limited) and (v) any other equivalent ownership 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.

“Certificate of Designation” is defined in the recitals.

“Charter” is defined in the recitals.

“Closing” is defined in Section 2.3.

“Closing Date” is defined in Section 2.3.

“Closing Payment” shall mean 2% of the Purchase Price.

“Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

“Common Stock” is defined in the recitals.

“DGCL” is defined in the recitals.

“Enforceability Exceptions” means, with respect to any specified obligation, any limitations on the enforceability of such obligation due to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles (including public policies) or except as rights to indemnification or contribution may be limited by Federal, state, provincial or territorial securities laws.

“Exchange Act” is defined in Section 3.6(b).

“Financial Statements” is defined in Section 3.6(a).

“Financing Documents” means collectively, this Agreement, the Certificate of Designation, the 2010 Warrants, the Registration Rights Agreement, the Registration Rights Amendment and all certificates, instruments and other documents made or delivered in connection herewith and therewith.

“Governmental Authority” means any federal, state, municipal, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality.

“GAAP” means generally accepted accounting principles, as applied in the United States.

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“Indemnitees” is defined in Section 6.2.

“Legal Proceeding” means any judicial, administrative or arbitral actions, suits, mediation, investigation, inquiry, proceedings or claims (including counterclaims) by or before a Governmental Authority.

“Levant” means Levant America S.A.

“Material” means material in relation to the business, condition (financial or otherwise), properties or results of operation of the Company and its Subsidiaries taken as a whole.

“Material Adverse Effect” shall mean (a) a material adverse effect on the business, assets, liabilities, operations, prospects or condition (financial or otherwise) or operating results of the Company and the Subsidiaries, taken as a whole, (b) a material impairment of the ability of any party to perform any of its obligations under any Financing Document to which it is or will be a party or (c) a material impairment of any rights of or benefits available to the Purchasers under any Financing Document.

“Order” means any order, injunction, judgment, doctrine, decree, ruling, writ, assessment or arbitration award of a Governmental Authority.

“Ordinary Course of Business” means the ordinary and usual course of day-to- day operations of the business of the Company and the Subsidiaries through the date hereof consistent with past practice.

“Permitted Exceptions” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance which have been made available to the Purchasers; (ii) statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being diligently contested in good faith by appropriate proceedings, provided an appropriate reserve has been established therefor in the Financial Statements in accordance with GAAP; (iii) mechanics’, carriers’, workers’, and repairers’ liens arising or incurred in the Ordinary Course of Business that are not material to the business, operations and financial condition of the Company and that are not resulting from a breach, default or violation by the Company or any of the Subsidiaries of any contract or law; (iv) zoning, entitlement and other land use and environmental regulations by any Governmental Authority, provided that such regulations have not been violated; and (v) liens and security interests created or permitted by the senior indebtedness of the Company or the Subsidiaries in existence as of the Closing Date and disclosed in its SEC Documents.

“Person” means an individual, corporation, partnership, association, limited liability company, trust, joint ventures, any unincorporated organization, any other business entity, or a government entity.

“Purchase Price” is defined in Section 2.2.

“Purchasers” is defined in the preamble to this Agreement.

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“Registration Rights Agreement” means the Second Amended and Restated Registration Rights Agreement, dated February 12, 2010, among the Company and certain of the equity holders of the Company, as amended, supplemented, restated or otherwise modified from time to time.

“Registration Rights Amendment” means the First Amendment to the Registration Rights Agreement among the Company and certain of the equity holders of the Company, in the form attached hereto as Exhibit C.

“Rule 144” means Rule 144 under the Securities Act (or any successor provision), as it may be amended from time to time.

“SEC” is defined in Section 4.6(b).

“SEC Documents” is defined in Section 4.6(b).

“Securities Act” means the Securities Act of 1933, as amended.

“Series B Preferred Stock” means the outstanding shares of Series B Preferred Stock previously issued by the Company.

“Series C Preferred Stock” means the outstanding shares of Series C Preferred Stock previously issued by the Company.

“Series D Preferred Stock” is defined in the recitals.

“Subsidiary” means any Person of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by the Company or (ii) the Company is entitled, directly or indirectly, to appoint a majority of the board of directors, board of managers or comparable body of such Person.

“2008 Warrants” means those certain Warrants to purchase Common Stock issued to the Avista Entities on July 28, 2008.

“2010 Warrants” is defined in the recitals.

“Warrant Shares” means the shares of Common Stock issuable upon the exercise of the 2010 Warrants.

1.2Computation of Time Periods.  For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

1.3Terms Generally.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to

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include such Person’s successors and assigns, and (c) the word “including” shall mean “including without limitation.”

1.4Accounting Terms.  Accounting terms used but not otherwise defined herein shall have the meanings provided, and be construed in accordance with, GAAP.

SECTION 2

AUTHORIZATION AND ISSUANCE OF PREFERRED STOCK

2.1Authorization of Issue.  On or prior to the execution and delivery of this Agreement: (i) the Company has authorized the issue and sale of the Series D Preferred Stock and the 2010 Warrants; and (ii) adopted and filed the Certificate of Designation with the Secretary of State of Delaware.

2.2Sale and Purchase of the Preferred Stock and Warrants.  Subject to the terms and conditions of this Agreement, the Company is issuing and selling to each of the Purchasers, and each of the Purchasers is purchasing from the Company, at the Closing provided for in Section 2.3, the Series D Preferred Stock and 2010 Warrants, for an aggregate purchase price equal to $30,000,000 (the “Purchase Price”), in such proportions as set forth on Schedule 2.2.  The Purchase Price is being paid by the Purchasers by wire transfer of immediately available funds to an account des ignated by the Company.  At the Closing the Company is paying each Purchaser, or one or more Persons designated to the Company by such Purchaser, such Purchaser’s proportionate share of the Closing Payment as set forth on Schedule 2.2, via wire transfer of immediately available funds pursuant to the instructions set forth on Schedule 2.2. In the case of the Avista Entities, the Closing Payment is being made to Avista Capital Holdings, L.P., a Delaware limited partnership.

2.3Closing.  The sale and purchase of the Preferred Stock is taking place at the offices of Haynes and Boone, LLP, 1 Houston Center, 1221 McKinney, Houston, Texas 77010, at 10:00 a.m. local time, at a closing (the “Closing”) on December 14, 2010.  The date upon which the Closing occurs shall be referred to herein as the “Closing Date”.

2.4Stock Certificates.  At the Closing, the Company is delivering to the Purchasers duly endorsed certificates representing the Series D Preferred Stock with such number of shares of preferred stock allocated to each Purchaser as set forth on Schedule 2.2.

2.52010 Warrant Certificates.  At the Closing, the Company is delivering to the Purchasers duly endorsed 2010 Warrants to purchase the number of Warrant Shares allocated to each Purchaser as set forth on Schedule 2.2.

2.6Registration Rights Amendment.  At the Closing, the Company and the other parties to the Registration Rights Agreement are executing and delivering the Registration Rights Amendment.

2.7Payment of Expenses.  At the Closing, each Purchaser and counsel for each of the Purchasers is receiving from the Company all fees required to be paid, and, in accordance with Section 7, all reasonable costs and expenses for which invoices have been presented (unless any

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of the Purchasers do not present invoices for such fees prior to the Closing, in which case such fees shall be paid by the Company promptly after receipt of such invoices).

2.8Legal Opinion.  At the Closing, Haynes and Boone, LLP is delivering to the Purchasers an opinion, dated as of the Closing Date, in the form of Exhibit D.

2.9Waiver and Consent.  Each of the Avista Entities and Levant hereby waives any and all preemptive rights it has under Section 1(h) of the Certificate of Designation for the Series B Preferred Stock with respect to the issuance of the Warrant Shares upon the exercise of the 2010 Warrants.

2.10FIRPTA Certificate.  At the Closing, the Company is delivering to the Purchasers an executed statement described in Treasury Regulation §1.897-2(h) to the effect that the shares in the Company do not constitute United States real property interests within the meaning of Section 897(c)(1) of the Code.

SECTION 3

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to each of the Purchasers that:

3.1Due Organization, Power and Authority.  The Company and each domestic Subsidiary of the Company (a) is a corporation or a limited partnership duly incorporated or formed, as the case may be, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (b) is duly qualified as a foreign corporation or extra provincial partnership or a foreign partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, (c) has full corporate or partnership, as the case may be, power and authority to own, lease and operate its properties and to conduct its busi nesses as they are currently conducted, and (d) has full corporate or partnership, as the case may be, power and authority to enter into and perform its obligations under each of the Financing Documents to which it is a party.

3.2Capitalization.  After giving effect to the sale of the Series D Preferred Stock and the 2010 Warrants to the Purchasers, at the Closing, (i) the authorized number of shares of Capital Stock of the Company will consist only of 100,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of which 17,822,570 shares have been issued and are outstanding, (ii) 2,500,000 preferred shares, of which only (x) 311,940 shares of Series B Preferred Stock, (y) 133,982 shares of Series C Preferred Stock, and (z) the Series D Preferred Stock sold to the Purchasers pursuant to this Agreement will have been issued and outstanding as of the Closing Date, and (iii) no shares of any class of the Capital Stock of the Company will be held by the Company in its treasury or by the Company’s Subsidiaries.  Upon consummation of the sale of the Series D Preferred Stock and the 2010 Warrants to the Purchasers, all of the issued and outstanding shares of Capital Stock of the Company shall have been duly authorized and validly issued, fully paid and nonassessable and shall be free of preemptive rights except as set forth in the Certificate of Designation.  Upon consummation of the sale of the Series D Preferred Stock and the 2010 Warrants to the Purchasers, except as set forth on Schedule 3.2 and other

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than the Series B Preferred Stock, the 2008 Warrants, the 2010 Warrants and employee stock options under the 2002 Stock Awards Plan, the 2007 Stock Awards Plan and the 2010 Stock Awards Plan of the Company, there shall be no securities of the Company or any of its Subsidiaries that will be convertible into or exchangeable for shares of any Capital Stock of the Company or any of its Subsidiaries, and no options, calls, subscriptions, convertible securities, or other rights, agreements or commitments which will obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of Capital Stock of, or other interests in, the Company or any of its Subsidiaries.  Except as set forth in this Section 3.2 and on Schedule 3.2, upon consummation of the sale of the Series D Preferred Stock and the 2010 Warrants to the Purchasers, there shall be no outstanding obligations of th e Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Capital Stock of the Company or any of its Subsidiaries and none of the Company or any of its Subsidiaries shall have any awards or options outstanding under any stock option plans or agreements or any other outstanding stock-related awards.  As of the Closing Date and immediately after the Closing, except as set forth in this Section 3.2 and on Schedule 3.2 and other than the Series D Preferred Stock, none of the Company or any of its Subsidiaries will have any obligation to issue, transfer or sell any shares of Capital Stock of the Company or its Subsidiaries.  Except for the Registration Rights Agreement and as set forth on Schedule 3.2, there are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting or disposing of Capital Stock of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.2, none of the Company or any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations or other securities that entitle the holders thereof to vote with the shareholders of the Company or any of its Subsidiaries on any matter or which are convertible into or exercisable for securities having such a right to vote.

3.3Subsidiaries.  Schedule 3.3 correctly states (a) the name of each of the Company’s direct and indirect Subsidiaries, and (b) the name of each registered holder of each class of outstanding Capital Stock or other securities of each of the Company’s respective direct and indirect Subsidiaries and the nature and number of such securities held by such holder.  Each issued and outstanding share of Capital Stock of each direct and indirect Subsidiary of the Company (a) has been duly authorized and validly issued and is fully paid and nonassessable and free of preemptive rights and (b) except for any Capital Stock or other equity interests not o wned directly or indirectly by the Company as shown on Schedule 3.3 is owned by the Company, directly or through its direct and indirect Subsidiaries, free and clear of any Lien other than the liens established under the Financing Documents and other Permitted Exceptions.

3.4Due Authorization, Execution and Delivery.

(a)Agreement.  This Agreement has been duly authorized, executed and delivered by the Company and, when duly executed and delivered by the Purchasers in accordance with its terms, will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

(b)Series D Preferred Stock and the Warrant Shares.  The Series D Preferred Stock has been duly authorized and, when such shares of Series D Preferred Stock are issued as provided herein, such shares will be validly issued, fully paid and non-assessable, free of

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preemptive rights and free from all taxes, liens, charges and security interests known to or created by the Company and no personal liability will attach to the ownership thereof.  When the Warrant Shares are issued pursuant to an exercise of the 2010 Warrants, the Warrant Shares will be validly issued, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests known to or created by the Company and no personal liability will attach to the ownership thereof.  The Board of Directors of the Company has granted all necessary approvals to the transactions contemplated by this Agreement and the exercise of the 2010 Warrants in order to comply with DGCL Section 203(a)(i) with respect to such transactions.

(c)Financing Documents.  Each of the Financing Documents has been duly authorized, executed and delivered by the Company and, when duly executed and delivered by the other parties thereto in accordance with their terms (if applicable), will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

(d)The NYSE Amex has approved the issuance and listing of the Warrant Shares to be issued upon the exercise of the 2010 Warrants.

3.5Non-Contravention; Authorizations and Approvals.  None of (a) the execution and delivery by the Company or any Subsidiary of the Company of any of the Financing Documents to which it is a party, (b) the performance by any of them of their respective obligations thereunder, (c) the consummation of the transactions contemplated thereby or (d) the issuance and delivery of the Series D Preferred Stock and the 2010 Warrants under the Financing Documents will: (i) violate, conflict with or result in a breach of any provisions of the certificate of incorporation or any amendment thereto or bylaws (or comparable constituent or governing documents) of the Com pany or any Subsidiary of the Company; (ii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice, lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations (including any repurchase or repayment obligations) pursuant to, result in the creation of any lien upon any of the properties of the Company or any Subsidiary of the Company under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any contract (including any contract or agreement related to indebtedness), except for any such violations, conflicts, breaches, defaults, accelerations, terminations or other matters which, in the aggregate, could not reasonably be expected to be Material to the Company; ( iii) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, except for those consents, approvals, authorizations, declarations, filings or registrations which have been obtained or made, or the failure of which to obtain or make, in the aggregate, could not be reasonably expected to have a Material Adverse Effect; or (iv) violate any Applicable Laws, except for violations which, in the aggregate, could not reasonably be expected to be Material to the Company.  There is no inquiry, injunction, restraining order, action, suit or proceeding instituted or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person which, in the reasonable opinion of the Company, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect or which seeks to enjoin or seek substantial damages against

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the Company or its Subsidiaries or any of the Purchasers as a result of the issuance and sale of the Series D Preferred Stock or the 2010 Warrants.

3.6Financial Statements; Securities Filings.

(a)The Company has heretofore furnished to the Purchasers its consolidated balance sheets and related statements of income, stockholder’s equity and cash flows (the “Financial Statements”) (i) as of and for the fiscal year ended December 31, 2009 (the “Audit Date”), audited by and accompanied by the report of UHY, LLP, independent public accountants, and (ii) as of and for the fiscal quarters ended March 31, 2010, June 30, 2010 and September 30, 2010. Such Financial Statements present fairly in all material respects the financi al condition and results of operations and cash flows of the Company and its Subsidiaries as of such dates and for such periods.  Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Company and its Subsidiaries as of the dates thereof.  Such Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise noted therein and, subject, in the case of unaudited financial statements, to year-end audit adjustments and the absence of footnotes.

(b)The Company has filed with the Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements, exhibits and other documents required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act (collectively, the “SEC Documents”).  As of its filing date or, if amended, as of the date of the last such amendment, each SEC Document fully complied with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date, or, if amended, as of the date of the last such amendment, each SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.  Each SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.  None of the Subsidiaries is or has been required to file any forms, reports or other documents with the SEC, except insofar as required to file any suc h forms, reports or documents as guarantors of the Company’s indebtedness (or, as with respect to Geokinetics Holdings USA, Inc., issuer of the Company’s indebtedness).  All of the audited consolidated financial statements and unaudited consolidated interim financial statements, as amended, included in the SEC Documents (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) fully comply with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (including Regulation S-X), (iii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under the Exchange Act with respect to Quarterly Reports on Form 10-Q) and (iv) fairly present, in all ma terial respects, the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim

9

financial statements, to normal year end adjustments) of the Company and its consolidated Subsidiaries as of the dates and for the periods referred to therein. The reports of the Company’s independent auditors regarding the Company’s consolidated financial statements in the SEC filings have not been withdrawn, supplemented or modified, and none of the Company or any of the Subsidiaries has received any communication from its independent auditors concerning any such withdrawal, supplement or modification.

(c)The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (i) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

(d)The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including the Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, and, to the knowledge of the Company, other than as set forth in the SEC Documents, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information.

3.7Absence of Undisclosed Liabilities or Events.

(a)Neither the Company nor any Subsidiary has any indebtedness or liabilities (whether or not required under GAAP to be reflected on a balance sheet or the notes thereto) other than those (i) specifically reflected on and fully reserved against in the Financial Statements, (ii) incurred in the Ordinary Course of Business since the Audit Date or (iii) that are not material to the Company or any Subsidiary.

(b)Since the Audit Date, there has been no event, development or circumstance that has caused or could reasonably be expected to cause a Material Adverse Effect.

3.8Investment Company Act.  Neither the Company nor any of its Subsidiaries is or, immediately after receipt of payment for the Series D Preferred Stock and the 2010 Warrants and the consummation of the other transactions contemplated by this Agreement, will be (a) an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended.

3.9Brokerage Fees.  None of the Company or any Subsidiary of the Company has paid, or is obligated to pay, to any Person any brokerage or finder’s fees in connection with the transactions contemplated hereby or by any other Financing Documents.

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SECTION 4

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE PURCHASERS

Each Purchaser, severally and not jointly, represents and warrants to the Company as of the date hereof as follows:

4.1Purchase for Investment.

(a)Such Purchaser is acquiring the Series D Preferred Stock and the 2010 Warrants for its own account, for investment purposes only and not with a view to any distribution thereof within the meaning of the Securities Act.

(b)Such Purchaser understands that the Series D Preferred Stock and the 2010 Warrants have not been and, except as provided in the Registration Rights Agreement with respect to the Warrant Shares, will not be registered under the Securities Act or any state or other securities law, that the Series D Preferred Stock and the 2010 Warrants are being issued by the Company in transactions exempt from the registration requirements of the Securities Act, that it must hold the Series D Preferred Stock indefinitely and not offer or sell the Series D Preferred Stock or the 2010 Warrants except pursuant to effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Sec urities Act and in compliance with applicable state laws.

(c)Such Purchaser further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

(d)Such Purchaser did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to the Purchasers except as otherwise provided for in this Agreement.

(e)Such Purchaser is an Accredited Investor.

(f)The source of funds to be used by such Purchaser to pay the purchase price of the Series D Preferred Stock and the 2010 Warrants purchased by such Purchaser hereunder does not include assets of any employee benefit plan (other than a plan exempt from the coverage of ERISA) or plan or any other entity the assets of which consist of “plan assets” of employee benefit plans or plans as defined in Department of Labor regulation Section 2510.3-101.  As used in this Section 5.1(f), the term “employee benefit plan” shall have the meaning assigned to such term in Section 3 of ERISA, and the term “plan” shall have the meaning assigned thereto in Section 4975(e)(1) of the Code.

4.2Access to Information.  Such Purchaser has been furnished with or has had access to the information it has requested from the Company and its Subsidiaries and has had an opportunity to discuss with the management of the Company and its Subsidiaries the business and financial affairs of the Company and its Subsidiaries, and has generally such knowledge and experience in business and financial matters and with respect to investments in securities of

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privately held companies so as to enable it to understand and evaluate the risks of such investment and form an investment decision with respect thereto, and is capable of bearing the economic risks of such investment.

4.3Corporate Power; Authorization; Enforceability.  The execution, delivery and performance of this Agreement and the other Financing Documents to which such Purchaser is a party are within its corporate or limited partnership, as the case may be, power and authority and have been duly authorized by all necessary action of such Purchaser, do not conflict with or result in a breach of or violate any of such Purchaser’s governing documents or any contract to which such Purchaser is a party or by which its assets are bound or any Applicable Laws and constitute legal, valid and binding agreements of such Purchaser enforceable against it in accordance with their respective terms, su bject to the Enforceability Exceptions.

4.4No Actions or Proceedings.  There are no legal or governmental actions, suits or proceedings pending or, to any Purchaser’s knowledge, threatened against or affecting such Purchaser, or any of their respective properties or assets which, if adversely determined, in the aggregate, could reasonably be expected to materially and adversely affect the ability of such Purchaser to consummate any of the transactions contemplated by the Financing Documents.

SECTION 5

COVENANTS

5.1Allocation of Purchase Price.  On or before December 31, 2010, the Company and the Purchasers will mutually agree on an allocation of the Purchase Price between the Series D Preferred Stock and the 2010 Warrants issued to the Purchasers pursuant to the terms of this Agreement.

5.2Classification.  From and after Closing, during the period that the Series D Preferred Stock and the Warrants are outstanding, the Company will use best efforts to not be treated as a United States real property holding corporation within the meaning of Section 897(c) (2) of the Code.

SECTION 6

EXPENSES, INDEMNIFICATION AND CONTRIBUTION; TERMINATION

6.1Expenses.  The Company will, upon Closing, after presentation of a reasonable summary invoice therefore, reimburse the Purchasers for all reasonable expense (including reasonable and documented attorney’s and accountant’s fees and disbursements) incurred by the Purchasers in connection with the transactions contemplated by this Agreement and the other Financing Documents and in connection with any amendments, waivers or consents under or in respect of this Agreement or the other Financing Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the Purchaser’s reasonable and documented out-of-pocket exp enses in connection with the Purchaser’s examinations and appraisals of the Company’s properties, books and records; (b) the reasonable and documented out-of-pocket costs and expenses incurred in enforcing, defending or declaring

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(or determining whether or how to enforce, defend or declare) any rights or remedies under this Agreement or the other Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the other Financing Documents; and any fees incurred by the Purchasers in connection with any governmental consents or filings (including any fees incurred in connection with any HSR Act filing).  The Company will pay, and will hold the Purchasers harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders in relation to the Transactions.

6.2Indemnification.  The Company shall indemnify and hold harmless the Purchasers and each of their respective Affiliates, partners, stockholders, members, officers, directors, agents, employees and controlling persons (collectively, the “Indemnitees”) from and against any and all actual losses, claims, damages or liabilities to any such Indemnitee in connection with or as a result of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by the Company pursuant to this Agreement.

6.3Survival.  The obligations of the Company under this Section 6 will survive the payment or transfer of any Series D Preferred Stock or 2010 Warrants, the Closing, the enforcement, amendment or waiver of any provision of this Agreement and the termination of this Agreement.

6.4Tax Treatment of Indemnification Payments.  Each of the Closing Payment, the payments described in Section 2.7 and any indemnification payment pursuant to this Agreement shall be treated for federal, state, local and foreign Tax purposes as an adjustment to the Purchase Price for the applicable Purchaser.

SECTION 7

MISCELLANEOUS

7.1Notices.  Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when received if transmitted via telecopy (or other facsimile device) to the number set out below for the applicable party, (b) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service or (c) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address set forth below, or at such other ad dress as such party may specify by written notice to the other party hereto:

(a)if to the Avista Entities or their nominee, to them or their nominee to Avista Capital Holdings, L.P., 65 East 65th Street, 18th Floor, New York, NY 10022, Attention:  General Counsel, Facsimile 212-593-6901, with a copy to Gardere Wynne Sewell LLP, 1000 Louisiana, Suite 3400, Houston, Texas 77002, Attention: Steven D. Rubin, Esq., or at such other address as the Avista Entities or its nominee shall have specified to the Company in writing;

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(b)if to Petroleum Geo-Services ASA, to Petroleum Geo-Services ASA, Strandveien 4, P.O. Box 89, N-1325 Lysaker, Norway, Attention:  General Counsel, Facsimile:  +47 67 53 68 83, with a copy to Baker Botts L.L.P., One Shell Plaza, 910 Louisiana Street, Houston, Texas  77002, Attention:  Joe S. Poff, Facsimile:  713-229-7710;

(c)if to Steven Webster, to Steven Webster, c/o Avista Capital Holdings, L.P., 1000 Louisiana, 12th Floor, Houston, Texas 77002, Facsimile: 713-328-1097;

(d)if to Levant, to Levant America S.A., c/o Kenneth H. Hannan, Jr., Colonial Navigation, 750 Lexington Avenue, 20th Floor, New York, New York 10022, Facsimile: 212-319-2828;

(e)if to William R. Ziegler, c/o Satterlee Stephens Burke & Burke LLP, 230 Park Avenue, Suite 1130, New York, New York 10109, Facsimile: 212-818-9601;

(f)if to the Christopher M. Harte 1992 Family Exempt Trust to: David Sinak, Trustee, c/o Gibson Dunn & Crutcher, 2100 McKinney Avenue, Suite 1100, Dallas, Texas 75201, Facsimile: 214-571-2900;

(g)if to the Company, to Geokinetics Inc., 1500 City West Blvd., Suite 800, Houston, Texas 77042, Attention: Richard F. Miles, Facsimile: 713-850-7330, with a copy to Haynes and Boone LLP, 1 Houston Center, 1221 McKinney, Houston, Texas 77010 Attention: George G. Young, III, Esq.

7.2Benefit of Agreement and Assignments.

(a)Nothing in this Agreement or any other Financing Document, express or implied, shall give to any Person other than the parties hereto or thereto (not including successors or assigns) any benefit or any legal or equitable right, remedy or claim under this Agreement.

(b)No party hereto may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the other parties hereto; provided, however, that the Purchasers may assign the rights to purchase all or any portion of the Series D Preferred Stock or the 2010 Warrants allocated to such Purchaser pursuant to Schedule 2.2 to any, direct or indirect, wholly owned subsidiary of such Purchaser, subject to the ability of such subsidiary to make the representations and warranties set forth in Section 4, and each such Person shall be entitled to the full benefit of this Agreement as if such Person were a Purchaser hereunder.

7.3No Waiver; Remedies Cumulative.  No failure or delay on the part of any party hereto in exercising any right, power or privilege hereunder and no course of dealing between the Company and any other party shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under the Certificate of Designation preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder.  The rights and remedies provided herein and in the Certificate of Designation are cumulative and not exclusive of any rights or remedies that the parties would otherwise have.  No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances or

14

constitute a waiver of the rights of the other parties hereto to any other or further action in any circumstances without notice or demand.

7.4Amendments, Waivers and Consents.  This Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with the written consent of the Company and the other parties hereto.  No amendment or waiver of this Agreement will extend to or affect any obligation, covenant, agreement not expressly amended or waived or thereby impair any right consequent thereon.  As used herein, the term this “Agreement” and references thereto shall mean this Agreement as it may from time to time be amended, supplemented or modified.

7.5Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.  For the purposes of the Closing, signatures transmitted via telecopy (or other facsimile device) or electronic mail will be accepted as original signatures.

7.6Headings.  The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

7.7Survival of Covenants and Indemnities.  All covenants and indemnities set forth herein shall survive the execution and delivery of this Agreement and the issuance of the Series D Preferred Stock, the 2010 Warrants and the Warrant Shares.

7.8Governing Law; Submission to Jurisdiction; Venue.

(a)THIS AGREEMENT AND THE SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

(b)If any action, proceeding or litigation shall be brought by any Purchaser in order to enforce any right or remedy under this Agreement, the Series D Preferred Stock or the 2010 Warrants, the Company hereby consents and will submit, and will cause its Subsidiaries to submit, to the jurisdiction of any state or federal court of competent jurisdiction sitting within the area comprising the Southern District of New York on the date of this Agreement.  The Company hereby irrevocably waives any objection, including, but not limited to, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action, proceeding or litigation in such jurisdictio n.  The Company further agrees that it shall not, and shall cause its Subsidiaries not to, bring any action, proceeding or litigation arising out of this Agreement, the Series D Preferred Stock or the 2010 Warrants in any state or federal court other than any state or federal court of competent

15

jurisdiction sitting within the area comprising the Southern District of New York on the date of this Agreement.

(c)The Company irrevocably consents to the service of process of any of the aforementioned courts in any such action, proceeding or litigation by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Company at its address set forth in Section 7.1, such service to become effective thirty (30) days after such mailing.

(d)Nothing herein shall affect the right of any Purchaser to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company in any other jurisdiction.  If service of process is made on a designated agent it should be made by either (i) personal delivery or (ii) mailing a copy of summons and complaint to the agent via registered or certified mail, return receipt requested.

(e)THE COMPANY AND EACH PURCHASER HEREBY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT, THE SERIES D PREFERRED STOCK OR THE 2010 WARRANTS.

7.9Severability.  If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable to the extent of such illegality, invalidity or unenforceability and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

7.10Entirety.  This Agreement together with the other Financing Documents represents the entire agreement of the parties hereto and thereto, and supersedes all prior agreements and understandings, oral or written, if any, relating to the Financing Documents or the transactions contemplated herein or therein.

7.11Survival of Representations and Warranties.  All representations and warranties made by the Company herein shall survive the execution and delivery of this Agreement, the issuance and transfer of all or any portion of the Series D Preferred Stock and the issuance of the Warrant Shares in accordance with the Certificate of Designation, and any other obligations hereunder, regardless of any investigation made at any time by or on behalf of the Purchasers.

7.12Construction.  Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

7.13Incorporation.  All Exhibits and Schedules attached hereto are incorporated as part of this Agreement as if fully set forth herein.

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7.14Non-Recourse.  Except as explicitly provided in this Agreement, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney or representative of the Company or the Purchasers shall in such capacity have any liability for any obligations or liabilities of the Company or any Purchaser, respectively, under this Agreement or for any claim (under tort or contract law) based on, in respective of, or by reason of, the transactions contemplated hereby.

7.15Further Assurances.  Each of the parties hereto shall, upon reasonable request of any other party hereto, do, make and execute all such documents, acts, matters and things as may be reasonably required in order to give effect to the transactions contemplated hereby.

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

GEOKINETICS INC.
By:	/s/ Richard F. Miles
Name:	Richard F. Miles
Title:	President
AVISTA CAPITAL PARTNERS, L.P.
By:	AVISTA CAPITAL PARTNERS GP, LLC, its general partner
By:	/s/ Jeff Gunst
	Jeff Gunst,
	Authorized Signatory
AVISTA CAPITAL PARTNERS (OFFSHORE), L.P.
By:	AVISTA CAPITAL PARTNERS GP, LLC, its general partner
By:	/s/ Jeff Gunst
	Jeff Gunst,
	Authorized Signatory
PETROLEUM GEO-SERVICES ASA
By:	/s/ Gottfred Langseth
Name:	Gottfred Langseth
Title:	Chief Financial Officer

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PETROLEUM GEO-SERVICES, INC.
By:	/s/ James E. Brasher
Name:	James E. Brasher
Title:	Vice President

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LEVANT AMERICA S.A.
By:	/s/ K.H. Hannan, Jr.
Name:	K.H. Hannan, Jr.
Title:	Attorney-in-fact
/s/ William R. Ziegler
WILLIAM R. ZIEGLER
/s/ Steven Webster
STEVEN WEBSTER
CHRISTOPHER M. HARTE
1992 FAMILY EXEMPT TRUST
By:	/s/ David Sinak
	David Sinak, Trustee

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EX-4.2

Exhibit 4.2

CERTIFICATE OF DESIGNATION OF

SERIES D JUNIOR 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:

The undersigned, Richard F. Miles, President and Chief Executive Officer of the Corporation, does hereby state and certify that the Board of Directors for the Corporation, by resolution dated as of December 13, 2010, 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, 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 (as amended, 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 D Junior Preferred Stock (the “Series D Preferred Stock”), to consist of 120,000 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 thereof, shall be, in addition to those set forth in the Corporation’s Certificate of Incorporation, as follows:

(1)Series D Preferred Stock.

(a)Dividends.  The holders of Series D Preferred Stock, prior and in preference to any declaration or payment of any dividend on any class or series of capital stock of the Corporation, other than the Corporation’s Series B Preferred Stock, the Corporation’s Series C Preferred Stock and any other series of capital stock of the Corporation which by its terms is expressly senior to the Series D Preferred Stock, 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 11.50% per annum, compounded quarterly effective as of the date of issuance of the Series D Preferred Stock, of the Original Issue Price (defined in Section l(b)(i) below) for each share of Series D Preferred Stock, except to the extent any quarterly dividend is

paid in full in cash on a Cash Dividend Payment Date, in which case the Dividend Rate shall mean 10.50% for the dividend paid on such Cash Dividend Payment Date.  All unpaid dividends on Series D Preferred Stock shall be cumulative and shall accrue (if not paid in cash), compounding quarterly, regardless of whether or not the Corporation shall have funds legally available for the payment of such dividends.  For purposes hereof, “Cash Dividend Payment Date” means March 31, June 30, September 30, and December 31 of each year commencing on March 31, 2011.

(b)Liquidation Preference.

(i)The holders of Series D Preferred Stock, in the event of any Liquidation Event (as defined below), either voluntary or involuntary, shall be entitled to receive, after satisfaction of liabilities owed to the Corporation’s creditors and holders of the Series B Preferred Stock, Series C Preferred Stock , and any other class of stock which by its terms is expressly senior to the Series D Preferred Stock, but 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 (A) the sum of the Original Issue Price (as defined below) for the Series D 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 D 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 D 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 D Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to the Series D 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 (1) Avista Capital Partners, L.P. and its affiliates (collectively, “Avista”); (2) Petroleum Geo-Services ASA and its affiliates (collectively, “PGS”) and (3) Avista and PGS together, in the event they have agreed to act together as a group as contemplated by Rule 13d-5(b) of the Securities Exchange Act of 1934, as amended), 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 75% of the outstanding Series D Preferred Stock. Notwithstanding the foregoing, if the Liquidation Event occurs prior to December 15, 2015, the holders of the Series D Preferred Stock shall be entitled to receive only such portion of the Liquidation Preference Amount as, from time to time, the Corporation is entitled to pay to such holders as a “Restricted Payment” as defined in and in accordance with, Section 4.09 of the Indenture, dated December 23, 2009, for the Corporation’s senior secured notes due December 15, 2014.

(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 D Preferred Stock on December 15, 2016.  Each share of Series D 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 D Preferred Stock, an amount equal to the Liquidation Preference Amount.  The Corporation, at its option, may redeem the Series D Preferred Stock in whole or in part: (i) on any business day on or prior to December 31, 2013, for an amount equal to 110% of the Redemption Price; (ii) on any business day during 2014, for an amount equal to 105% of the Redemption Price; and (iii) on any business day from and after January 1, 2015 prior to December 15, 20 16, at 100% of the Redemption Price.

Notice of redemption shall be given by the Corporation to the holders of the Series D Preferred Stock not less than 5 business days prior to the redemption date. If less than all of the outstanding shares of the Series D Preferred Stock are to be redeemed, the shares of the Series D Preferred Stock to be redeemed shall be selected by the Corporation on a method that most nearly approximates a pro rata basis of each holder’s shares of Series D Preferred Stock.  In no event will the Redemption Price payable on any redemption date be less than $1,000,000.00.

(d)Approval Rights.  So long as at least 100,000 shares of Series D Preferred Stock remain outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent, as provided by law) of holders of not less than 75% of the then-outstanding shares of the Series D 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), including, but not limited to, any amendment to the terms of any series of the Corporation’s preferred stock;

(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 D Preferred Stock or increase the authorized number of shares of the Series D 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 D 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.

[SIGNATURES ON FOLLOWING PAGE]

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 14th day of December, 2010.

GEOKINETICS INC.
By:	/s/ Richard F. Miles
	Richard F. Miles, President and
	Chief Executive Officer

EX-4.3

Exhibit 4.3

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1993, AS AMENDED, OR ANY RULE PROMULGATED UNDER SUCH ACT WHICH IS A SUCCESSOR TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY THE SECURITIES.

SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON DECEMBER 15, 2016 (THE “EXPIRATION DATE”).

No.

GEOKINETICS INC.

WARRANT TO PURCHASE                    SHARES OF

COMMON STOCK, PAR VALUE $0.01 PER SHARE

For VALUE RECEIVED,                                    (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from Geokinetics Inc., a Delaware corporation (“Company”), at any time from and after the Initial Exercise Date (as defined below) and not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an exercise price per share equal to $9.64 (the exercise price in effect being herein called the “Warrant Price”),                    shares (“Warrant Shares”) of the Company’s Common Stock, par value $0.01 per share (“Common Stock
48;).  The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.

This Warrant is one of a series of Warrants of like tenor issued by the Company pursuant to that certain Series D and Warrant Purchase Agreement dated December 14, 2010, among the Company and the Investors named therein (the “Purchase Agreement”), and initially covering an aggregate of up to 3,495,000 shares of Common Stock (collectively, the “2010 Warrants”).

As used herein, “Initial Exercise Date” shall mean December 14, 2010.

Section 1.Registration.  The Company shall maintain books for the transfer and registration of the Warrant. Upon the initial issuance of this Warrant, the Company shall issue and register the Warrant in the name of the Warrantholder.

1

Section 2.Transfers.  As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration.  Subject to such restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained by the Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company, including, if required by the Company, an opinion of its counsel to the effect that su ch transfer is exempt from the registration requirements of the Securities Act, to establish that such transfer is being made in accordance with the terms hereof, and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company.

Section 3.Exercise of Warrant.  (a) Subject to the provisions hereof, the Warrantholder may exercise this Warrant, in whole or in part, at any time after the Initial Exercise Date and prior to its expiration upon surrender of the Warrant, together with delivery of a duly executed Warrant exercise form, in the form attached hereto as Appendix A (the “Exercise Agreement”) and payment of the aggregate Warrant Price in the manner set forth in Section 3(b) for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the Warrantholder).  The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or the Warrantholder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered (or the date evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company has been provided to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered. Certificates for the Warrant Shares so purchased shall be delivered to the Warrantholder within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised.  The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, as specified in th e Exercise Agreement.  If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised.  As used herein, “business day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.  Each exercise hereof shall constitute the re-affirmation by the Warrantholder that the representations and warranties contained in Section 4 of the Purchase Agreement are true and correct in all material respects with respect to the Warrantholder as of the time of such exercise.  Notwithstanding the foregoing, to effect the exercise of the Warrant hereunder, the Warrantholder shall not be required to physically surrender this Warrant to the Company unless the entire Warrant is exercised.  The Warrantholder and the Company shall maintain records showing the amount exercised and the dates of such exercise.  The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provision of the paragraph, following exercise of a portion of the Warrant, the number of Warrant Shares of this Warrant may be less than the amount stated on the face hereof.

(b)Payment of the Warrant Price may be made, in whole or in part and in any combination of the following at the discretion of the holder: (i) by cash, certified check or wire transfer of funds, (ii) delivery of a number of shares of Series C Preferred Stock of the Company owned by the Warrantholder, with signed stock powers attached endorsed in blank, having a value equal to the Liquidation Preference Amount (as defined in the Certificate of Designations filed by the Company with respect to such preferred stock), plus accrued but unpaid dividends thereon, equal to the applicable Warrant Price, (iii) delivery of a number of shares of Series D Preferred Stock of the Company owned by the Warrantholder, with signed stock powers attached endorse d in blank, having a value equal to the Liquidation Preference Amount (as defined in the Certificate of Designations filed by the Company with respect to such preferred stock), plus accrued but unpaid dividends thereon, equal to the applicable Warrant Price or (iv) by cashless exercise as provided in Section 18 below.

Section 4.Compliance with the Securities Act of 1933.  Except as provided in the Purchase Agreement, the Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

Section 5.Payment of Taxes.  The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the Warrantholder in respect of which such shares are issued, and in such case, the Company shall not be required to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company’s reasonable satisfaction that such tax has been paid.  The Warrantholder shall be responsible for income taxes due under federal, state or other law, if any such tax is due.

Section 6.Mutilated or Missing Warrants.  In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon surrender and cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company.

Section 7.Reservation of Common Stock.  At any time when this Warrant is exercisable, the Company shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 7, out of the authorized and unissued shares of Common Stock, sufficient shares to provide for the exercise of the rights of purchase represented by this Warrant.  The Company agrees that all Warrant Shares issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.

Section 8.Adjustments.  Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.

A.Warrant Price Adjustment.

1.If the Company shall issue, on or after the Initial Exercise Date and on or prior to the second anniversary of the Initial Exercise Date, any Additional Stock (as defined below) for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Additional Stock, the Warrant Price shall forthwith be adjusted to a price equal to the per share consideration paid or given for such Additional Stock.  If the Company shall issue, after the second anniversary of the Initial Exercise Date, any Additional Stock for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Additional Stock, the Warrant Price in effect immediately prior to each such issuance shall forthwith be adjusted to a price determined by multiplying such Warrant 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 Company for such issuance would purchase at such Warrant 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 8(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 co nversion 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 Warrant Price 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 8(A)(5)(c) and (5)(d), no adjustment of such Warrant Price pursuant to this subsection 8(A)(2) shall have the effect of increasing the Warrant Price above t he Warrant 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 the

Company 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 value thereof as determined by the Board of Directors irrespective of any accounting treatment. In the event that the Warrantholder disagrees with the determination of the fair market value of any consideration and the Board of Directors of the Company and the Warrantholder are unable to agree upon such fair market value, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters.  The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder.

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 8(A)(3) and 8(A)(4)), if any, received by the Company upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidiluti on 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 Company 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 Company (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 8(A)(3) and 8(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 Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable shares, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

d.The number of shares of Additional Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 8(A)(5)(a) and (b) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 8(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 8(A)(5)) by the Company on or after the Initial Exercise 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 the Company’s Board of Directors;

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

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

a.In the event the Company should at any time or from time to time after the Initial Exercise 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 Warrant Price 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.

b.If the number of shares of Common Stock outstanding at any time after the Initial Exercise Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Warrant Price 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.

C.Warrant Share Adjustment.  If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lie u of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation t hereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant.  The provisions of this Section 8(C) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.

Section 9.Fractional Interest.  The Company shall not be required to issue fractions of Warrant Shares upon the exercise of this Warrant.  If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 9, be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising Warrantholder an amount in cash equal to the Market Price of such fractional share of Common Stock on the date of exercise.  “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed on a nation al stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior

to the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc. (“Nasdaq”), the National Association of Securities Dealers, Inc. OTC Bulletin Board (the “Bulletin Board”) or such similar quotation system or association, the closing sale price of one share of Common Stock on Nasdaq, the Bulletin Board or such other quotation system or association on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board or such other quotation system or association, the fair market value of one share of Common Stock as of the Valuation Date, as determined in good faith by the Board of Directors of the Compa ny and the Warrantholder.  In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters.  The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder.

Section 10.Extension of Expiration Date.  If the Company defers the filing of any Registration Statement covering Registrable Securities (unless otherwise defined herein, capitalized terms are as defined in the Second Amended and Restated Registration Rights Agreement dated February 12, 2010, as amended (the “Registration Rights Agreement”)) pursuant to Section 2.1(h) of the Registration Rights Agreement occurs, and the deferral (whether alone, or in combination with any other deferral) continues for more than 90 days in any twelve-month period, or for more than a total of 90 days, then the Expiration Date of this Warrant shall be extended one day for each day beyond the 90-day limits, as the case may be, that the deferral continues.

Section 11.Benefits.  Nothing in this Warrant shall be construed to give any person, firm or corporation (other than the Company and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder.

Section 12.Notices to Warrantholder.  Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment.

Section 13.Identity of Transfer Agent.  The Transfer Agent for the Common Stock is BNY/Mellon Shareholder Services LLC. Upon the appointment of any subsequent transfer agent for the Common Stock or other shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrant, the Company will mail to the Warrantholder a statement setting forth the name and address of such transfer agent.

Section 14.Notices.  Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given and received

as hereinafter described (i) if given by personal delivery, then such notice shall be deemed received upon such delivery, (ii) if given by telex or facsimile, then such notice shall be deemed received upon receipt of confirmation of complete transmittal, (iii) if given by certified mail return receipt requested, then such notice shall be deemed received upon the day such return receipt is signed, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier. Copies of such notices shall also be transmitted by email to the email address provided for on the signature page of the Purchase Agreement.  All notices shall be addressed as follows: if to the Warrantholder, at its address as set forth in the Company’s books and records and, if to the Company, at the address as follows, or at such other address as the Warrantholder or the Company may designate by ten days’ advance written notice to the other:

If to the Company:

Geokinetics Inc.

1500 City West Blvd.

Suite 800

Houston, Texas 77042

Attention: Richard F. Miles

Fax: (281) 848-6824

With a copy to:

Haynes and Boone, LLP

1 Houston Center

1221 McKinney Street

Suite 2100

Houston, Texas 77010

Attention: George G. Young, III

Fax: (713) 547-2600

Section 15.Registration Rights.  The Warrantholder is entitled to the benefit of certain registration rights with respect to the shares of Common Stock issuable upon the exercise of this Warrant as provided in the Registration Rights Agreement, and any subsequent Warrantholder shall be entitled to such rights.

Section 16.Successors.  All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder.

Section 17.Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action,

proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE COMPANY AND, BY ITS ACCEPT ANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Section 18.Cashless Exercise.  The Warrantholder may elect to receive, without other payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock of equal value to the value of this Warrant, or any specified portion hereof, by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in the form annexed hereto as Appendix B, duly executed, to the Company. The Company shall use reasonable commercial efforts to permit the exercise of this Warrant by the Warrantholder on a tax-free basis pursuant to this Section 18.  Thereup on, the Company shall issue to the Warrantholder such number of fully paid, validly issued and nonassessable shares of Common Stock as is computed using the following formula:

X =	Y (A - B)
	A

where

X =the number of shares of Common Stock to which the Warrantholder is entitled upon such cashless exercise;

Y =the total number of shares of Common Stock covered by this Warrant for which the Warrantholder has surrendered purchase rights at such time for cashless exercise (including both shares to be issued to the Warrantholder and shares as to which the purchase rights are to be canceled as payment therefor);

A =the Market Price of one share of Common Stock as of the date the net issue election is made; and

B =the Warrant Price in effect under this Warrant at the time the net issue election is made.

Section 19.No Rights as Stockholder.  Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of its ownership of this Warrant.

Section 20.Amendment; Waiver.  Any term of this Warrant may be amended or waived (including the adjustment provisions included in Section 8 of this Warrant) upon the written consent of the Company and the holders of 2010 Warrants representing at least 75% of the number of shares of Common Stock then subject to all outstanding 2010 Warrants; provided, that (x) any such amendment or waiver must apply to all Company Warrants; and (y) the number of Warrant Shares subject to this Warrant, the Warrant Price and the Expiration Date may not be amended, and the right to exercise this Warrant may not be altered or waived, without the written consent of t he Warrantholder.

Section 21.Section Headings.  The section headings in this Warrant are for the convenience of the Company and the Warrantholder and in no way alter, modify, amend, limit or restrict the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as on the 14th day of December, 2010.

GEOKINETICS INC.

By:

Name: Richard F. Miles

Title: President

APPENDIX A

GEOKINETICS INC.

WARRANT EXERCISE FORM

To Geokinetics Inc.:

The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant,                            shares of Common Stock (“Warrant Shares”) provided for therein, and requests that certificates for the Warrant Shares be issued as follows:

Name

Address

Federal Tax ID or Social Security No.

and delivered by (certified mail to the above address, or (electronically (provide DWAC Instructions:                                         , or (other (specify):                                                ).

and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder or the undersigned’s Assignee as below indicated and delivered to the address stated below.

Dated:

Note: The signature must correspond with

Signature:

the name of the Warrantholder as written on the first page of the Warrant in every particular, without alteration or enlargement or any change whatever, unless the Warrant has been assigned.
	Name (please print)
	Address

Federal Identification or

Social Security No.

Assignee:

APPENDIX B

GEOKINETICS INC.

NET ISSUE ELECTION NOTICE

To: Geokinetics Inc.:

Date: [                                        ]

The undersigned hereby elects under Section 18 of this Warrant to surrender the right to purchase [                      ] shares of Common Stock pursuant to this Warrant and hereby requests the issuance of [                          ] shares of Common Stock.  The certificate(s) for the shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below.

Signature

Name for Registration

Mailing Address

EX-4.4

Exhibit 4.4

FIRST AMENDMENT TO

SECOND AND RESTATED

REGISTRATION RIGHTS AGREEMENT

FIRST AMENDMENT (the “Amendment”) to that certain Second Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) dated February 12, 2010, among Geokinetics Inc., a Delaware corporation (including its successors, the “Company”), Avista Capital Partners, L.P., a Delaware limited partnership, Avista Capital Partners (Offshore), L.P., a Bermuda limited partnership (together with Avista Capital Partners, L.P., the “Avista Holders”), Levant America S.A., a Liberian corporation (“Levant”), and Petroleum Geo-Services ASA, a Norwegian corporation (“PGS,” and collectively with the Avista Holders and Levant, the “Security Holders”).

Capitalized terms not otherwise defined herein shall have the meanings specified for such terms in the Registration Rights Agreement.

WHEREAS, the Avista Holders, PGS and Levant collectively constitute Requesting Holders;

NOW THEREFORE, the undersigned hereby agree as follows:

1.The first sentence of Section 2.1(i) of the Registration Rights Agreement is hereby amended and restated to read in its entirety as follows:

(i)In lieu of any of the Demand Registration and if the Company has established a “shelf offering” of newly issued shares of Common Stock (the “Company Shelf Shares”) under the Securities Act to be made on a continuous basis pursuant to Rule 415 on Form S-3 (the “Company Shelf”), each of the Avista Holders and PGS may issue a Demand Request for the Company to sell Company Shelf Shares and use the proceeds from such sale to purchase all or any portion of (i) t he Registrable Shares held by such Requesting Holder (the “Shelf Funded Repurchase”) at a price equal to the price at which the Company Shelf Shares were sold less any underwriting discounts and commission (the “Net Price”) or (ii) to purchase all or any portion of any warrants to purchase Registrable Shares held by such Requesting Holder at a price per Registrable Share underlying the warrant (“Warrant Share”) equal to the Net Price less the applicable exercise price per Warrant Share.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first written above.

GEOKINETICS INC.
By:	/s/ Richard F. Miles
Name:	Richard F. Miles
Title:	President

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	PETROLEUM GEO-SERVICES ASA
	By:	/s/ Gottfred Langseth
	Name:	Gottfred Langseth
	Title:	Chief Financial Officer
	Address:
	Strandveien 4
	P.O. Box 89
	N-1325 Lysaker
	Norway
	Attention: General Counsel
	Facsimile: +47 67 53 68 83
Copy to:
	Baker Botts L.L.P.
	One Shell Plaza
	910 Louisiana
	Houston, Texas 77002
	Attention: Joe S. Poff
	Facsimile: (713) 229-7710

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	AVISTA CAPITAL PARTNERS, L.P.
	By: AVISTA CAPITAL PARTNERS GP, LLC, its general partner
	By:	/s/ Jeff Gunst
		Jeff Gunst
		Authorized Signatory
	Address:
	1000 Louisiana Street, Suite 1200
	Houston, Texas 77002
	Telecopy: (713) 328-1097
	Attention: Jeff Gunst
	AVISTA CAPITAL PARTNERS (OFFSHORE), L.P.
	By: AVISTA CAPITAL PARTNERS GP, LLC, its general partner
	By:	/s/ Jeff Gunst
		Jeff Gunst
		Authorized Signatory
	Address:
	1000 Louisiana Street, Suite 1200
	Houston, Texas 77002
	Telecopy: (713) 328-1097
	Attention: Jeff Gunst
Copy to:
	Gardere Wynne Swell LLP
	1000 Louisiana Street, Suite 3400
	Houston, Texas 77002
	Facsimile: (713) 276-6202
	Attention: Steven D. Rubin

4

LEVANT AMERICA S.A.
By:	/s/ K.H. Hannan, Jr.
K. H. Hannan, Jr.
Attorney in Fact
Colonial Navigation Company, Inc.
750 Lexington Ave. 26th Floor
New York, New York 10022
Telecopy: (212) 319-2826
Attention: K. H. Hannan, Jr.

5

EX-10.1

Exhibit 10.1

EXECUTION COPY

WAIVER AND AMENDMENT NO. 3
TO THE CREDIT AGREEMENT

Dated as of December 13, 2010

WAIVER AND AMENDMENT NO. 3 TO THE CREDIT AGREEMENT (this “Amendment”) among GEOKINETICS HOLDINGS USA, INC., a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and ROYAL BANK OF CANADA, as agent (the “Agent”) for the Lenders.

PRELIMINARY STATEMENTS:

(1)The Borrower, the Lenders and the Agent have entered into a Credit Agreement dated as of February 12, 2010 (as amended by Amendment No. 1 to the Credit Agreement dated as of June 30, 2010 and Waiver and Amendment No. 2 to the Credit Agreement dated as of October 1, 2010, and as otherwise amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2)The Borrower has requested a waiver of any Default or Event of Default resulting from the failure by the Loan Parties to comply with the requirements of Section 7.18 of the Credit Agreement for the fiscal month ended November 30, 2010 and the requirements of Sections 7.13, 7.14 and 7.15 of the Credit Agreement for the fiscal quarter ending December 31, 2010 (collectively, the “Specified Defaults”).

(3)The Lenders are, on the terms and conditions stated below, willing to grant the request of the Borrower and the Borrower and the Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

SECTION 1.Waiver.  (a)In reliance upon the representations, warranties and covenants of Borrower and the other Loan Parties contained in this Amendment, and subject to the terms and conditions of this Amendment, the Lenders hereby waive the Specified Defaults.

(b)Each Lender reserves the right, in its discretion, to exercise any or all of its rights and remedies under the Credit Agreement and the other Loan Documents as a result of any Event of Default which may be continuing on the date hereof or any Event of Default which may occur after the date hereof (other than the Specified Defaults), and each Lender has not waived any such Event of Default (other than the Specified Defaults), rights or remedies, and nothing in this Amendment, and no delay on its part in exercising any such rights or remedies, should be construed as a waiver of any such Events of Default (other than the Specified Defaults), rights or remedies.

SECTION 2.Amendments to Credit Agreement.  The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 3, hereby amended as follows:

(a)Section 1.01 is amended by adding the following new definition thereto in the proper alphabetical order:

“Account” has the meaning ascribed to such term in the UCC, including all rights to payment for goods sold or leased, or for services rendered and all rights to payment under any Capitated Contract owing to a Loan Party.

“Account Debtor” has the meaning ascribed to such term in the UCC.

“Amendment No. 3 Effective Date” means the date of effectiveness of the Waiver and Amendment No. 3 to the Credit Agreement, dated as of December 13, 2010.

“Borrowing Base” means, at any time of determination, the sum of: (a) 80% of Eligible Receivables and (b) the lesser of (i) 50% of the Net Orderly Liquidation Value and (ii) the Fixed Asset Value minus (c) the Senior Notes Interest Reserve.

“Eligible Receivables” means all Accounts in the United States and Canada owing to a Loan Party subject to the Lien of the Collateral Documents, the value of which shall be their book value determined in accordance with GAAP, and which satisfy all of the criteria set forth below. The criteria as of the Amendment No. 3 Effective Date for an Account to be included in Eligible Receivables are the following:

(a)Accounts payable in U.S. Dollars that arise out of sales of goods or rendering of services in the ordinary course of, and on terms that are customary in, the relevant Loan Party’s business;

(b)Accounts that are not owing from any Person that is an employee, stockholder, director, subsidiary or affiliate of any Loan Party;

(c)Accounts that are not more than 90 days past original invoice date;

(d)Accounts that are not owing from any Person that (i) has disputed liability for any Account owing from such Person or (ii) has otherwise asserted any claim, demand or liability against the Borrower or any of its Subsidiaries, whether by action, suit, defense, discount, counterclaim, reserve, recoupment or otherwise; provided that for purposes of this clause (d), such Accounts shall be excluded only to the extent of the amounts being disputed or claimed by such Person at any date of determination;

(e)Accounts with respect to which the representations and warranties set forth in Article III of the Pledge and Security Agreement applicable to Accounts are correct in all material respects;

(f)Accounts in respect of which the Pledge and Security Agreement, after giving effect to the related filings of financing statements that have then been made, if any, creates and has not ceased to create a valid and perfected first priority lien or security interest in favor of the Administrative Agent, on behalf of the Secured Parties, securing the Obligations;

(g)Which, if such account is in the form of a cost report receivable owing from any governmental agency, the Administrative Agent has agreed to include it in the Borrowing Base;

(h)Which is not an account to which reimbursement has been finally denied by the Account Debtor (for purposes hereof, denial of reimbursement in connection with a request by the Account Debtor for further information or documentation that will be provided by the Company shall not be deemed a final denial of reimbursement);

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(i)Which is recorded as an “Account” on the books and records of the applicable Loan Party and is a true and correct statement of a bona fide indebtedness incurred in the amount of the Account with respect to a money obligation owed by the Account Debtor;

(j)upon which the applicable Loan Party’s right to receive payment is absolute and not contingent upon the fulfillment of any condition;

(k)that is not the obligation of an Account Debtor located in a foreign country, except Canada, unless the obligation is insured by foreign credit insurance or assured by a letter of credit satisfactory to the Administrative Agent;

(l)that is (i) not due and payable on delivery of goods, receipt of documents or receipt of invoice, (ii) not an Account identified as capitation, CASH, CAPCOM and CAPMCAL, on the applicable Loan Party’s books and records, or (iii) due and payable not more than ninety (90) days from the original invoice date, in either case unless otherwise agreed to in writing by the Administrative Agent; and

(m)as to which the Account Debtor has not:

(i)died, suspended business, made a general assignment for the benefit of creditors, become the subject of a petition under the Bankruptcy Code or consented to or applied for the appointment of a receiver, trustee, custodian or liquidator for itself or any of its property;

(ii)had its check in payment of an Account returned unpaid; or

(iii)admitted in writing that it will be unable to pay the Account in accordance with its terms.

“Fixed Asset Value” means $30,000,000, as such amount shall be adjusted based on the most recent appraisal (the first such appraisal to be delivered no later than sixty (60) days after the Amendment No. 3 Effective Date and on an annual basis thereafter, with desk review appraisals to be performed on a semi-annual basis) in form and substance, and by an independent appraisal firm, reasonably satisfactory to the Administrative Agent.

“Maximum Availability” means the lesser of (a) the Revolving Credit Facility and (b) the Borrowing Base.

“Net Orderly Liquidation Value” means the orderly liquidation value with respect to  equipment located in the United States or Canada, net of all expenses estimated to be incurred in connection with such liquidation, based on the most recent appraisal (the first such appraisal to be delivered no later than sixty (60) days after the Amendment No. 3 Effective Date and on an annual basis thereafter, with desk review appraisals to be performed on a semi-annual basis) in form and substance, and by an independent appraisal firm, reasonably satisfactory to the Administrative Agent.

“Senior Notes Interest Reserve” means, for each period set forth below, the amount set forth opposite such period below:

3

For the Fiscal Month Ending	Amount (in thousands)
January 31, 2011	$	2,400
February 28, 2011	$	4,800
March 31, 2011	$	7,200
April 30, 2011	$	10,200
May 31, 2011	$	12,600
June 30, 2011	—
July 31, 2011	$	3,000
August 31, 2011	$	5,400
September 30, 2011	$	8,400
October 31, 2011	$	10,800
November 30, 2011	$	13,200
December 31, 2011	—

; provided, that the Senior Notes Interest Reserve for each period shall be reduced by the amounts deposited in escrow with US Bank National Association during such period, to be applied to repay the Senior Notes.”

(b)The proviso in Section 2.01 is amended and restated in its entirety to read as follows:

“provided, that, after giving effect to any such Borrowing, (x) the Outstanding Amount under the Revolving Credit Facility shall not exceed the Maximum Availability and (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Credit Commitment in effect at such time.  Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.  Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.”

(c)The proviso in Section 2.03(a)(i) is amended and restated in its entirety to read as follows:

“provided, that, no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if after giving effect to such L/C Credit Extension, (w) the Outstanding Amount under the Revolving Credit Facility would exceed the Maximum Availability, (x) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the Outstanding Amount

4

of the L/C Obligations would exceed any L/C Issuer’s Letter of Credit Commitment or (z) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment.”

(d)Section 2.05(b)(iv) is amended and restated in its entirety to read as follows:

“(iv)The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Borrowings comprising part of the same Borrowings and the L/C Advances and Cash Collateralize amounts under Letters of Credit in an amount equal to the amount by which (A) the sum of the aggregate principal amount of (x) Borrowings and (y) L/C Advances plus the aggregate Available Amount of any Letter of Credit then outstanding exceeds (B) the Maximum Availability on such Business Day.”

(e)Section 6.01(g) is amended and restated in its entirety to read as follows:

“(g)Cash Flow Statements; Borrowing Base.  (i) Not later than five (5) Business Days following the last Business Day of every other week, commencing with the first week ending after the Amendment No. 3 Effective Date, rolling 13-week consolidated cash flow statements in form reasonably acceptable to the Administrative Agent and (ii) not later than 15 days following the end of each calendar month, a Borrowing Base report showing the calculation of Eligible Receivables as of the end of such calendar month in form and substance reasonably satisfactory to the Administrative Agent.”

(f)Section 7.06 is hereby amended by adding the following new sentence at the end thereof:

“Anything in clauses (f), (g) and (h) above to the contrary notwithstanding, during the period from January 1, 2011 to December 31, 2011 the Parent or any of its Subsidiaries shall not declare or pay any cash dividends with respect to its Equity Interests, except as permitted by clauses (a) and (b) above.”

(g)Section 7.13 is amended and restated in its entirety to read as follows:

“Section 7.13Total Leverage Ratio.  Permit the Total Leverage Ratio for any Test Period ending on the last day of a fiscal month set forth below to be greater than the ratio set forth opposite such Test Period below:

For the Fiscal Month Ending	Total Leverage Ratio
January 31, 2011	7.00:1.00
February 28, 2011	6.25:1.00
March 31, 2011	5.75:1.00
April 30, 2011	4.50:1.00
May 31, 2011	4.00:1.00
June 30, 2011	3.50:1.00

5

For the Fiscal Month Ending	Total Leverage Ratio
July 31, 2011 and thereafter	3.00:1.00

(h)Section 7.14 is amended and restated in its entirety to read as follows:

“Section 7.14Interest Coverage Ratio.  Permit the Interest Coverage Ratio to be less than 2.50:1.00 (i) for each cumulative period of time from October 1, 2010 to and including the last day of (x) January 2011 and (y) each fiscal month thereafter until and including August 31, 2011 and (ii) for the Test Period ending September 30, 2011 and each Test Period thereafter.”

(i)Section 7.16 is amended and restated in its entirety to read as follows:

“Section 7.16Capital Expenditures.  Make, or permit any of its Subsidiaries to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by the Parent and its Subsidiaries in each Fiscal Year beginning with Fiscal Year 2010 and ending with Fiscal Year ending 2013 to exceed the amount set forth opposite such Fiscal Year (each such amount, the “Base Amount”):

Fiscal Year	Amount
2010	$	150,000,000
2011	$	40,000,000
2012	$	150,000,000
2013	$	150,000,000

;provided, that if, for any such Fiscal Year, the Base Amount exceeds the aggregate amount of Capital Expenditures made by the Parent and its Subsidiaries, as determined on a consolidated basis during such Fiscal Year (the amount of such excess being the “Excess Amount”), the Base Amount for the following Fiscal Year (other than for the Fiscal Year ended December 31, 2011 and the Fiscal year ended December 31, 2012, for which Fiscal Years the applicable Excess Amount shall be zero (0)) shall be automatically adjusted to be equal to the sum of the Base Amount for such year plus such Excess Amount; provided further, that solely for purposes of determining compliance with the Financial Covenant set forth in this Section 7.16, any Capital Expenditures related to  the prefunded amount of any investment in a multi-client data acquisition  pro gram shall be excluded from the calculation of Capital Expenditures if such multi-client program is at least 75% prefunded at the time that surveying commences for such program, provided that the non-prefunded amount of any such multi-client program shall not exceed $5,000,000 in the aggregate for any such program.”

(j)Section 7.18 is amended and restated in its entirety to read as follows:

“Section 7.18Consolidated Adjusted EBITDA.  Permit the Consolidated Adjusted EBITDA for the Parent and its Subsidiaries for each period set forth below to be less than the amount set forth opposite such period below:

6

For the Period	Amount (in thousands)
On and from October 1, 2010 until and including January 31, 2011	$	40,000
On and from October 1, 2010 until and including February 28, 2011	$	46,000
On and from October 1, 2010 until and including March 31, 2011	$	54,000
On and from October 1, 2010 until and including April 30, 2011	$	70,000
On and from October 1, 2010 until and including May 31, 2011	$	81,000
On and from October 1, 2010 until and including June 30, 2011	$	95,000
On and from October 1, 2010 until and including July 31, 2011	$	109,000
On and from October 1, 2010 until and including August 31, 2011	$	109,000
On and from October 1, 2010 until and including September 30, 2011	$	113,000
On and from November 1, 2010 until and including October 31, 2011	$	107,000
On and from December 1, 2010 until and including November 30, 2011	$	103,000
On and from January 1, 2011 until and including December 31, 2011	$	100,000

”

(k)Article 7 is amended by adding at the end thereof a new Section 7.19, to read as follows:

“Section 7.19Liquidity Test.Permit the (a) sum of (i) cash held by the Parent and its Domestic Subsidiaries, (ii) the unutilized commitments under the Revolving Credit Facility and (iii) the Senior Notes Interest Reserve minus (b) accounts payable overdue by more than 90 days for each period set forth below to be less than the minimum limits set forth opposite such period below:

For the Fiscal Month Ending	Amount (in thousands)
January 31, 2011	$	2,500

7

For the Fiscal Month Ending	Amount (in thousands)
February 28, 2011	$	7,500
March 31, 2011	$	10,000
April 30, 2011	$	12,500
May 31, 2011	$	15,000
June 30, 2011	$	5,000
July 31, 2011	$	7,500
August 31, 2011	$	10,000
September 30, 2011	$	12,500
October 31, 2011	$	15,000
November 30, 2011	$	15,000
December 31, 2011	$	2,500

”

SECTION 3.Conditions of Effectiveness.  This Amendment shall become effective as of the date first above written when, and only when, each of the following conditions shall have been satisfied:

(a)The Parent shall have received $30,000,000 in gross cash proceeds from its issuance of Equity Interests, and the net cash proceeds of which shall have been contributed by Parent to the Borrower.

(b)The Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment and the consent attached hereto (the “Consent”) executed by each Guarantor and Grantor.

(c)The Agent shall have received a certificate of the Secretary or Assistant Secretary of the Borrower, in form and substance satisfactory to the Agent, which certificate shall (i) certify as to the incumbency and signature of the officers of the Borrower executing this Amendment, (ii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Borrower, which resolutions shall authorize the execution, delivery and performance of this Amendment and (iii) certify that, as of the date of such certificate (which shall not be earlier than the date hereof), none of such resolutions shall have been amended, supplemented, modified, revoked or rescinded.

(d)The Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Guarantor and Grantor certifying the names and true signatures of the officers of the Guarantors and the Grantors authorized to sign the Consent and the other documents to be delivered hereunder.

8

(e)A certificate signed by a duly authorized officer of the Borrower stating that:

(i)each of the representations and warranties contained in Article V of the Credit Agreement and each other Loan Document is true and correct in all material respects on and as of the date hereof, as if made on and as of such date, except to the extent that such representations and warranties relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references in the Credit Agreement to “this Agreement” and references in each other Loan Document to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby; and

(ii)no event has occurred and is continuing that constitutes a Default (other than the Specified Defaults).

(f)The Borrower shall have paid to the Agent, for the account of each Lender executing this Amendment within the time period required by the Agent in accordance with its Pro Rata Share, a nonrefundable fee equal to 1.00% in respect of such Lender’s Revolving Credit Commitment.

(g)The Borrower shall have paid all fees and expenses of the Agent (including all reasonable fees and out-of-pocket costs and expenses of legal counsel to the Agent) and Opportune LLP for which invoices in reasonable detail have been provided to Borrower at least two Business Days prior to the date hereof.

SECTION 4.Reference to and Effect on the Loan Documents.  (a)  On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b)The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION 5.Costs and Expenses  The Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of Section 11.04 of the Credit Agreement.

SECTION 6.Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier or electronic email of a .pdf copy shall be effective as delivery of a manually executed counterpart of this Amendment.

9

SECTION 7.Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of Page Intentionally Blank]

10

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

GEOKINETICS HOLDINGS USA, INC.,
as Borrower
By	/s/ Gary L. Pittman
	Name: Gary L. Pittman
	Title: Executive Vice President and Chief Financial Officer

ROYAL BANK OF CANADA,
as Agent

By	/s/ Ann Hurley
	Name: Ann Hurley
	Title: Manager, Agency

ROYAL BANK OF CANADA,
as Lender
By	/s/ Jay T. Sartain
	Name: Jay T. Sartain
	Title: Authorized Signatory

PNC BANK N.A.,
as Lender
By	/s/ Anita Inkollu
	Name: Anita Inkollu
	Title: Vice President

CAPITAL ONE, N.A.,
as Lender
By	/s/ David L. Denbina
	Name: David L. Denbina, P.E.
	Title: Senior Vice President

SFS, Inc.,
as Lender
By	/s/ Uri Sky
	Name: Uri Sky
	Title: VP Credit

CONSENT

Dated as of  December     , 2010

The undersigned,                                                   , a                                corporation, as Guarantor under the Guaranty dated February 12, 2010 (the “Guaranty”) in favor of the Agent and the Lenders parties to the Credit Agreement referred to in the foregoing Amendment, hereby consents to such Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such Amendment, the Guaranty is, and shall continue to be, in full force and ef fect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each reference in the Guaranty to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended by such Amendment.

[NAME OF GUARANTOR]
By
	Name:
	Title:

CONSENT

Dated as of  December     , 2010

The undersigned,                                                   , a                                corporation, as Grantor under the Pledge and Security Agreement dated February 12, 2010 (the “Pledge and Security Agreement”) in favor of the Agent and the Lenders parties to the Credit Agreement referred to in the foregoing Amendment, hereby consents to such Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such Amendment, the Pledge and Security Agreement is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each reference in the Pledge and Security Agreement to the “Senior Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended by such Amendment.

[NAME OF GRANTOR]
By
	Name:
	Title:

EX-99.1

Exhibit 99.1

NEWS RELEASE

Geokinetics Completes $30 Million Private Placement of Junior Preferred Stock

HOUSTON, TEXAS — December 14, 2010 — Geokinetics Inc. (NYSE AMEX: GOK) today announced the closing of a $30 million private placement of 120,000 shares of a new series of junior preferred stock and warrants to purchase 3,495,000 shares of common stock with affiliates of Avista Capital Partners, Petroleum Geo-Services and other existing shareholders. The warrants have an exercise price of $9.64 per share (subject to adjustment) and expire in December 2016. Geokinetics intends to use the net proceeds from the placement to repay indebtedness and for general corporate purposes.

The securities sold in this private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and accordingly may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Geokinetics Inc.

Geokinetics Inc. is a leading provider of seismic data acquisition, seismic data processing services and multi-client seismic data to the oil and gas industry worldwide. Headquartered in Houston, Texas, Geokinetics is the largest Western contractor acquiring seismic data onshore and in transition zones in oil and gas basins around the world. Geokinetics has the crews, experience and capacity to provide cost-effective world class data to our international and North American clients. For more information on Geokinetics, visit www.geokinetics.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Geokinetics expects, believes or anticipates will or may occur in the future are forward-looking statements.  These statements include but are not limited to statements about our ability to comply with covenants in our credit facilities, the business outlook for the year, future contract awards, financial performance and statements with respect to future events. These statements are based on certain assumptions made by Geokinetics based on management’s experience and perception of historical trends, industry conditions, market position, future operations, profitability, liquidity, backlog, capital resources and other factors believed to be appropriate.  Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of

Geokinetics, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to general economic conditions and conditions in the oil and gas industry, financial performance and results, job delays or cancellations, reductions in oil and gas prices, impact from severe weather conditions and other important factors that could cause actual results to differ materially from those projected, or backlog not to be completed, as described in the Company’s reports filed with the Securities and Exchange Commission. Although Geokinetics believes that the expectations reflected in such statements are reasonable, it can give no assurance that such expectations will be correct.  All of Geokinetics’ forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements a nd any other cautionary statements that may accompany such forward-looking statements.  Any forward-looking statement speaks only as of the date on which such statement is made and Geokinetics undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contact:

Scott M. Zuehlke

Director of Investor Relations

Geokinetics

(713) 850-7600

# # #

EX-99.2

Exhibit 99.2

NEWS RELEASE

Geokinetics Announces Financial Covenants Waiver and Third Amendment to Revolving Credit Facility

HOUSTON, TEXAS — December 14, 2010 — Geokinetics Inc. (NYSE AMEX: GOK) today announced that it has entered into an agreement with its lenders that provides the Company with a waiver related to the Revolving Credit Facility due 2013 for the cumulative EBITDA covenant for the month ended November 30, 2010 and for all financial covenants at the December 31, 2010 measurement date.  In addition, the Company has amended its Revolving Credit Facility with the Royal Bank of Canada.  Among other things, the third amendment provides adjustments to a monthly maximum total leverage ratio and a monthly minimum interest coverage ratio.  It also requires that the Company adhere to a monthly liquidity test, monthly senior notes interest reserve and monthly cumulative adjusted EBITDA targets commencing with the month ending January 31, 2011 through the month ending December 31, 2011.  Furthermore, capital expenditures for the fiscal year 2011 may not exceed $40 million.  The permitted outstanding borrowing amount under the revolver remains unchanged at $40 million, of which $29 million was outstanding as of December 13, 2010.

Richard F. Miles, President and Chief Executive Officer, commented, “We believe that the latest amendment related to the revolving credit facility will provide us with the relief we need to run our business. Bidding activity continues to be strong and we expect to benefit from the recovery we see taking hold in the markets we serve, both domestically and internationally.”

About Geokinetics Inc.

Geokinetics Inc. is a leading provider of seismic data acquisition, seismic data processing services and multi-client seismic data to the oil and gas industry worldwide. Headquartered in Houston, Texas, Geokinetics is the largest Western contractor acquiring seismic data onshore and in transition zones in oil and gas basins around the world. Geokinetics has the crews, experience and capacity to provide cost-effective world class data to our international and North American clients. For more information on Geokinetics, visit www.geokinetics.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Geokinetics expects, believes or anticipates will or may occur in the future are forward-looking statements.  These statements include but are not limited to statements about our ability to comply with covenants in our credit facilities, the business outlook for the year, future contract awards, financial performance and statements with respect to future events. These statements are based on certain assumptions made by Geokinetics based on management’s experience and perception of historical trends, industry conditions, market position, future operations, profitability, liquidity, backlog, capital resources and other factors believed to be appropriate.  Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Geokinetics, which may cause actual results to differ materially from those implied or expressed by the

forward-looking statements. These include risks relating to general economic conditions and conditions in the oil and gas industry, financial performance and results, job delays or cancellations, reductions in oil and gas prices, impact from severe weather conditions and other important factors that could cause actual results to differ materially from those projected, or backlog not to be completed, as described in the Company’s reports filed with the Securities and Exchange Commission. Although Geokinetics believes that the expectations reflected in such statements are reasonable, it can give no assurance that such expectations will be correct.  All of Geokinetics’ forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements.  Any forward - -looking statement speaks only as of the date on which such statement is made and Geokinetics undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contact:

Scott M. Zuehlke

Director of Investor Relations

Geokinetics

(713) 850-7600

# # #