10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2012

OR

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-33460

GEOKINETICS INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	94-1690082 (I.R.S. Employer Identification No.)
1500 CityWest Blvd., Suite 800 Houston, Texas (Address of principal executive offices)	77042 (Zip Code)

(713) 850-7600

(Telephone Number) 

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o  No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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

Large Accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

Aggregate market value of the common stock held by non-affiliates of the registrant as of June 29, 2012, computed by reference to the closing sale price of the registrant’s common stock on the NYSE MKT on such date: $3.3 million.  For purposes of this computation, all executive officers, directors and 10% beneficial owners of the registrant are deemed to be affiliates.  Such a determination should not be deemed an admission that such executive officers, directors and 10% beneficial owners are affiliates.

Common Stock, par value $0.01 per share. Shares outstanding on March 12, 2013: 19,690,642 shares

GEOKINETICS INC.

FORM 10-K

FOR THE FISCAL YEAR ENDED December 31, 2012

TABLE OF CONTENTS

Glossary of Certain Defined Terms

Cautionary Statement Regarding Forward-Looking Statements

PART I
Item 1.	Business	6
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	25
Item 2.	Properties	25
Item 3.	Legal Proceedings	26
Item 4.	Mine Safety Disclosures	26
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Item 6.	Selected Financial Data	27
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 8.	Financial Statements and Supplementary Data	45
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	45
Item 9A.	Controls and Procedures	45
Item 9B.	Other Information	46
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	47
Item 11.	Executive Compensation	50
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	55
Item 13.	Certain Relationships and Related Transactions, and Director Independence	58
Item 14.	Principal Accountant Fees and Services	60
PART IV
Item 15.	Exhibits and Financial Statement Schedules	61
	Signatures	65

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Glossary of Certain Defined Terms:

2002 Plan	2002 Stock Awards Plan
2007 Plan	2007 Stock Awards Plan
2010 Plan	2010 Stock Awards Plan
2D	Two-dimensional
3D	Three-dimensional
4D	Four-dimensional
ASC	Accounting Standards Codification
ASU	Accounting Standard Update
Avista	Avista Capital Partners, L.P. and Avista Capital Partners (Offshore), L.P.
Bankruptcy Court	United States Bankruptcy Court for the District of Delaware having jurisdiction over the Chapter 11 cases or any other court having jurisdiction over the Chapter 11 cases
Backstop DIP Lenders	ASOF II Investments, LLC, American Securities Opportunities Fund, LP, American Securities Opportunities Fund (B), L.P., ECF Value Fund, L.P., and ECF Value Fund International, Ltd.
Company	Geokinetics Inc., collectively with its subsidiaries
Debtors	The companies that filed petitions for relief under Chapter 11 of the U.S. Code. Collectively, Geokinetics Inc., Geokinetics Holdings USA, Inc., Geokinetics Services Corp., Geokinetics Processing, Inc., Geokinetics Acquisition Company, Geokinetics USA, Inc., Geokinetics Intl Holdings, Inc., Geokinetics Management, Inc., Geokinetics International, Inc., and Advanced Seismic Technology, Inc.
DIP	Debtor-in-possession
DIP Facility	Senior Secured Debtor-In-Possession Credit Agreement, dated as of March 13, 2013, among the Company, as parent, Holdings, as borrower, Cantor Fitzgerald Securities, as administrative agent and collateral agent, and the Backstop DIP Lenders.
EBITDA	Earnings before interest, taxes, depreciation and amortization
EPA	U.S. Environmental Protection Agency
Exchange Act	Securities Exchange Act of 1934, as amended
Exit Facility	Exit financing under the reorganized Company
FASB	Financial Accounting Standards Board
Forbearance Agreement and Amendment No. 5	Agreement / Amendment entered into with the Whitebox Revolving Credit Facility lenders on May 24, 2011
FCPA	Foreign Corrupt Practices Act
GAAP	United States generally accepted accounting principles
Geokinetics	Geokinetics Inc., collectively with its subsidiaries
GHGs	Carbon dioxide, methane, and other greenhouse gases
Holdings	Geokinetics Holdings USA, Inc., a wholly owned subsidiary of the Company
IASB	International Accounting Standards Board
Lenders	Lenders party to the Whitebox Revolving Credit Facility, from time to time, and their respective successors, as permitted thereunder. References to “Lenders” include the original lenders party to the Forbearance Agreement and Amendment No. 5, as applicable
Levant	Levant America, S.A.
LIBOR	London InterBank Offered Rate
Multi-client	Multi-client seismic data acquisition and seismic data library business
NOCs	National oil companies
NYSE MKT	NYSE MKT LLC
Notes	Holdings' 9.75% Senior Secured Notes issued in December 2009, due December 2014
NYDEC	New York Department of Environmental Conservation
OBC	Ocean bottom cable
OTCBB or OTCQB	Over the Counter Bulletin Board or OTC Markets Group OTCQB

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PGS	Petroleum Geo-Services ASA
PGS Onshore	Certain entities and assets formerly comprising PGS’s worldwide onshore seismic data acquisition and multi-client seismic data acquisition business
Plan	Proposed Joint Plan of Reorganization under Chapter 11 of the U.S. Code of the Debtors
PSD	Prevention of Significant Deterioration
QHSE	Quality, Health, Safety and Environmental
RBC	Royal Bank of Canada
RBC Revolving Credit Facility	Revolving credit and letters of credit entered into on February 10, 2010 with a group of lenders led by RBC, as amended on June 30, 2010, October 1, 2010, December 13, 2010 and April 1, 2011
RSA	Restructuring Support Agreement dated January 15, 2013, by and among the Debtors, American Securities Opportunities Advisors, LLC, Gates Capital Management, Inc. and other parties thereto, as beneficial owners of, or advisors, nominees or investment managers for beneficial owners, of the Notes, and Avista, as amended by Amendment One on February 4, 2013 and Amendment Two on March 5, 2013.
SEC	Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended
SEI	Seismic Exchange, Inc.
UK Bribery Act	UK Bribery Act of 2010
U.S. Code	Title 11 of the United States Bankruptcy Code, as amended from time to time, as applicable to the Chapter 11 cases
Whitebox Advisors	Whitebox Advisors LLC, as administrative agent for the lenders under the Whitebox Revolving Credit Facility
Whitebox Revolving Credit Facility	Revolving credit facility entered into with the Lenders and Whitebox Advisors as the administrative agent initially via the assignment, on May 24, 2011, of the RBC Revolving Credit Facility rights and obligations. An amended and restated credit agreement was entered into with the Lenders on August 12, 2011

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Cautionary Statement Regarding Forward-Looking Statements

Unless the context otherwise requires, references in this annual report to “the Company,” “our company,” “the registrant,” “we,” “our,” “us,” and “Geokinetics” shall mean Geokinetics Inc. and its consolidated subsidiaries.

We have made in this report, and may from time to time otherwise make in other public filings, press releases and discussions with our management, forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act concerning our operations, economic performance and financial condition.  These forward-looking statements are often accompanied by words such as “believe,” “should,” “anticipate,” “plan,” “continue,” “expect,” “potential,” “scheduled,” “estimate,” “project,” “intend,” “seek,” “goal,” “may” and similar expressions.  These statements include, without limitation, statements about the Chapter 11 cases, our ability to meet our short-term liquidity needs, our market opportunity, our growth strategy, competition, expected activities, future acquisitions and investments, and the adequacy of our available cash resources.  We urge you to read these statements carefully and caution you that matters subject to forward-looking statements involve risks and uncertainties, including economic, regulatory, competitive and other factors that may affect our business.  For such statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.  Our actual results in future periods may differ materially from those projected or contemplated within the forward-looking statements as a result of, but not limited to, the following factors:

• the magnitude of the potential adverse impacts of the filing of the Chapter 11 cases on the Company's businesses, financial condition, or results of operations;

• the Company's ability to obtain approval of the Bankruptcy Court with respect to motions in the Chapter 11 cases prosecuted from time to time and to develop, prosecute, confirm, and consummate one or more plans of reorganization with respect to the Chapter 11 cases and to consummate all of the transactions contemplated by one or more such plans or upon which consummation of such plans may be conditioned;

• the timing of confirmation and consummation of one or more plans of reorganization in accordance with its terms;

• the anticipated future performance of the reorganized Company;

• general economic conditions in the markets in which the Company operates, including changes in interest rates or currency exchange rates;

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

• the Company' ability to convert backlog into revenues and realize higher margins and improved cash flows;

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

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

• the Company's future capital requirements and availability of financing on satisfactory terms;

• availability or increases in the price of seismic equipment;

• availability of crew personnel and technical personnel;

• the Company's competition;

• technological obsolescence of the Company's seismic data acquisition equipment;

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

• the effects of weather or other events that delay the Company's operations;

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

• governmental regulation;

• the political and economic climate in the foreign or domestic jurisdictions in which the Company conduct business, including civil unrest, wars, regime changes, and strikes;

• the financial condition of the Company's service providers; and

• other risks described herein and from time to time in the Company's SEC filings.

We have also discussed the risks to our business under the caption “Risk Factors” disclosed under Item 1A.  Given these risks and uncertainties, we can give no assurances that results projected in any forward-looking statements will in fact occur and therefore caution investors not to place undue reliance on them.  We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.  In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report and the documents incorporated by reference herein might not occur.

Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed with or furnished to the SEC are available free of charge through our Internet Website, http://www.geokinetics.com, as soon as reasonably practical after we have electronically filed such material with, or furnished it to, the SEC.  Other information contained on our Internet Website is available for informational purposes only and should not be relied upon for investment purposes nor is it incorporated by reference in this Annual Report on Form 10-K.  In addition, the SEC maintains an Internet Website containing reports, proxy and information statements, and other information filed electronically at www.sec.gov.  You may also read and copy this information, for a copying fee, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. The Company intends to deregister under the Exchange Act and to suspend its SEC reporting obligations after this Annual Report on Form 10-K is filed with the SEC.

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PART I

Beginning in 2011 and continuing into 2012, we incurred operating losses primarily due to delays in project commencements, low asset utilization, idle crew costs, and the Mexico liftboat incident, which resulted in serious concerns about our liquidity. Our financial position continued to deteriorate in the third quarter of 2012. With the assistance of our legal and financial advisors, during the fourth quarter of 2012, we entered into discussions with the Lenders, certain holders of the Notes and certain holders of our preferred stock regarding the restructuring of our balance sheet.

As a result of these discussions, the Debtors entered into the RSA with holders of more than 70% in aggregate principal amount of the Notes and the largest holders of our preferred stock pursuant to which the Debtors agreed to implement a financial restructuring of the Company and its domestic subsidiaries and the other parties agreed to support and vote for either a pre-negotiated or pre-packaged plan of reorganization in accordance with the terms and conditions of the agreement. We commenced a solicitation of acceptances of the Plan on February 7, 2013 and the Plan was approved by the classes entitled to vote on the Plan, which represented the requisite majority of our stakeholders. On March 10, 2013, the Debtors filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Code in the Bankruptcy Court. The pre-packaged Plan remains subject to the approval of the Bankruptcy Court. During the pendency of the bankruptcy proceedings, we plan to continue to operate our businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the U.S. Code and orders of the Bankruptcy Court.

The information include in this Annual Report on Form 10-K should be read and evaluated in this context. See Item 1A, “Risk Factors” for additional information.

Item 1. Business

Our Business

Our Company is a Delaware corporation incorporated on January 31, 1980.  We are a full-service, global provider of seismic data acquisition, processing and integrated reservoir geosciences services to the oil and natural gas industry.  We also provide clients access, via licenses, to our multi-client seismic data library.  As an industry leader in land, transition zone and shallow water (down to 500 feet water depths) OBC environments, we have the capacity to operate up to twenty-two seismic crews with approximately 200,000 channels of seismic data acquisition equipment worldwide and the ability to process seismic data collected throughout the world.  Crew count, configuration and location can change depending upon industry demand and requirements.

We provide a suite of geophysical services including acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data surveys, data processing and integrated reservoir geosciences services for customers in the oil and natural gas industry, which include national oil companies, major international oil companies and independent oil and gas exploration and production companies worldwide.  Seismic data is used by our customers to identify and analyze drilling prospects, maximize drilling success, optimize field development and enhance production economics.  We also own a multi-client seismic data library whereby we maintain full or partial ownership of data acquired; client access is provided via licensing agreements.  Our multi-client data library consists of data covering various areas in the United States, Canada and Brazil.

For the years ended December 31, 2012, 2011 and 2010, we generated total revenues of $595.8 million, $763.7 million and $558.1 million, respectively.

Business Segments

We are currently organized into two reportable segments: seismic data acquisition and seismic data processing and integrated reservoir geosciences services.  We further break down our seismic data acquisition segment into three reporting units: North America proprietary seismic data acquisition, international proprietary seismic data acquisition and our multi-client seismic data acquisition business.  For the fiscal years ended December 31, 2012, 2011 and 2010, our North America proprietary seismic data acquisition services represented 20%, 22%, and 23%, international proprietary seismic data acquisition services represented 64%, 60%, and 62%, our multi-client seismic data acquisition business represented 14%, 16%, and 13% and our seismic data processing and integrated reservoir geosciences services represented 2%, 2%, and 2% of total revenues, respectively.  For 2013, we continue to expect international proprietary seismic data acquisition revenues to provide the majority of total revenues.

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Seismic Data Acquisition Services

We engage in seismic data acquisition services in land, transition zone and shallow water environments on a contract basis.  We acquire and process data under two basic business models: proprietary and multi-client.  Under the proprietary model, customers will typically bid or tender an acquisition and processing project and then award it based on factors such as price, safety record and crew availability.  When contracting proprietary services, clients are ultimately responsible to choose or approve the parameters of the project such as survey design and processing sequence and we act on behalf and at the direction of our customer.  Under the proprietary acquisition services, our customers own the field and the data processing products we deliver.  Under the multi-client model, we perform the acquisition, processing and interpretation services based on our own parameters.  We own the product and we license the data to our customers under the terms and conditions of a data use agreement.  In most circumstances, prior to collecting and processing such data, we license the rights on a non-exclusive basis to one or more customers, also known as pre-funding.  We then license the same data to other companies to generate additional revenues, referred to as “late sales”.  Multi-client projects have pre-funding levels of generally 80% of the estimated cash expenses.

Our equipment is capable of collecting 2D, 3D, time-lapse 4D and multi-component seismic data.  We own approximately 200,000 channels of seismic data acquisition equipment that can be configured to operate up to twenty-two crews worldwide.  Most of our seismic data acquisition services involve 3D surveys.  The crews are scalable and specially configured for each project; the number of individuals on each crew is dependent upon the size and nature of the seismic survey requested by the customer.

On a typical land seismic survey, the seismic recording crew is supported by a surveying crew and a drilling crew. The surveying crew lays out the line locations to be recorded and identifies the sites for shot-hole placement.  The drilling crew creates the holes for the explosive charges that produce the necessary acoustical impulse.  A mechanical vibrating unit is used in areas where explosives are not utilized.  The seismic crew lays out the geophones and recording instruments, directs shooting operations and records the acoustical signal reflected from subsurface strata.  In the United States and Canada, the survey crew and drill crew are typically provided by third parties and supervised by our personnel.  Outside the United States and Canada, we perform our own surveying and drilling.  A fully staffed seismic land crew typically consists of at least one party manager, an observer, a head linesman and crew laborers.  The number of individuals on each crew is dependent upon the size and nature of the seismic survey and can be extensive in certain parts of the world.  We use helicopters to assist the crews in seismic data acquisition services in circumstances where such use will reduce overall costs and improve productivity.  A typical transition zone or OBC crew utilizes numerous support vessels and air guns as the energy source that produces the acoustical impulse needed to record seismic data.

Proprietary seismic data acquisition services contracts, whether bid or negotiated, provide for payment on either a turnkey or term (also referred to as “day-rate”) basis, or on a combination of both methods.  A turnkey contract provides for a fixed fee to be paid for data acquired.  Such a contract causes us to bear varying degrees of business interruption risk caused by weather delays and other hazards.  Our seismic data acquisition services are performed outdoors and are therefore subject to weather and seasonality.  Term contracts provide for payments based on agreed rates per units of time, which may be expressed in periods ranging from days to months.  This type of contract causes the customer to bear the majority of the business interruption risks.  When a combination of both turnkey and term methods is used, the risk of business interruption is shared by us and the customer.  In either case, progress payments are usually required unless it is expected the job can be accomplished in two weeks or less.  Our contracts for proprietary seismic data acquisition services are predominantly turnkey contracts.

For the years ended December 31, 2012, 2011 and 2010, seismic data acquisition services generated revenues of $586.7 million, $755.1 million and $549.1 million, respectively.  Of these revenues, for the year ended December 31, 2012, international proprietary seismic data acquisition operations accounted for 65%, North America proprietary seismic data acquisition operations accounted for 21% and multi-client seismic data acquisition operations accounted for 14%. 

Seismic Data Processing and Integrated Reservoir Geosciences Services

We provide a full suite of onshore and offshore proprietary seismic data processing and integrated reservoir geosciences solutions to complement our seismic data acquisition services.  Seismic data are processed to produce an accurate image of the earth’s subsurface using proprietary computer software and internally developed technologies.  Our seismic data processing and integrated reservoir geosciences activities are primarily undertaken at our centers in Houston, Texas and London, England, with operations at satellite in-field processing locations in Mexico and Angola in support of our acquisition activities.  Advanced signal processing of 2D, 3D, time-lapse 4D and multi-component seismic data acquired by us, other industry contractors, as well as reprocessing of previously acquired legacy data, provides oil and gas industry clients with

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detailed subsurface information essential to reducing risk in their exploration and production activities.  We also offer our clients integrated reservoir services where our experts can combine the power of seismic, geologic, well and petrophysical information to provide detailed information of rock lithologies and fluid content at the reservoir level.  This integration of all sources of subsurface information has become particularly critical with the emergence of so-called resource, or shale, plays in North America and internationally since, in these plays, gross structural information is much less important than understanding physical rock properties such as fracture characterization and stress relationships at the reservoir formation level.

Projects are sourced worldwide with emphasis on 3D onshore and near-shore programs where our technology leverage is most effectively exercised.  North America resource plays and programs where multi-component data are acquired are particularly targeted so that both compressional and shear wave data components can be processed and integrated with complementary well and geologic data to extract extended subsurface information not available from compressional seismic data alone.  To provide information meaningful to engineers this information must, in the future, be delivered in depth (as opposed to travel-time domain).  We maintain an active program to provide accurate depth solutions. A strong bond exists between our multi-client and processing businesses to assure that our clients receive both quality acquisition and processing that maximizes the utility of our programs in the exploitation efforts.

The seismic data processing sector relies on rapid technology development and implementation to provide the increasing resolution and detail demanded by today’s complex hydrocarbon reservoirs.  We maintain a strong team of geoscientists to continually extend our technical solutions for these difficult subsurface problems and are particularly active in development of customized solutions for improved signal-noise data content, 3D subsurface velocity modeling and 3D imaging in time and depth, as well as extending our solutions for resource plays including multi-component processing, fracture characterization, fluid and rock property estimation.  As well as providing clients with effective solutions customized to their processing needs, we actively market our seismic data processing and integrated reservoir geosciences services in conjunction with our seismic data acquisition services to enhance total value provided to our customers.

Our Strengths

Leading provider with a balanced global market presence.  Our global diversity and exposure to both oil and natural gas exploration opportunities provide us with a balanced market presence, which increases new contract opportunities while reducing our sensitivity to individual markets and commodity price volatility.  We have the equipment and trained personnel to deploy up to 22 seismic crews throughout the world.  Our size and operating capability allow for improved crew and equipment utilization and the ability to service our customers across the globe.  Our long operating history and reputation for quality service encourages customers to continue to select us as their provider of seismic data acquisition services.

Specialized expertise in difficult environments and key high-growth markets.  We specialize in seismic data acquisition services in transition zones, shallow water (down to 500 feet water depth) OBC and complex land environments, which we believe to be underserved and one of the fastest growing segments of the overall seismic services industry.  We believe that our extensive experience operating in such complex and challenging areas, including our expertise in designing and utilizing special equipment customized for these environments, provides us a significant competitive advantage.  We also have experience operating in local markets within key high growth regions around the world, such as the United States, Latin America, and Australia.  In addition, we possess the expertise required to operate in challenging environments around the world, which positions us to potentially realize higher operating margins than we realize on more traditional land seismic projects.

Strong relationships with a globally diversified customer base.  We have strong, long-standing relationships with a diverse customer base and have experience working in over thirty countries.  We have been providing seismic data acquisition services to the petroleum industry for over sixty years.  Our global operating capability and sizable crew count allow us to leverage relationships with our customers and increase revenues by providing services throughout the world and tailoring crew size, count, configuration and location to meet industry demands and requirements.  Our customer base is diversified and we are not dependent on any one customer.  For the year ended December 31, 2012, two customers accounted for 29% and 11% of our total revenues. No other customers accounted for more than 10% of our total revenues.

Multi-client seismic data library.  As of December 31, 2012, the library consists of approximately 7,000 square miles of 3D data and 2,200 linear miles of 2D data.  We have plans to acquire approximately 1,200 square miles of 3D data and additional forecasted program which we expect to record during 2013.  We believe there continues to be significant opportunities in North America, specifically in liquids rich unconventional resource plays, for the continued expansion of our multi-client seismic data library business.  We also believe there to be opportunities in international markets. As we grow our multi-client seismic data library, we plan to continue to secure a significant portion of prefunded sales prior to commencing any multi-client project.

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Highly experienced management team.  We draw on the global experience of our management team to maintain our market position and strong customer relationships.  Our senior executive management team has many years of relevant industry experience in the seismic services sector with a demonstrated track record. 

Our Strategy

Enhance asset utilization and operating efficiency.  During 2012 and the first quarter of 2013, we have more narrowly focused our land acquisition assets in countries with mature hydrocarbon basins which we believe will provide long term stable work with improved margins.  Within these concentrated land markets we can operate multiple crews with higher

utilization of resources and improved overall returns.  We continue to market and operate our more mobile transition zone and shallow water OBC assets in a larger market as this sub-sector has less competition than the land market.

Maintain focus and specialization in profitable, high-potential markets.  To maximize profitability, we will continue to target our margin growth in areas in which we believe we have a competitive advantage, such as transition zones, shallow water (down to 500 feet water depths) OBC and complex land environments.

Make strategic investments in our multi-client seismic data library.  We believe that opportunities exist for us to continue to build and expand our multi-client seismic data library in areas that will provide a high likelihood for future revenues.  We will continue to acquire multi-client seismic data by either using a joint venture partner when deemed prudent or on our own, with a particular near-term focus on liquid rich unconventional resource plays in the United States.

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

Seasonal Seismic Recording Channel Demand and Overcapacity.  To complement our owned channel capacity for seasonal and project overcapacity demand, we lease up to 10% of additional channels or seismic data acquisition equipment on a short term basis.

Industry Overview

Seismic surveys enable oil and gas companies to determine whether subsurface conditions are favorable for finding oil and natural gas accumulations and to determine the size and structure of previously identified oil and natural gas deposits. Seismic surveys consist of the acquisition and processing of 2D, 3D, time-lapse 4D, and multicomponent seismic data, which is used to produce computer-generated, graphic cross-sections, maps, and 3D images of the subsurface. These resulting images are then analyzed and interpreted by geophysicists and used by oil and gas companies to assist in acquiring prospective oil and natural gas drilling rights, select drilling locations on exploratory prospects, and manage and develop producing reservoirs.

Seismic data is acquired by crews operating on land and in transition zone and marine environments. Seismic data is generated by the propagation of sound waves near the earth’s surface by controlled energy sources, such as dynamite or vibration equipment. The waves radiate into the earth and are reflected back to the surface and collected by data collection devices known in the industry as “geophones”. Multiple geophones are strategically positioned, according to client requirements, and connected as a single recording channel or as multi-component recording channels to acquire data. For ocean bottom cable operations, an assembly of vertically oriented geophones and hydrophones connected by electrical wires typically is deployed on the sea floor to record and relay data to a seismic recording vessel. Such systems were originally introduced to enable surveying in areas of obstructions (such as production platforms) or shallow water inaccessible to ships towing seismic streamers (submerged cables). The data is subsequently processed by experienced and highly technically skilled geoscientists using advanced computing systems running proprietary software designed specifically to enhance the recorded signal by attenuating, to improve resolution and to produce an accurate image of the subsurface geological features. 3D seismic surveys collect far more information and generate significantly greater detail of the underlying reservoirs than 2D surveys.

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

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

Global energy demand growth.  We believe that long-term, overall global demand for energy will increase which will result in increased demand from oil and gas companies for seismic services.

Recent civil unrest in several of our markets.  Several governments in oil producing regions in North Africa and the Middle East have recently experienced civil unrest. Prior to the fourth quarter of 2011, we actively conducted business and had equipment in several of these countries, including Libya, Tunisia, Algeria, and Egypt. This civil unrest, and the imposition of sanctions on some of these regimes by the United States in connection with the civil unrest, made the conduct of our business in these locations more difficult, and in some cases impossible, and led to the inability to utilize our equipment and the loss of business opportunities.

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

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

Seasonality.  Weather patterns worldwide, such as hurricane and monsoon seasons, and certain environmental restrictions, such as those aimed at protecting endangered species, have an impact on asset utilization for seismic data acquisition services.

Competition and Marketing

The acquisition and processing of seismic data for the oil and natural gas industry are highly competitive businesses. With low barriers to entry, we compete with various smaller local competitors in the various 42 markets in which we operate. Competition is based on the type and capability of equipment used to conduct seismic surveys and the availability of such equipment. In addition to these factors, price, experience, availability, technological expertise, reputation for dependability, and crew safety significantly affect a potential customer’s decision to award a contract to us or one of our competitors. In addition, in the international markets in which we operate, we compete with various smaller local competitors.

Our seismic data acquisition services and seismic data processing and integrated reservoir geosciences services are marketed from various offices around the world. We currently maintain offices in North America, Latin America, Europe, Africa, and Asia Pacific, including our corporate headquarters in Houston, Texas, from which we market and/or perform services.

Seismic data acquisition services and seismic data processing and integrated reservoir geosciences services contracts are obtained either through competitive bidding in response to invitations to bid, or by direct negotiation with a prospective customer. A significant portion of our contracts result from competitive bidding. Contracts are awarded primarily on the basis of price, experience, availability, technological expertise, and reputation for dependability and safety.

Our regional personnel communicate directly with existing and target customers during the bid preparation process. With the involvement and review of senior management in our corporate headquarters, bids are prepared by knowledgeable regional operations managers who understand their respective markets, customers, and operating conditions. Furthermore, the regional personnel are able to convey the superior technical services we provide and communicate the advantages of providing

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seismic data processing and interpretive services in conjunction with seismic data acquisition. Most of our revenue is generated through repeat customer sales and new sales to customers referred by our existing and past customers.

Customers

For the year ended December 31, 2012, our top ten customers represented 69% of our consolidated revenue.  Our two largest customers in 2012 accounted for 29% and 10.8% of total revenue.  No other customer accounted for more than 10% of our total revenues. Because of the nature of our contracts and customers’ projects, our largest customers can change from year to year and the largest customers in any year may not be indicative of the largest customers in any subsequent year.

Regulation

Our operations are subject to numerous international, federal, state and local laws and regulations.  These laws and regulations govern various aspects of operations, including the discharge of explosive materials into the environment, requiring the removal and clean-up of materials that may harm the environment or otherwise relating to the protection of the environment and access to private and governmental land to conduct seismic surveys.  We believe we have conducted our operations in substantial compliance with applicable laws and regulations governing our activities.

Our QHSE department is generally responsible for our meeting and remaining in compliance with certain regulatory requirements.  We have QHSE Advisors who maintain and administer these programs for our field personnel.  The costs of acquiring permits and remaining in compliance with environmental laws and regulations, title research, environmental studies, archeological surveys and cultured resource surveys are generally borne by our customers.

Although our direct costs of complying with applicable laws and regulations have historically not been material, the changing nature of such laws and regulations makes it impossible to predict the cost or impact of such laws and regulations on our future operations.  Additional United States or foreign government laws or regulations would likely increase the compliance and insurance costs associated with our customers’ operations.  Significant increases in compliance expenses for our customers could have a material adverse effect on our customers’ operating results and cash flows, which could also negatively impact the demand for our services.

In response to the oil spill in the Gulf of Mexico during 2010 and in connection with concerns raised related to the hydraulic fracturing (“fracking”) of unconventional resource plays, the United States Congress continues to consider a number of legislative proposals relating to the upstream oil and gas industry both onshore and offshore that could result in significant additional laws or regulations governing operations in the United States.  Additionally, governments around the world have become increasingly focused on similar regulatory matters which may result in significant changes in laws or regulations elsewhere.  While we do not provide seismic services in deepwater areas, our customers include national and international oil companies involved in deepwater drilling projects.  In the past we have conducted transition zone and OBC seismic acquisition surveys in the Gulf of Mexico, and may do so in the future.  Although it is not possible at this time to predict whether proposed legislation or regulations will be adopted, or how legislation or new regulation that may be adopted would impact our business, any such future laws and regulations could result in increased compliance costs or additional operating restrictions for our customers.  Additional costs or operating restrictions associated with legislation or regulations could have a material adverse effect on our customer’s operating results and cash flows, which could also negatively impact the demand for our services. 

Research and Development

We rely on certain proprietary information, proprietary software, trade secrets and confidentiality and licensing agreements to conduct our current operations.  We are continuously working to improve our technology and operating techniques, through internal development activities and working with our vendors to develop new technologies to maintain pace with industry innovation.  Our future success will be partly dependent on our ability to maintain and extend our technology base and preserve our intellectual property without infringing on the rights of any third parties.

Employees

At December 31, 2012, we had approximately 5,695 full time equivalent employees.  Some of our employees are a party to collective bargaining agreements in certain international locations.  We consider relations with our employees to be satisfactory.

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Capital Expenditures

Subject to our liquidity limitations and the execution of the Plan, we plan investments in 2013 to be primarily on expenditures to extend the useful life of equipment and facilities for our seismic data acquisition segment with a smaller portion targeted towards acquiring new equipment for our seismic data processing and integrated reservoir geoscience segments.

Voluntary Reorganization under Chapter 11

On January 15, 2013, the Debtors entered into a restructuring support agreement with holders of more than 70% in aggregate principal amount of the Notes and the largest holder of our preferred stock. Under the terms of the RSA, the Debtors agreed to implement a financial restructuring of the Company and its domestic subsidiaries and the other parties agreed to support and vote for either a pre-negotiated or pre-packaged plan of reorganization in accordance with the terms and conditions of the agreement. The Plan provides for the exchange of the Notes for a newly issued common stock representing 100% of the issued and outstanding common stock of the reorganized Company (subject to dilution from a management incentive plan and the satisfaction of borrowings under the DIP Facility in common stock of the reorganized Company described below), the repayment of the Whitebox Revolving Credit Facility in full, the payment in full of unsecured creditors, including trade vendors, either at the conclusion of the Chapter 11 case or in the ordinary course of business, and a $6 million cash payment to certain of our preferred stockholders.  Our existing common stock will not receive a distribution and all existing equity interests will be cancelled without consideration.

The reorganization is not expected to have a material impact on our operations and we are seeking to pay unsecured trade and other creditors in full either in the ordinary course of business or at the conclusion of the Chapter 11 case.

A special committee of our Board of Directors unanimously approved entering into the RSA. The parties' commitment under the RSA and the completion of the transactions contemplated by the RSA are subject to a number of closing conditions, termination rights and approvals, including the achievement of certain milestones in the Chapter 11 process by the deadlines specified in the RSA.

We commenced a solicitation of acceptances of the Plan on February 7, 2013 and the Plan was approved by the classes entitled to vote on the Plan, which represented the requisite majority of our stakeholders. On March 10, 2013, we filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Code in the Bankruptcy Court. The Plan remains subject to the approval of the Bankruptcy Court.

We entered into the DIP Facility with the Backstop DIP Lenders on March 13, 2013. The DIP Facility, which provides for term loans of up to $25 million, will be used for general corporate purposes and working capital needs in accordance with a budget approved by the Backstop DIP Lenders and to satisfy the costs associated with the restructuring. All borrowings under the DIP Facility are to be satisfied in common stock of the reorganized Company under the terms of the Plan or repaid on the earlier of (i) the date that is four months after the effective date of the DIP Facility, (ii) the date the obligations are accelerated pursuant to the terms of the DIP Facility and (iii) the effective date of a Chapter 11 plan.

During the pendency of the bankruptcy proceedings, we plan to continue to operate our businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the U.S. Code and orders of the Bankruptcy Court. We are seeking to emerge from bankruptcy early in the second quarter of 2013. We expect to enter into an Exit Facility in connection with the consummation of the reorganization to provide us with liquidity for operations after the restructuring.

Events Leading to Proposed Restructuring

The following is a general description of factors that ultimately led us to enter into a restructuring plan to restructure our liabilities and maximize recoveries to holders of claims and interests. We incurred operating losses primarily due to delays in project commencements, low asset utilization, idle crew costs, and the Mexico liftboat incident, which resulted in serious concerns about our liquidity beginning in 2011 and continuing into 2012. In 2011, we began working with a financial advisor regarding a possible right-sizing of our capital structure, and we began focusing on improving liquidity by giving priority to generating cash flows while maintaining long-term commitments to providing high quality seismic data acquisition services. These actions included:

• the May 31, 2012 appointment of David Crowley as the President and Chief Operating Officer and his subsequent appointment as Chief Executive Officer on November 9, 2012;

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• an increased focus on cost reductions;

• the rationalization of operating locations resulting in the decision to close some of the Company's Africa and Middle East regional offices and operations;

• the identification of additional assets for potential sale, including the sale of certain North American seismic data described below;

• the centralization of bidding and management service processes to provide a higher level of control over costs; and

• a focus on bidding for seismic acquisition services with consideration of required capital expenditures for additional equipment given the restrictions in cash required for bid or posting of performance or bid bonds.

In furtherance of the above, on March 31, 2012, we sold certain North American seismic data to SEI for $10 million in cash. The data sold included 4,751 miles of 3D data and 644 linear miles of 2D data. In connection with this sale, we retained the right to receive 75% of the new revenues generated and collected on this seismic data until the earlier of such time as we receive $2.0 million or March 7, 2017. If we receive $2.0 million prior to March 7, 2017, then we will thereafter receive 50% of the net revenues generated from the applicable seismic data until March 7, 2017. We have recognized $2.0 million for our portion during the period ended December 31, 2012.

Our financial position continued to deteriorate during the third quarter of 2012. Consequently, with the assistance of our legal and financial advisors, during the fourth quarter of 2012, we entered into discussions with the Lenders, certain holders of the Notes, and certain holders of our preferred stock regarding the restructuring of the Debtors' balance sheet. The parties were initially unable to reach an agreement regarding a consensual restructuring, and a confidentiality agreement terminated on or about December 14, 2012.

On December 17, 2012, we announced that we had elected not to make the approximately $14.6 million interest payment on the Notes that was due on December 15, 2012 and to operate under the 30-day grace period provided for in the Notes Indenture. To avoid contested and lengthy Chapter 11 cases, we utilized the 30-day grace period to continue negotiations with our stakeholders and prepare for an in-court restructuring, which focused on a balance sheet restructuring designed to minimize the impact on operations.

As a result, on January 15, 2013, we entered into the RSA with these Noteholders and preferred stockholders. Under the terms of the RSA , we agreed to implement a financial restructuring of the Debtors, and the other parties to the RSA agreed to support and vote for either a pre-packaged or pre-negotiated plan of reorganization in accordance with the terms and conditions of the agreement. The Plan reflects the agreements reached in connection with the RSA.

Summary of the Plan

The Plan provides that we will (i) repay $50 million in loans plus accrued interest outstanding under the Whitebox Revolving Credit Facility from the proceeds of an Exit Facility, (ii) exchange the Notes for a newly issued common stock representing 100% of the issued and outstanding common stock of the reorganized Company (subject to dilution from a management incentive plan and the satisfaction of borrowings under the DIP Facility in common stock of the reorganized Company), (iii) pay general unsecured claims in full either at the conclusion of the Chapter 11 cases or in the ordinary course of business, and (iv) make a $6 million cash payment to the holders of our Series B-1 and Series C-1 preferred stock and cancel all of the preferred stock. The existing holders of our Series D preferred stock and the common stock will not receive any distributions and their equity interests will be cancelled without consideration. The terms and conditions of the management incentive plan are expected to be determined after we emerge from Chapter 11.

The Plan represents a settlement and consensual arrangement among the Debtors’ significant creditor and equity constituencies. Based on the valuation analysis prepared by the Debtors with the assistance of its advisors, the value of the Debtors is not sufficient to provide a full recovery to the holders of Notes. The Debtors have determined that the value of the new common stock that will be distributed on account of the Note claims is approximately $224 million prior to any dilution from the DIP equity distribution, while the aggregate amount of the Notes outstanding is $300 million in principal, plus accrued and unpaid interest. Further, the Debtors concluded that in order to preserve and protect the Debtors’ present and future operations, it is critical that trade creditors, vendors, suppliers and customers are unimpaired by and experience minimal interruption during the Chapter 11 case. Therefore, the RSA and the proposed Plan provides for trade and other unsecured

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claims to be unimpaired and for the holders of our Series B-1 and Series C-1 preferred stock to receive a $6 million cash payment.

Delisting from the NYSE MKT

Our common stock was previously listed on the NYSE MKT (formerly the NYSE AMEX) under the trading symbol “GOK.” The NYSE MKT placed a trading halt on our common stock beginning on December 17, 2012 and subsequently suspended our listing before the opening of the market on December 27, 2012. On December 27, 2012, the OTCQB market operated by OTC Markets Group, Inc. (www.otcmarkets.com) and the OTC Bulletin Board (www.otcbb.com) began quoting our common stock under the symbol “GEOK.” We intend to deregister under the Exchange Act and to suspend our SEC reporting obligations after this Annual Report on Form 10-K is filed with the SEC.

Financial Information about Geographic Areas

For certain financial information about our significant geographic areas, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and notes 13 and 18 to our consolidated financial statements.

Item 1A. Risk Factors

The following risk factors, which are not all-inclusive, should be carefully considered, together with the other information in this Form 10-K, in evaluating us.  If any of the following risks were to actually occur, our business, financial condition and results of operations could be materially affected.

Risks Relating to Our Bankruptcy Proceedings

There are risks and uncertainties associated with the Chapter 11 cases.

Although we believe that the Chapter 11 cases will be of short duration and will not be materially disruptive to our business, we cannot be certain that this will be the case. The Plan is designed to minimize the length of the bankruptcy proceeding; however, it is impossible to predict with certainty the amount of time that we may spend in bankruptcy or to assure that the Plan will be confirmed.

Even if the Plan is confirmed on a timely basis, for the duration of the Chapter 11 cases, our ability to execute our business strategy will be subject to the risks and uncertainties associated with bankruptcy. These risks include:

• our ability to obtain approval of the Bankruptcy Court with respect to motions filed in the Chapter 11 cases from time to time;

• our ability to maintain contracts that are critical to our operations;

• our ability to fund and execute our business plan; and

• our ability to obtain Bankruptcy Court approval for, and then to consummate, the Plan and emerge from bankruptcy.

We will also be subject to risks and uncertainties with respect to the actions and decisions of the creditors and other third parties who have interests in the Chapter 11 cases that may be inconsistent with our restructuring and business goals.

These risks and uncertainties could affect our business in various ways. For example, negative events or publicity associated with the Chapter 11 cases could adversely affect our operations and financial condition. In addition, pursuant to the U.S. Code, we need approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may limit our ability to respond timely to certain events or take advantage of certain opportunities. Because of the risks and uncertainties associated with the Chapter 11 cases, we cannot predict or quantify the ultimate impact that events occurring during the reorganization process will have on our business, financial condition, and results of operations.

Upon filing the Chapter 11 cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty. While operating as debtor-in-possession, and subject to approval of the Bankruptcy Court, or otherwise as permitted in the normal course of business or by Bankruptcy Court order, we may sell or otherwise dispose of assets and liquidate or settle

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liabilities for amounts other than those reflected in the consolidated financial statements. Further, the Plan could materially change the amounts and classifications of assets and liabilities reported in the historical consolidated financial statements.

We will have indebtedness upon emergence.

On the projected effective date of the Plan, after giving effect to the transactions contemplated by the Plan, we expect that the reorganized Company will, on a consolidated basis, have an estimated $60 to $75 million in secured indebtedness and up to approximately $114 million in unsecured liabilities (including projected accounts payable and accrued liabilities) of which approximately $86 million relate to the Debtors. The total amount of the unsecured indebtedness will be a function of the total amount of ordinary course trade debt not due and owing on the effective date and of unsecured claims allowed against the Company in the Chapter 11 cases, including, without limitation, disputed claims.

The reorganized Company’s indebtedness could have important consequences because:

• a portion of the reorganized Company’s cash flow from operations will be dedicated to debt service and will be unavailable to support operations, working capital, capital expenditures, expansion, acquisitions, or general corporate or other purposes;

• the reorganized Company’s ability to obtain additional financing in the future may be limited;

• the reorganized Company’s flexibility in planning for, or reacting to, changes in its business may be limited; and

• it may make the reorganized Company more vulnerable in the event of a downturn in its business or the economy in general.

The reorganized Company’s ability to make payments on, and to refinance, its debt will depend on its ability to generate cash in the future. This, to a certain extent, is subject to general economic, business, financial, competitive, legislative, regulatory, and other factors that are beyond the control of the reorganized Company.

There can be no assurance that the reorganized Company will be able to generate sufficient cash flow from operations or that sufficient future borrowings will be available to pay off the reorganized Company's debt obligations. The reorganized Company may need to refinance all or a portion of its debt on or before maturity; however, there can be no assurance that the reorganized Company will be able to refinance any of its debt on commercially reasonable terms or at all.

We may require funding after emergence.

The seismic data acquisition services industry is capital intensive and sources of cash to finance our capital expenditures may not always be available. If financing is not available, our results of operations will be negatively affected. Seismic data acquisition equipment is continually being improved with new technology. In order to remain competitive, we must continue to invest additional capital to maintain, upgrade, and expand our seismic data acquisition capabilities. Seismic data acquisition equipment is expensive, and our ability to operate and expand their business operations is dependent upon the availability of internally generated cash flow and financing alternatives. While we believe the Exit Facility will be sufficient to fund post-restructuring operations of the reorganized Company in the near term, there can be no assurance that we will be successful in obtaining sufficient additional capital to upgrade and expand their current operations through cash from operations or additional financing or other transactions, if and when required, on acceptable terms. Due to the uncertainties surrounding the changing market for seismic services, increases in capital and technological requirements, and other matters associated with operations, we are unable to estimate the amount or terms of any financing that we may need to acquire, upgrade, and maintain seismic equipment. If we are unable to obtain such financing, if and when needed, we may be forced to curtail business objectives and to finance our business activities with only such internally generated funds as may then be available.

Risks Related to our Common Stock

Trading in our securities during the pendency of bankruptcy proceedings is extremely speculative and poses substantial risks. If the Plan is confirmed as currently contemplated, all shares of our existing common stock will be cancelled without consideration, and therefore no longer tradeable, and holders of such shares would not be entitled receive any distributions, interest or other property for their shares.

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Trading in securities of an issuer facing bankruptcy proceedings is extremely speculative and there is a very significant risk that investors will lose their entire investment. With respect to the Company, if the Plan is confirmed as currently contemplated, all of the existing shares our common stock would be cancelled without consideration and the holders of such shares would not be entitled to receive any distributions, interest or other property, rendering such shares worthless. In the event the Plan is not confirmed for any reason, we cannot predict how much time would pass before we could file an alternative plan of reorganization or how such a plan would affect the Company and its security holders and there is a substantial likelihood that holders of our existing common stock would still recover nothing for their investment. Therefore, for these and other reasons, we caution and urge existing and future investors to carefully consider these and other risks with respect to investments in our common stock and other securities or claims.

Our common stock is no longer listed on a national securities exchange and is traded only in over-the-counter markets. Trading in over-the-counter markets carries substantial risks and could continue to negatively impact our stock price, volatility and liquidity.

Our common stock was previously listed on the NYSE MKT (formerly the NYSE AMEX) under the trading symbol “GOK.” The NYSE MKT placed a trading halt on our common stock beginning on December 17, 2012 after we announced our intent to restructure and subsequently suspended our listing before the opening of the market on December 27, 2012. On December 27, 2012, the OTCQB market operated by OTC Markets Group, Inc. (www.otcmarkets.com) and the OTC Bulletin Board (www.otcbb.com) began quoting our common stock under the symbol “GEOK.”

Due to various factors including the reduced number of investors, analysts and market markers, securities traded in over-the-counter markets such as the OTCQB and the OTC Bulletin Board generally have substantially less volume and liquidity than securities traded on a national securities exchange such as the NYSE MKT. As a result, holders of our common stock may face difficulty in selling their shares and prices could face additional downward pressure. Furthermore, the price of our common stock could be subject to greater volatility and could be more likely to be affected by market conditions and fluctuations, changes in our operating result, market perception of us and our business, developments regarding our restructuring, and announcements by us or other parties with an interest in our business or restructuring.

There can be no assurance that any public market for our common stock will exist in the future or that our common stock will continue to be quoted on over-the-counter markets, particularly in the event that our existing common stock is cancelled pursuant to the Plan. Additionally, we may be subject to additional compliance requirements under applicable state laws in connection with the issuance of our securities. We intend to deregister under the Exchange Act and to suspend our SEC reporting obligations after this Annual Report on Form 10-K is filed with the SEC.

Risks Related to our Operations

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

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

Even if we successfully consummate the Plan, the reorganized Company will continue to face risks beyond our control.

Even if the Plan is consummated, the reorganized Company will continue to face a number of risks, including certain risks that are beyond our control, including changes in economic conditions, changes in the industry, legislative changes, and changes in demand for our services.

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

Competition among seismic contractors historically has been, and likely will continue to be, intense. Competitive factors have in recent years included price, crew experience, equipment availability, technological expertise, and reputation for quality and dependability. We also face increasing competition from nationally owned companies in various international jurisdictions that operate under less significant financial constraints than those we experience. Additionally, the seismic data acquisition services business is extremely price competitive and has a history of protracted periods where seismic contractors under financial duress bid jobs below cost and therefore adversely impact industry pricing.

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Competition from these and other competitors could result in downward pricing pressure and the loss of market share. We rely on a limited number of key suppliers for specific seismic services and equipment. Loss of any of these suppliers could have a material adverse effect on our businesses.

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

Revenue may not be sufficient to cover costs of completing projects or may not result in the profit the Company anticipated when entering into the contract.

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

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

Our agreements with our clients may not adequately protect us from unforeseen events or address all issues that could arise with our clients.

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

We may be held liable for the actions of subcontractors.

We often work as the general contractor on seismic data acquisition surveys and consequently engage a number of subcontractors to perform services and provide products. While we obtain contractual indemnification and insurance covering the acts of these subcontractors and require the subcontractors to obtain insurance for our benefit, there can be no assurance we will not be held liable for the actions of these subcontractors. In addition, subcontractors may cause damage or injury to our personnel and property that is not fully covered by insurance.

Our financial results could be significantly affected by currency fluctuations.

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

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Operations outside of the United States are subject to additional political, economic, and other uncertainties.

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

Our international proprietary operations are a significant part of total operations. For the years ended December 31, 2012, 2011, 2010, 64%, 60% and 62%, respectively, of total revenues were derived outside of the United States and Canada. Our operations outside of the United States are subject to risks inherent in foreign operations, including the following:

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

• potential expropriation, seizure, nationalization, or detention of assets;

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

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

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

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

• compliance with tax, employment, immigration, and labor laws for employees living abroad or traveling abroad;

• foreign taxes, including withholding of payroll taxes; and

• terrorist attacks, including personal harm to our personnel.

As an example of the operational risks associated with international operations, as a result of the civil unrest in Libya, we were unable to operate our business or utilize our equipment in Libya during 2011.

We are subject to the FCPA and the UK Bribery Act, which may adversely impact our businesses.

We are subject to the regulations imposed by the FCPA, which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business. The UK Bribery Act, which became effective in 2011, is broader in scope than the FCPA, applies to public and private sector corruption, and contains no facilitating payments exception. As a company subject to compliance with the FCPA and the UK Bribery Act, our businesses may suffer because of our efforts to comply with these laws. In addition, such laws could restrict our ability to do business in foreign markets relative to our competitors who are not subject to them.

Our local partners and affiliates and us operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We may be subject to competitive disadvantages to the extent that our competitors are able to secure business, licenses, or other preferential treatment by making payments to government officials and others in positions of influence or using other methods that U.S. law and UK Bribery Act and regulations prohibit us from using.

In particular, we may be held liable for actions taken by our strategic or local partners even though our partners are not subject to the FCPA or the UK Bribery Act. Any such violations could result in substantial civil and/or criminal penalties and might adversely affect our businesses, results of operations, or financial condition. In addition, our ability to continue to work in such foreign markets could be adversely affected if they were found to have violated certain U.S. laws, including the FCPA or the UK Bribery Act.

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Financial conditions of our customers could have an adverse impact if our customers are unable to pay for the services provided by us.

Some of our customers are experiencing, or may experience in the future, severe financial problems that have had or may have a significant impact on their creditworthiness. Although we perform ongoing credit evaluations of our customers' financial conditions, we generally require no collateral from customers. One or more financially distressed customers could default on their obligations to us and may have a material adverse effect on our business, financial position, results of operations, and cash flows. Furthermore, the bankruptcy of one or more of our customers, or some other similar proceeding or liquidity constraint, might make it unlikely that we would be able to collect all or a significant portion of amounts owed. In addition, such events might force such customers to reduce or curtail their future use of our products and services, which could have a material adverse effect on our results of operations and financial condition.

Our seismic data acquisition services revenues are subject to seasonal conditions.

Our seismic data acquisition services are performed outdoors and are therefore subject to seasonality. Shorter winter days and adverse weather negatively impact our ability to provide services in certain regions. Additionally, while we plan for international operations to take place during favorable seasons, we have limited control over the actual timing of these operations due to the extensive planning, preparation, and permits required to perform a seismic survey in certain areas, which may cause operations to be delayed and result in additional costs.

Significant physical effects of climate change could damage our facilities, disrupt production activities, and cause us to incur significant costs to prepare for or respond to those effects.

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

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

Our future success depends upon retaining and attracting highly skilled employees. A number of our employees possess many years of industry experience and are highly skilled, and an inability to retain such individuals could adversely affect our ability to compete in the seismic data service industry. We historically have faced and expect to continue to face significant competition for such skilled personnel, particularly during periods of increased demand for seismic services. The Company's filing for Chapter 11 may create additional distractions and uncertainty for employees and impact our ability to retain key employees and effectively recruit new employees.

We rely on proprietary information, proprietary software, trade secrets, and confidentiality and licensing agreements to conduct operations.

We rely on certain proprietary information, proprietary software, trade secrets, and confidentiality and licensing agreements to conduct current operations. We are continuously working to improve technology and operating techniques, through internal development activities and working with vendors to develop new technologies to maintain pace with industry innovation. Our future success will be partly dependent on our ability to maintain and extend their technology base and preserve intellectual property without infringing on the rights of any third parties. There can be no assurance that we will be successful in protecting our intellectual property or that our competitors will not develop technologies that are substantially equivalent or superior to our technologies.

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

We have the capacity to field up to 22 seismic data acquisition crews, however, in any given period, we could have idle crews, which results result in a significant portion of our revenues, cash flows, and earnings coming from a relatively small number of crews. Additionally, due to location, service line, or particular job, some individual crews may achieve results that are a significant percentage of consolidated operating results. Should one or more of these crews experience significant changes in timing, our financial results are subject to significant variations from period to period. Factors that may result in these changes in timing include, but are not limited to, weather, permits, customer requirements, and political unrest.

Our operations are subject to delays related to obtaining land access rights from third parties, which could affect results of operations.

Our seismic data acquisition operations could be adversely affected by our inability to timely obtain access to both public and private land included within a seismic survey. We cannot begin surveys on property without obtaining permits from certain governmental entities, as well as the permission of the parties who have rights to the land being surveyed. In recent years, it has become more difficult, costly, and time-consuming to obtain access rights because drilling activities have expanded into more populated and protected areas. Additionally, while land owners generally are cooperative in granting access rights, some have become more resistant to seismic and drilling activities occurring on their property and stall or refuse to grant these rights for various reasons. In our multi-client services business, we acquire data sets pertaining to large areas of land. Consequently, if we do not obtain land access rights from a specific land owner, we may not be able to provide a complete survey for that area. The failure to redact or remove the seismic information relating to mineral interests held by non-consenting third parties could result in claims against us for seismic trespass. In addition, governmental entities do not always grant permits within the time periods expected. Delays associated with obtaining such permits and with significant omissions from a survey as a result of the failure to obtain consents could have a material adverse effect on our financial condition and results of operations.

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

We periodically review our portfolio of equipment and intangible assets, including our multi-client seismic data library, for impairment. If the future cash flows anticipated to be generated from these assets falls below net book value, we may be required to write down their value. If we are forced to write down the value of intangible assets or equipment, these non-cash asset impairments could negatively affect results of operations in the period in which they are recorded.

The cyclical nature of, or a prolonged downturn in, the seismic data industry can affect the carrying value of long-lived assets and negatively impact our results of operations.

We are required to annually assess whether the carrying value of long-lived assets has been impaired, or more frequently if an event occurs or circumstances change which could indicate the carrying amount of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If management determines that the carrying value of long-lived assets may not be recoverable, our results of operations could be impacted by non-cash impairment charges. As a result of our September 30, 2011 goodwill impairment analysis, we recorded goodwill impairment charges totaling $132.4 million for the year ended December 31, 2011, which are included in asset impairments in our consolidated statement of operations. At December 31, 2012, we had no goodwill.

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

We do not expect that our internal controls and disclosure controls will prevent all possible error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no evaluation of our controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by the individual acts of some persons or by collusion of two or more persons. The design of any system of controls is based in part upon the likelihood of future events, and there can be no assurance that any design will succeed in achieving its intended goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with our policies or

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procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur without detection.

We have identified material weaknesses in our internal controls. Such material weaknesses adversely affect our ability to ensure timely and reliable financial reports and to attest to the effectiveness of internal controls.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

We assess the effectiveness of our internal control over financial reporting, and in making this assessment, we use the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework in accordance with the standards of the Public Company Accounting Oversight Board (United States). 

The following material weakness was present at December 31, 2012:

Financial Close Process: Controls over our financial close process were deficient in areas related to accrued liabilities and accounting for multi-client seismic data library. These deficiencies resulted from the following:

(a) lack of the ability to accumulate complete and accurate information to estimate certain liabilities,

(b) lack of the ability to complete our evaluation, testing and any required remediation in a timely fashion to allow us to assess the effectiveness of controls as of December 31, 2012.

During 2012, we continued executing the remediation program that began during 2011, which included assessing the adequacy of processes and procedures underlying the specific areas discussed above, expanding and strengthening our controls surrounding the multi-client process, and strengthening their policies, procedures, and controls surrounding accrued expenses to ensure cooperation and coordination with departments outside of the accounting department.

We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting control and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may decide to take additional measures to address our control environment. We, however, cannot be certain that the measures undertaken will be sufficient to address any deficiencies identified or ensure that our internal control over financial reporting is effective. If we are unable to provide reliable and timely internal and external financial reports, our business and prospects could suffer material adverse effects. In addition, we may in the future identify further material weaknesses or significant deficiencies in our internal control over financial reporting.

The current weakening of U.S. economic conditions and future downturns or changes in consumer spending could adversely affect our financial condition.

The United States has experienced an economic downturn, and spending by consumers has dropped. If this downturn and decrease in spending continues, our business may be adversely affected. Specifically, demand for use of the seismic data may wane. A lack of demand could adversely affect our ability to realize the full economic benefits of our customer contracts or enter into other strategic relationships.

We may be negatively affected by industry consolidation.

Consolidation in the energy industry could adversely affect us by increasing the scale or scope of our competitors, or by creating a competitor that is capable of providing services similar to those we intend to offer, thereby making it more difficult for us to compete. Industry consolidation also may impede our ability to identify acquisition, joint venture, or other strategic opportunities.

A decrease in levels of exploration and development activity in the oil and natural gas industry may have an adverse effect on our business, liquidity, and results of operations.

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

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

• the demand for oil and natural gas;

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

• the actions taken by the Organization of Petroleum Exporting Countries (OPEC);

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

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

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

• the ability of oil and gas companies to generate funds or otherwise obtain external capital for exploration, development, construction, and production operations;

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

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

• weather conditions;

• environmental or other government regulations, both domestic and foreign;

• domestic and foreign tax policies; and

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

Historically, demand for our services has been sensitive to the level of exploration spending by oil and gas companies. A sustained period of low drilling and production activity, low commodity prices or reductions in industry budgets could reduce demand for our services and would likely have a material adverse effect on our businesses, financial condition, and results of operations.

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

Our activities are often conducted in dangerous environments with hazardous conditions, including operation of heavy equipment, detonation of explosives, and operations in remote areas of developing countries. Operating in such environments and under such conditions carries with it inherent risks, such as loss of human life or equipment, as well as the risk of downtime or reduced productivity resulting from equipment failures caused by an adverse operating environment. These risks could cause us to experience equipment losses, injuries to their personnel, and interruptions in our businesses.

Although we maintain what we believe is prudent insurance protection, our insurance contains certain coverage exclusions and policy limits, and we cannot guarantee or warrant that the insurance will be sufficient or adequate to cover all losses or liabilities or that insurance will continue to be available to us or available on acceptable terms. Further, we may experience difficulties in collecting from insurers because such insurers may deny all or a portion of claims for insurance coverage. A successful claim for which we are not fully insured, or which is excluded from coverage or exceeds the policy limits of applicable insurance could have a material adverse effect on our financial condition. Moreover, we do not carry business interruption insurance with respect to our operations.

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We are dependent on a few customers operating in a single industry, and the loss of one or more customers could adversely affect our financial condition.

Our customers are engaged in the oil and natural gas drilling business throughout the world. Historically, we have been dependent upon a few customers for a significant portion of revenue. For the years ended December 31, 2012, 2011 and 2010, our top ten customers collectively represented approximately 69%, 54% and 50% of total revenues, respectively. Our three largest customers in 2012, 2011 and 2010 accounted for approximately 45%, 29% and 25% of total revenues, respectively. This concentration of customers may increase our overall exposure to credit risk, and customers will likely be similarly affected by changes in economic and industry conditions. If any of these significant clients were to terminate their contracts or fail to contract for our services in the future because they are acquired, alter their exploration or development strategy, or for any other reason, our financial results could be adversely affected.

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

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

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

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

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

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

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

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

Certain tax implications of our bankruptcy and reorganization may increase the tax liability of the reorganized Company.

Certain tax implications of our bankruptcy and reorganization may increase the tax liability of the reorganized Company. At December 31, 2012, we had U.S. tax loss carryforwards of approximately $300.0 million which expire in various amounts beginning in 2012 and ending in 2031.  The utilization of our U.S. loss carryforwards may be limited under Internal Revenue Service Code Section 382 as a result of the bankruptcy and will be reduced by the cancellation of debt income recognized upon discharge of any outstanding indebtedness under Section 108 of the Internal Revenue Code of 1986 (the “Tax Code”).  

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Our businesses are subject to a high degree of government regulation.

The energy industry is highly regulated by governmental entities and regulatory authorities. Failure to obtain or maintain necessary governmental authorizations would impair the Company' ability to continue to operate and would have a material adverse effect on our financial condition.

We may face unforeseen regulations with which compliance is difficult, costly, or impossible.

The provision of seismic data services is highly regulated. As providers of seismic data services in the United States, we will be subject to the laws and regulations of the United States. Violations of U.S. laws or regulations may result in various sanctions, including fines, loss of authorizations, and the denial of applications for new authorizations.

From time to time, U.S. governmental entities may impose new or modified conditions on our authorizations, which could adversely affect our ability to generate revenues and implement our business plan. For example, we are currently required to pay certain fees, and it is possible that we may be subject to increased fees in the future.

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

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

• the acquisition of permits before commencing regulated activities; and

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

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

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

Climate change legislation or regulations could result in increased operating costs and adversely affect the demand for our services.

On December 15, 2009, the EPA published its findings that emissions of GHGs present an endangerment to public health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the earth's atmosphere and other climatic changes. These findings opened the door for the EPA to adopt and implement regulations that would restrict emissions of GHGs under existing provisions of the federal Clean Air Act. On October 30, 2009, the EPA published a final rule requiring the reporting of GHG emissions from specified large GHG emission sources in the United States beginning in 2011 for emissions occurring in 2010. On June 3, 2010, the EPA published its so-called GHG “tailoring rule,” which begins the phase-in of federal PSD permit requirements, for newly constructed or modified major sources, and Title V operating permits, for all sources that have the potential to emit specific quantities of GHGs. The tailoring rule became effective in January 2011, although it remains the subject of several pending lawsuits filed by industry groups. In July 2011, the program began applying PSD permitting requirements to new sources with GHG emissions of at least 100,000 tons per year, and in subsequent phases the rule will require permits for a broader range of sources. On November 30, 2010, the EPA published amendments to the GHG reporting rule, expanding the rule to include onshore and offshore oil and natural gas production facilities and onshore oil and natural gas processing, transmission, storage, and distribution facilities, which may include facilities operated by the Company' clients. Reporting of GHG emissions from such facilities is required on an annual basis beginning in 2012.

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Although the federal government is unlikely to adopt legislation to reduce emissions of GHGs, a number of states have taken measures to reduce GHG emission levels, which may include the development of GHG emission inventories and cap and trade programs. Most of these cap and trade programs require major sources of emissions or major producers of fuels to acquire and surrender emission allowances. The number of allowances available for purchase is reduced each year in an effort to achieve the overall GHG emission reduction goal. These allowances would be expected to escalate significantly in cost over time.

The adoption and implementation of legislation or regulatory programs imposing reporting obligations on, or limiting emissions of GHGs from, our customers' equipment and operations could curtail their activities, including the services provided by us.

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

Hydraulic fracturing is used to stimulate production of hydrocarbons, particularly natural gas, from tight formations. The process involves the injection of water, sand, and chemicals under pressure into formations to fracture the surrounding rock and stimulate production. The process is typically regulated by state oil and gas commissions, but is not currently subject to regulation at the federal level. The EPA has commenced a study of the potential environmental impacts of hydraulic fracturing activities, with results of the study anticipated to be available by 2014, and legislation has been introduced before Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the fracturing process. In addition, some states have adopted, and other states are considering adopting, regulations that could restrict hydraulic fracturing in certain circumstances. For example, in December 2010, New York imposed a de facto moratorium on the issuance of permits for high-volume, horizontal hydraulic fracturing until state-administered environmental studies are finalized. The NYDEC issued a Revised Supplemental Generic Environmental Impact Statement in September 2011, as well as proposed regulations for high-volume hydraulic fracturing. NYDEC accepted public comment on both, with the comment period for the regulations that ended January 11, 2013. The final regulations are expected in 2013. Further, Pennsylvania has adopted a variety of regulations limiting how and where fracturing can be performed. Effective February 5, 2011, Pennsylvania requires operators to disclose all additives used in hydraulic fracturing fluids and the names and concentrations of chemicals subject to Occupational Safety and Health Administration Hazard Communication requirements.

On April 17, 2012, the EPA published in the Federal Register a proposed rule establishing new air emission controls for oil and natural gas production and natural gas processing operations. The final rule became effective October 15, 2012; however, a number of the requirements did not take immediate effect. The final rule established a phase-in period to allow for the manufacture and distribution of required emissions reduction technology. The rule requires owners and operators to either flare volatile organic compound (VOC) emissions or use emissions reduction technologies (or “green completions”) that allow the emissions to be recaptured and treated. On or after January 1, 2015, all newly fractured wells will be required to use green completions. Certain compressors, dehydrators, and other equipment must also comply with the final rule immediately or within up to three years and 30 days after publication of the final rule, depending on the construction date and nature of the unit. In addition, on October 20, 2011, the EPA announced its intention to develop federal pre-treatment standards for wastewater discharges associated with hydraulic fracturing activities. If adopted, the new pre-treatment rules will require coalbed methane and shale gas operations to pretreat wastewater before transferring it to treatment facilities. Proposed rules are expected in 2013 for coalbed methane and 2014 for shale gas.

A portion of our seismic operations relate to the development of wells that will be subject to hydraulic fracturing. If new laws or regulations that significantly restrict hydraulic fracturing are adopted, the demand for our services could be reduced.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We lease administrative offices, operations centers, data processing centers, and warehouses throughout the world. No significant lease is scheduled to terminate in the near future, and we believe comparable space is readily obtainable should any lease expire without renewal. We believe our properties are generally well maintained and adequate for their intended use. As of December 31, 2012, we leased properties worldwide totaling approximately 4.5 millionsquare feet. Of this total, approximately 0.3 million square feet were located in North America and approximately 4.2 millionsquare feet were located internationally.

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During the twelve months ended December 31, 2012, our leased facilities were as follows:

• Located in Houston, Texas in the United States, in Old Woking, Surrey in the United Kingdom, and in Calgary in Canada for seismic data processing.

• Located in Houston and Stafford, Texas; in Canonsburg, Pennsylvania; in Anchorage, Alaska; and in Calgary, Canada for North America seismic data acquisition.

• The Company's multi-client seismic data acquisition business also uses the facility in Canonsburg, Pennsylvania.

• Located in Rio de Janeiro, Brazil; Santa Cruz, Bolivia; Bogota, Colombia; Poza Rica, Miguel Hidalgo, Mexico City and General Bravo, Mexico; Lima, Peru; Paramaribo, Suriname; Brisbane, Australia; Singapore; Cairo, Egypt; Alger, Algeria; Luanda, Soyo, and Viana, Angola; Tripoli, Libya; Glasgow, Scotland; Tunis, Tunisia; and Dubai, United Arab Emirates, for international seismic data acquisition.

Item 3.  Legal Proceedings

For a discussion of material legal proceedings affecting us, see note 16 to our consolidated financial statements.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock was previously listed on the NYSE MKT (formerly the NYSE AMEX) under the trading symbol “GOK.” The NYSE MKT placed a trading halt on our common stock beginning on December 17, 2012 and subsequently suspended our listing before the opening of the market on December 27, 2012. On December 27, 2012, the OTCQB market operated by OTC Markets Group, Inc. (www.otcmarkets.com) and the OTC Bulletin Board (www.otcbb.com) began quoting our common stock under the symbol “GEOK.”

As of March 12, 2013, we had 241 stockholders of record; however, since many shares may be held by investors in nominee names such as the name of their broker or their broker's nominee, the number of record holders often bears little relationship to the number of beneficial owners of the common stock.

We intend to deregister under the Exchange Act and to suspend our SEC reporting obligations after this Annual Report on Form 10-K is filed with the SEC.

The following table sets forth the high and low closing prices for our common stock. during the most recent two fiscal years, as reported by the NYSE MKT and the OTCQB, as appropriate, for the relevant periods indicated above.

Quarter Ended	High		Low
March 31, 2011	$	10.74	$	8.03
June 30, 2011	9.71		7.62
September 30, 2011	7.80		2.42
December 31, 2011	3.46		1.75
March 31, 2012	2.54		1.55
June 30, 2012	1.82		0.26
September 30, 2012	0.62		0.14
December 31, 2012	0.42		0.04

We have never paid cash dividends on our common stock and we have no intention of paying cash dividends in the foreseeable future.  There can be no assurance that our operations will prove profitable to the extent necessary to pay cash dividends.  Moreover, even if such profits are achieved, the future dividend policy will depend upon our earnings, capital requirements, financial condition, debt covenants and other factors considered relevant by our Board of Directors.

Item 6. Selected Financial Data

The following selected financial data should be read in conjunction with Item 7. “—Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and with our consolidated financial statements and related notes included in Item 8. “—Financial Statements and Supplementary Data.”

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Selected Financial Data

	As of and for the Year Ended December 31,
	2012			2011			2010		(1)		2009			2008
	(In thousands, except per share data)
Total revenue	$	595,824		$	763,729		$	558,134			$	510,966		$	474,598
Income (loss) before income taxes	(68,043		)	(220,013		)	(133,874			)	10,917			10,254
Income taxes	14,918			2,040			4,810				23,252			9,268
Net income (loss)	(82,961		)	(222,053		)	(138,684			)	(12,335		)	986
Loss applicable to common stockholders	(93,063		)	(231,251		)	(147,534			)	(34,125		)	(5,339		)
Loss per common share, basic and diluted	(4.89		)	(12.70		)	(8.46			)	(3.14		)	(0.51		)
Total assets (6)	392,896			514,172			725,164				771,690			439,716
Long-term debt and capital leases, net of current portion(2)	1,648			350,183			319,284				296,601			57,850
Current portion of long-term debt and capital lease obligations(3)	353,700			4,543			1,634				68,256			33,096
Derivative liabilities(4)	79			5,778			38,271				9,317			—
Mezzanine equity(5)	93,312			83,313			74,987				66,976			94,862
Total stockholders’ equity (deficit) (excluding preferred stock)	(293,946		)	(202,819		)	21,787				145,330			129,680

_____________________________________________

(1) Includes operating results of PGS Onshore since February 12, 2010.

(2) Excludes mandatorily redeemable preferred stock and includes $296.6 million and $295.5 million of Notes (net of debt discount) at 2011 and 2010. Long-term debt decreased in 2012 as compared to 2011 due to classification of the Notes. Long-term debt increased in 2011 as compared to 2010 due to borrowings on the Whitebox Revolving Credit Facility.

(3) Current portion of long-term debt and capital leases increased in 2011 from 2010 primarily due to short-term project financing at one of our Latin American subsidiaries and decreased in 2010 from 2009 as we paid off existing amounts upon the closing of the acquisition of PGS Onshore.

(4) Represents the fair value of derivative liabilities related to 2010 and 2008 Warrants and the Series B-1 Preferred Stock conversion feature.

(5) Represents Series B-1 Preferred Stock.  Decrease during 2009 was driven by the exchange of the Series B-2 Preferred Stock for Series C Preferred Stock, which is classified as mandatorily redeemable preferred stock.  Increase during 2011 and 2012 is due to stock dividends and accretion of initial discount.

(6) Total assets decreased in 2011 from 2010 primarily as a result of goodwill write off. Decrease in 2012 from 2011 is primarily related to sales and retirements of PP&E, depreciation, sales and lower investment in multi-client library and lower business activities decreasing current assets.  

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes to those financial statements included elsewhere in this Form 10-K.  This discussion contains forward looking statements that involve risks and uncertainties.  Please see “Risk Factors” and “Forward Looking Statements” elsewhere in this Form 10-K.

Overview

We are a full-service, global provider of seismic data acquisition, processing and integrated reservoir geosciences services to the oil and natural gas industry.  We also provide clients access, via licenses, to our multi-client seismic data library.  As an industry leader in land, transition zone and shallow water (down to 500 feet water depths) OBC environments, we have the capacity to operate up to twenty-two seismic crews with approximately 200,000 channels of seismic data acquisition equipment worldwide and the ability to process seismic data collected throughout the world.  Crew count, configuration and location can change depending upon industry demand and requirements.

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We provide a suite of geophysical services including acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data surveys, data processing and integrated reservoir geosciences services for customers in the oil and natural gas industry, which include national oil companies, major international oil companies and independent oil and gas exploration and production companies worldwide.  Seismic data is used by our customers to identify and analyze drilling prospects, maximize drilling success, optimize field development and enhance production economics.  We also own a multi-client seismic data library whereby we maintain full or partial ownership of data acquired; client access is provided via licensing agreements.  Our multi-client data library consists of data covering various areas in the United States, Canada and Brazil.

Voluntary Reorganization under Chapter 11

On January 15, 2013, the Debtors entered into a RSA with holders of more than 70% in aggregate principal amount of the Notes and the largest holder of our preferred stock. Under the terms of the RSA , the Debtors agreed to implement a financial restructuring of the Company and its domestic subsidiaries and the other parties agreed to support and vote for either a pre-negotiated or pre-packaged plan of reorganization in accordance with the terms and conditions of the agreement. The Plan provides for the exchange of the Notes for a newly issued common stock representing 100% of the issued and outstanding common stock of the reorganized Company (subject to dilution from a management incentive plan and the satisfaction of borrowings under the DIP Facility in common stock of the reorganized Company described below), the repayment of the Whitebox Revolving Credit Facility in full, the payment in full of unsecured creditors, including trade vendors, either at the conclusion of the Chapter 11 case or in the ordinary course of business, and a $6 million cash payment to certain of our preferred stockholders.  Our existing common stock will not receive a distribution and all existing equity interests will be cancelled without consideration.

The reorganization is not expected to have a material impact on our operations and we are seeking to pay unsecured trade and other creditors in full either in the ordinary course of business or at the conclusion of the Chapter 11 case.

A special committee of our Board of Directors unanimously approved entering into the RSA . The parties' commitment under the RSA and the completion of the transactions contemplated by the RSA are subject to a number of closing conditions, termination rights and approvals, including the achievement of certain milestones in the Chapter 11 process by the deadlines specified in the RSA.

We commenced a solicitation of acceptances of the Plan on February 7, 2013 and the Plan was approved by the classes entitled to vote on the Plan, which represented the requisite majority of our stakeholders. On March 10, 2013, we filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Code in the Bankruptcy Court. The Plan remains subject to the approval of the Bankruptcy Court.

We entered into the DIP Facility with the Backstop DIP Lenders on March 13, 2013. The DIP Facility, which provides for term loans of up to $25 million, will be used for general corporate purposes and working capital needs in accordance with a budget approved by the Backstop DIP Lenders and to satisfy the costs associated with the restructuring. All borrowings under the DIP Facility are to be satisfied in common stock of the reorganized Company under the terms of the Plan or repaid on the earlier of (i) the date that is four months after the effective date of the DIP Facility, (ii) the date the obligations are accelerated pursuant to the terms of the DIP Facility and (iii) the effective date of a Chapter 11 plan.

During the pendency of the bankruptcy proceedings, we plan to continue to operate our businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the U.S. Code and orders of the Bankruptcy Court. We are seeking to emerge from bankruptcy early in the second quarter of 2013. We expect to enter into an Exit Facility in connection with the consummation of the reorganization to provide us with liquidity for operations after the restructuring in the near term.

Fresh-Start Accounting

As required by ASC 852, we intend to adopt fresh-start accounting upon emergence from Chapter 11 of the U.S. Code.

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Liquidity and Capital Resources

Liquidity and Industry Concerns

Revenues and operating cash flows decreased during 2012 compared to 2011. We continued to incur operating losses primarily due to delays in project commencements and low international asset utilization.  These events caused a reduction in our available liquidity.  In addition, the terms of our Notes and the Whitebox Revolving Credit Facility limited our ability to incur additional indebtedness, and the depressed market for our stock and the terms of our preferred stock limit our ability to access the equity capital markets.

In response to these events, we evaluated our strategic alternatives and initiated actions designed to improve our liquidity position by giving priority to generating cash flows while maintaining our long-term commitment to providing high quality seismic data acquisition services.  For additional discussion of the initiatives taken, please see the discussion under "Business" in Item 1 of this Form 10-K. For additional discussion of the risks associated with these initiatives, please see the discussion under “Risk Factors” in Item 1A of this Form 10-K.

Please read "Voluntary Reorganization under Chapter 11" above and "Capital Resources - Events of Default on Indebtedness" below for information regarding recent events affecting our liquidity.

Liquidity

Our primary sources of cash flows are those generated by our seismic data acquisition and seismic data processing and integrated reservoir geosciences segments and trade credit.  Our primary uses of cash are operating expenses associated with our seismic data acquisition and seismic data processing and integrated reservoir geosciences segments, investments in multi-client assets, capital expenditures associated with upgrading and expanding our capital asset base, and debt service.

At December 31, 2012, we had available liquidity as follows (in thousands):

Available cash:
Cash and cash equivalents (1) (2)	$	33,442
Undrawn borrowing capacity under the Whitebox Revolving Credit Facility	—
Undrawn borrowing capacity under short-term project financing agreement	2,600
Net available liquidity at December 31, 2012	$	36,042

_____________________________________________

(1) Includes approximately $7.0 million designated for multi-client investments, which is not fully available for current obligations.

(2) Includes $24.3 million in international bank accounts.

We have certain foreign overdraft facilities in the amount of $0.8 million of which zero was drawn at December 31, 2012.  Due to the limitations on our ability to remit funds to the United States, amounts under these facilities have been excluded in the available liquidity table above. 

The following table summarizes certain measures of liquidity at December 31, 2012 and 2011, as well as our sources/uses of capital as of and for the years ended December 31, 2012 and 2011 (in thousands):

	Year Ended December 31,
	2012			2011
Cash and cash equivalents (end of period)	$	33,442		$	44,647
Working capital (end of period)	$	(306,208	)	$	23,077
Cash provided by operating activities	$	30,764		$	59,474
Cash used in investing activities	$	(38,750	)	$	(82,003	)
Cash provided by (used in) financing activities	$	(3,219	)	$	24,325
Capital expenditures (including capital leases, if applicable)	$	(14,374	)	$	(25,042	)
Investment in multi-client data library	$	(45,692	)	$	(70,115	)
Cash paid for interest	$	20,163		$	34,946
Cash paid for taxes	$	9,820		$	6,721

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Cash provided by operating activities

Net cash provided by operating activities totaled $30.8 million for year ended December 31, 2012, compared to net cash provided by operating activities of $59.5 million for the same period during 2011.  The decrease in operational cash flow was primarily the result of decreased operating results in our multi-client seismic data acquisition business and changes in working capital for the 2012 period compared to the same period in 2011.

Cash used in investing activities

Net cash used in investing activities totaled $38.8 million for the year ended December 31, 2012, compared to net cash used in investing activities of $82.0 million for the same period during 2011.  The cash outflow during 2012 primarily resulted from our investments in our multi-client seismic data library totaling $45.7 million and capital expenditures (excluding capital leases) which totaled $11.9 million.  The inflow during the 2012 period primarily resulted from proceeds from disposal of equipment and insurance claims of $19.5 million.

Cash provided by (used in) financing activities

Net cash used in financing activities totaled $3.2 million for the year ended December 31, 2012, as compared to net cash provided by financing activities of $24.3 million for the same period during 2011.  The cash outflow during the 2012 period primarily represents amounts used for repayment of capital lease obligations and interest on the Whitebox facility and Notes. There was no cash inflow during the 2012 period related to borrowings on the RBC Revolving Credit Facility or the Whitebox Revolving Credit Facility as experienced in the previous period. 

Other

During 2012, we had an operating loss of $24.0 million, while our cash flow from operating activities was $30.8 million.  The difference of $54.8 million is primarily due to non-cash charges such as depreciation and amortization.

Capital Resources

See notes 6, 7 and 8 to our consolidated financial statements for additional discussion on our debt, mandatorily redeemable preferred stock and preferred stock, respectively.

Events of Default on Indebtedness

The filing of the Chapter 11 petitions on March 10, 2013 described in Note 1 constituted an event of default and triggered the acceleration of a direct financial obligation as follows:

• Under the Amended and Restated Credit Agreement, dated as of August 11, 2011, among the Company, Holdings and Whitebox Advisors, LLC, as administrative agent and collateral agent, and the lenders party thereto, the commitment of the lenders to make loans automatically terminated and the unpaid principal amount of all outstanding loans and interest and other amounts thereunder became automatically due and payable as a result of the filing of the Chapter 11 petitions. As of March 10, 2013, the obligations under the Credit Facility included $50 million in aggregate principal amount outstanding plus accrued and unpaid interest and other payments.

• Under the Indenture, dated as of December 23, 2009, for the 9.75% Senior Secured Notes due 2014 among the Company, Holdings and U.S. Bank National Association, as trustee, all of the outstanding Notes became due and payable immediately as a result of the filing of the Chapter 11 petitions. As of March 10, 2013, there was $300 million in aggregate principal amount plus accrued and unpaid interest and other payments on the outstanding Notes.

Any efforts to enforce the payments or other obligations under these agreements or instruments are currently stayed as a result of the filing of the Chapter 11 petitions. The amount of obligations for the Credit Facility and Notes have been classified as current in the consolidated balance sheet as of December 31, 2012.

Future Capital Expenditures

As discussed above, we have made, and expect to continue to make, investments in capital expenditures.  In 2012, we made $14.4 million in capital expenditures, primarily for expenditures to extend the useful life of equipment and facilities.  Subject to our liquidity limitations and the execution of the Plan, we plan investments in 2013 to be primarily on expenditures

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to extend the useful life of equipment and facilities for our seismic data acquisition segment with a smaller portion targeted towards acquiring new equipment for our seismic data processing and integrated reservoir geosciences segment.

Meeting Our Liquidity Needs

We have initiated actions designed to improve our liquidity position by giving priority to generating cash flows while maintaining our long-term commitment to providing high quality seismic data acquisition services.  For additional discussion of the initiatives taken, please see the discussion under "Business" in Item 1 of this Form 10-K. For additional discussion of the risks associated with these initiatives, please see the discussion under “Risk Factors” in Item 1A of this Form 10-K.

Inflation and Competitive Pricing

We do not believe that inflation has had a significant effect on our business, financial condition, or results of operations during the most recent three years.

In times of decreased demand, our business is subject to increased price competition.  Increased competition could result in downward pricing pressure and the loss of market share.

Foreign Currency Exchange Risk

We operate in certain countries where we are exposed to foreign currency exchange risk.  As the majority of our contracts are denominated in U.S. dollars, when possible, we mitigate this risk by entering into split-dollar contracts.  Under a split-dollar contract, each client invoice is split into a local currency payment and a U.S. dollar payment.  The local currency payment is collected locally and used to fund local expenditures, while the U.S. dollar payment is made directly to a U.S. dollar denominated bank account.  This reduces our exposure to foreign currency risks.

Results of Operations

We are currently organized into two reportable segments: seismic data acquisition and seismic data processing and integrated reservoir geosciences.  We further break down our seismic data acquisition segment into three reporting units: North America proprietary seismic data acquisition, international proprietary seismic data acquisition and multi-client data acquisition business.  Our corporate activities include our corporate and general and administrative functions.

Summary of Overall Performance for 2012

Our revenues for 2012 decreased significantly from 2011, reflecting decreases in both seismic and multi-client data acquisition work.  We believe this decrease in seismic and multi-client data acquisition activity reflects lower demand and pricing for oil and gas as well as decreased market conditions, primarily in the United States and Canada.  Operating expenses for 2012 decreased significantly from 2011, reflecting lower activity of North America and certain international locations, partially offset by increased activity in Mexico and Suriname.

Results of Operations for Year Ended December 31, 2012 compared to 2011

Operating Revenues.  Consolidated revenues for the year ended December 31, 2012 totaled $595.8 million compared to $763.7 million for the same period in 2011, a decrease of $167.9 million.  The decrease in revenues was primarily attributable to decreased activity in North America, Africa and Asia Pacific, offset by increased activity in Latin America.

For the year ended December 31, 2012, seismic data acquisition revenue totaled $586.7 million compared to $755.1 million for the same period in 2011, a decrease of $168.4 million.  This decrease in seismic data acquisition revenue was a result of a decrease of $79.7 million in our international proprietary seismic data acquisition operations, a decrease of $52.2 million in our North America proprietary seismic data acquisition operations and a decrease of $36.5 million in our multi-client seismic data acquisition business.

North America proprietary seismic data acquisition revenues for the year ended December 31, 2012 totaled $120.5 million, or 21% of consolidated seismic data acquisition revenue, compared to $172.7 million, or 23% of consolidated seismic data acquisition revenue, for the same period in 2011.  The decrease in revenue resulted from decreased crew activity in the United States due to postponed projects which were mostly restarted late in the 3rd quarter of 2012, partially offset by increased crew activity in Canada in the Spring of 2012. In addition, we experienced a significant reduction in reimbursable

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revenues during 2012. Reimbursable revenues typically consists of reimbursement for subcontractor costs paid for by us on behalf of our customers.

International proprietary seismic data acquisition revenues for the year ended December 31, 2012 totaled $383.2 million, or 65% of consolidated seismic data acquisition revenues, compared to $462.9 million, or 61% of consolidated seismic data acquisition revenue, for the same period in 2011. The decrease of $79.7 million was attributed to decreased activity in the Asia Pacific region and certain locations in Latin America, cessation of certain operations in North Africa and the Middle East, offset by increased activity in Mexico and Suriname.

Multi-client seismic data acquisition revenues for the year ended December 31, 2012 totaled $83.0 million, or 14% of consolidated seismic data acquisition revenues, compared to $119.5 million or 16% of consolidated seismic data acquisition revenue, for the same period in 2011.  The decrease was primarily due to lower prefunding revenue on new multi-client surveys as a result of permit delays in certain areas of the U.S. and a decrease in new projects due to lower gas prices. The decreased prefunding revenue was partially offset by strong late sales of our existing library.

Seismic data processing and integrated reservoir geosciences revenues increased to $14.7 million for the year ended December 31, 2012, from $14.1 million for the same period in 2011.  The increase was primarily the result of improvements in Latin America business offset by lower multi-client activity.

The revenue information above includes inter-segment revenues between seismic data processing and integrated reservoir geosciences and other segments totaling $5.6 million and $5.5 million for the years ended December 31, 2012 and 2011, respectively.

Operating Expenses.  Consolidated direct operating expenses totaled $424.4 million for the year ended December 31, 2012, compared to $603.3 million for the same period in 2011, a decrease of 30%.  The decrease was primarily a reflection of lower activity of North America and certain international locations, partially offset by increased activity in Mexico and Suriname.

Seismic data acquisition operating expenses totaled $417.6 million for the year ended December 31, 2012, compared to $596.9 million for the same period in 2011, an decrease of 30%.  Seismic data acquisition operating expenses as a

percentage of seismic data acquisition revenue were 71% for the year ended December 31, 2012, as compared to 79% for the same period in 2011. The decrease was primarily related to decrease in reimbursable expenses and decreased activity in North America, Africa and Asia Pacific, offset by increased activity in Latin America.

North America proprietary seismic data acquisition operating expenses for the year ended December 31, 2012 totaled $96.5 million, or 80% of North America proprietary seismic data acquisition revenue, compared to $141.0 million, or 82% of North America proprietary seismic data acquisition revenue, for the same period in 2011.  The decrease in operating expenses is primarily due to a decrease in reimbursable expenses in the U.S. due to lower overall crew activity levels in North America combined with few reimbursable costs paid to subcontractors. North America proprietary seismic acquisition operating expenses also include a $3.9 million gain related to a transaction during the first quarter of 2012 in which we exchanged, in a reciprocal transfer, certain equipment with a third party. See note 2 to our consolidated financial statements.

International proprietary seismic data acquisition operating expenses for the year ended December 31, 2012 totaled $314.4 million, or 82% of international seismic data acquisition revenue, compared to $455.4 million, or 98% of international seismic data acquisition revenue, for the same period in 2011.  The decrease in operating expenses was primarily the result of decreased activity in the Asia Pacific region, reduced operating expenses and efficiency improvements in Angola, Mexico and Suriname. During 2012, we also recorded restructuring costs of $5.6 million related to exiting and relocation of certain business activities primarily in North Africa and the Middle East related to the international proprietary seismic data segment. See note 21 for restructuring costs related to exiting and relocation of certain business activities.

 We capitalize the majority of operating costs directly associated with acquiring and processing multi-client data and amortize them based on a specific formula driven by actual sales and expected late sales.  Costs that are not capitalized generally represent costs incurred to deliver the projects’ data and certain expenses reimbursed by our clients.  These costs totaled $6.7 million and $0.5 million for the years ended December 31, 2012 and 2011, respectively.  Costs during 2012 include a loss of $5.1 million incurred in connection with the sale of certain North America seismic data during the first quarter of 2012. See Depreciation and Amortization below for discussion on our multi-client seismic data acquisition business amortization expense.

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Seismic data processing and integrated reservoir geosciences operating expenses totaled $12.4 million, or 84% of seismic data processing and integrated reservoir geosciences revenue for the year ended December 31, 2012, compared to $11.9 million, or 84% of seismic data processing and integrated reservoir geosciences revenue for the same period in 2011. The increase was primarily related to increase in bad debt offset by decreases in professional and contract services.

The expense information above includes inter-segment expense between seismic data processing and integrated reservoir geosciences and other segments totaling $5.6 million and $5.5 million for the years ended December 31, 2012 and 2011, respectively.

Depreciation and Amortization Expense.  Depreciation and amortization expense for the year ended December 31, 2012 totaled $123.9 million, compared to $158.4 million for the same period in 2011, a decrease of $34.5 million, or 21%.  The decrease was primarily the result of decreased acquisition of new pre-funded projects.  Amortization of multi-client data for the year ended December 31, 2012 totaled $53.3 million, or approximately 64% of multi-client revenues, compared to $85.0 million, or approximately 71% of multi-client revenues for the same period in 2011.  The decrease as a percentage of multi-client revenues is primarily the result of improved margins on new pre-funding projects combined with favorable mix of late sales during 2012 as compared to 2011.

General and Administrative Expense.  General and administrative expense for the year ended December 31, 2012 totaled $65.5 million, or 11% of revenues, compared to $75.6 million, or 10% of revenues for the same period in 2011.  The decrease was primarily the result of continuing cost containment efforts offset by increase in professional fees of $5.6 million related to the proposed financial restructuring. See notes 1 and 21 to our consolidated financial statements related to the proposed financial restructuring and related costs.

Asset Impairments.  During 2012, we recorded impairment charges of certain cost method investments totaling $6.0 million. During 2011, we recorded impairment charges related to our multi-client seismic data library of $2.4 million and goodwill impairment charges totaling $132.4 million, respectively.  See note 4(g) and “Goodwill Impairment Assessment” above and note 4(d) to our consolidated financial statements.

Interest Expense, Net.  Interest expense, net of interest income, for the year ended December 31, 2012 totaled $51.9 million, compared to $47.5 million for the same period in 2011.  The increase was primarily the result of interest expense associated with our Series D Preferred Stock issued in December 2010 and additional interest expense associated with the RBC Revolving Credit Facility and the Whitebox Revolving Credit Facility.  Interest expense includes dividends on mandatorily redeemable preferred stock.

Change in Fair Value of Derivative Liabilities.  The gain in the fair value of our derivative liabilities for the year ended December 31, 2012 totaled $5.7 million, compared to a gain of $33.3 million for the same period in 2011.  The fair

values of our derivative liabilities are subject to material changes primarily associated with fluctuations in the market value of our common stock which declined from $2.15 per share at December 31, 2011 to $0.05 per share at December 31, 2012.  When the value of our stock decreases, so does the value of the derivative liabilities, resulting in a gain for the year ended December 31, 2012.

Foreign Exchange Gains/Losses.  Foreign exchange loss for the twelve months ended December 31, 2012 totaled $0.7 million, compared to a loss of $2.3 million for the same period in 2011.  The loss in the twelve months ended December 31, 2012 was primarily the result of the weakening of the U.S. dollar against the foreign currencies in which we operate and changes in balances of monetary assets and liabilities denominated in those currencies. We incurred losses on settlement of receivables and payables during the period on foreign currency denominated balances.

Other Income, Net.  Other income, net for the year ended December 31, 2012 totaled $2.8 million, compared to $4.9 million for the same period in 2011. During 2012, we recorded a $2.1 million gain in connection with a loss of certain equipment experienced during 2011 which resulted from a wildfire in Colorado, United States. All insurance proceeds were used to replace the lost equipment. During 2011, we recorded a $5.6 million gain on the sale of a subsidiary partially offset by $1.1 million of deferred financing costs in connection with the early extinguishment of the RBC Revolving Credit Facility.

Income Tax Expense.  Income tax expense totaled $14.9 million for the year ended December 31, 2012, compared to $2.0 million for the same period in 2011.  The increase primarily relates to the increase of the valuation allowance, taxes due in countries with deemed profit tax regimes and withholding taxes. The increase in the valuation allowance was primarily due to an increase of U.S. and foreign net operating losses.

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Adjusted EBITDA and Net Loss.  Consolidated Adjusted EBITDA (as defined below) totaled $106.0 million for the year ended December 31, 2012, compared to $84.8 million for the same period in 2011.  The increase was primarily the result of increased activity and productivity in Latin America.

North America proprietary seismic data acquisition Adjusted EBITDA for the year ended December 31, 2012 totaled $19.9 million compared to $24.3 million for the same period in 2011. The decrease was the result of decreased crew utilization offset by a $3.9 million gain on exchange of equipment during the first quarter of 2012.

International proprietary seismic data acquisition Adjusted EBITDA for the year ended December 31, 2012 totaled $45.8 million compared to $(20.8) million for the same period in 2011.  The increase was primarily the result of improved production in Mexico, Angola and Suriname, offset by lower activity in the Asia Pacific region and cessation of certain operations in North Africa and the Middle East.

Multi-client seismic data acquisition Adjusted EBITDA for the year ended December 31, 2012 totaled $74.6 million compared to $117.0 million for the same period in 2011.  The decrease was primarily due to permit delays in certain areas of the U.S, decrease in projects due to lower gas prices and a $5.1 million loss incurred in the first quarter of 2012 related to the sale of certain seismic data.

Seismic data processing and integrated reservoir geosciences Adjusted EBITDA for the year ended December 31, 2012 totaled $2.4 million compared to $2.1 million for the same period in 2011.  The increase was primarily the result of improved business mix, pricing and productivity factors.

The corporate components of our operations are not considered a separate operating segment.

We had a loss applicable to common stockholders of $(93.1) million, or $(4.89) per common share, for the year ended December 31, 2012, compared to a loss applicable to common stockholders of $(231.3) million, or $(12.70) per common share, for the same period in 2011.  The decrease in our net loss applicable to common stock holders resulted primarily from the same variables impacting Adjusted EBITDA, the decrease in multi-client amortization expense, the increase in interest expense partially offset by gains in the fair value of our derivative liabilities all described above.

We define Adjusted EBITDA as Net Income (Loss) (the most directly generally accepted accounting principle or “GAAP” financial measure) before Interest, Taxes, Other Income (Expense) (including foreign exchange gains/losses, loss on early redemption of debt, gains/losses from changes in fair value of derivative liabilities and other income/expense), Asset Impairments and Depreciation and Amortization.  “Adjusted EBITDA”, as used and defined by us, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP.  Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by or used in operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP.  However, we believe Adjusted EBITDA is useful to an investor in evaluating our operating performance because this measure: (1) is widely used by investors in the energy industry to measure a company’s operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors; (2) helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital structure and asset base from its operating structure; and (3) is used by our management for various purposes, including as a measure of operating performance, in presentations to our Board of Directors, as a basis for strategic planning and forecasting, and as a component for setting incentive compensation.  There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss, and the lack of comparability of results of operations of different companies.

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The reconciliation from net loss applicable to common stockholders to Adjusted EBITDA is as follows (in thousands):

	Year Ended December 31,
	2012			2011
Loss applicable to common stockholders	$	(93,063	)	$	(231,251	)
Preferred stock dividends and accretion costs	10,102			9,198
Net loss	(82,961		)	(222,053		)
Provision for income taxes	14,918			2,040
Interest expense, net of interest income	51,864			47,540
Other (income) expense, net (as defined above)	(7,802		)	(35,825		)
Asset impairments	6,049			134,756
Depreciation and amortization (1)	123,924			158,388
Adjusted EBITDA	$	105,992		$	84,846

____________________________________________________________________________________________(1) Includes $53.3 million and $85.0 million, respectively, in amortization expense related to our multi-client seismic data acquisition business.

Results of Operations for Year Ended December 31, 2011 compared to 2010

Operating Revenues.  Consolidated revenues for the year ended December 31, 2011 totaled $763.7 million compared to $558.1 million for the same period in 2010, an increase of $205.6 million.  The increase was attributable to increased activity due to improved market fundamentals in North America, increased contribution from the multi-client data acquisition business in the United States, higher asset utilization in certain international regions and the addition of PGS Onshore assets.

For the year ended December 31, 2011, seismic data acquisition revenue totaled $755.1 million compared to $549.1 million for the same period in 2010, a decrease of 38%.  This increase in seismic data acquisition revenue was a result of an increase of $113.7 million in our international proprietary seismic data acquisition operations, an increase of $43.9 million in our North America proprietary seismic data acquisition operations and an increase of $48.4 million in our multi-client seismic data acquisition business.

North America proprietary seismic data acquisition revenues for the year ended December 31, 2011 totaled $172.7 million, or 23% of consolidated seismic data acquisition revenue, compared to $128.8 million, or 23% of consolidated seismic data acquisition revenue, for the same period in 2010.  The dollar increase was primarily the result of improved market conditions in the United States, increased activity in our Canadian operations and an overall increase in third-party reimbursable charges primarily resulting from variations in the usage mix of specialized survey technologies versus dynamite energy sources as compared to 2010.

International proprietary seismic data acquisition revenues for the year ended December 31, 2011 totaled $462.9 million, or 61% of consolidated seismic data acquisition revenue, compared to $349.2 million, or 64% of consolidated seismic data acquisition revenue, for the same period in 2010.  The increase in revenues was attributed to increased activity due to improved market conditions or changes in the types of surveys performed in Brunei, Australia, Malaysia, Angola, Algeria, UAE, Brazil, Bolivia, Mexico and Peru partially offset by a decrease in activity or changes in the types of surveys performed in Bangladesh, Indonesia, Egypt, Libya, Gabon, Cameroon, Colombia and Trinidad.

Multi-client seismic data acquisition revenues for the year ended December 31, 2011 totaled $119.5 million, or 16% of consolidated seismic data acquisition revenue, compared to $71.1 million or 13% of consolidated seismic data acquisition revenue, for the same period in 2010.  The dollar increase was primarily the result of increased pre-funding activity in the Midwestern U.S. during 2011, partially offset by a decrease in data library late sales driven primarily by the decline in natural gas prices during 2011 which has impacted our customers’ interest in certain regions.

Seismic data processing and integrated reservoir geosciences revenues increased to $14.1 million for the year ended December 31, 2011, from $11.8 million for the same period in 2010.  The increase was primarily the result of increased volume, improved pricing and business mix factors.

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The revenue information above includes inter-segment revenues between seismic data processing and integrated reservoir geosciences and other segments totaling $5.5 million and $2.8 million for the years ended December 31, 2011 and 2010, respectively.

Operating Expenses.  Consolidated direct operating costs totaled $603.3 million for the year ended December 31, 2011, compared to $455.9 million for the same period in 2010, a increase of 32%.  The increase was primarily a reflection of increased activity across all areas.

Seismic data acquisition operating expenses totaled $596.9 million for the year ended December 31, 2011, compared to $447.0 million for the same period in 2010, an increase of 34%.  Seismic data acquisition operating expenses as a

percentage of seismic data acquisition revenue were 79% for the year ended December 31, 2011, as compared to 81% for the same period in 2010.

North America proprietary seismic data acquisition operating expenses for the year ended December 31, 2011 totaled $141.0 million, or 82% of North America proprietary seismic data acquisition revenue, compared to $118.9 million, or 92% of North America proprietary seismic data acquisition revenue, for the same period in 2010.  The decrease in expenses as a percentage of revenues is a reflection of improved pricing and improved crew utilization and productivity. The dollar increase is primarily the result of increased sales volume and an overall increase in third-party reimbursable charges resulting from variations in the usage mix of specialized survey technologies versus dynamite energy sources as compared to 2010.

International proprietary seismic data acquisition operating expenses for the year ended December 31, 2011 totaled $455.4 million, or 98% of international seismic data acquisition revenue, compared to $326.4 million, or 93% of international seismic data acquisition revenue, for the same period in 2010.  The dollar increase in operating expenses was primarily the result of increased activity or changes in the types of surveys performed in Brunei, Australia, Angola, Algeria, UAE, Brazil, Bolivia, Mexico and Peru. Operating expenses in Australia were also affected by delays caused by inclement weather, which led to postponement in obtaining necessary environmental permits and client requests. Additionally, operating expenses were impacted by increased idle time due to civil unrest in North Africa, weather downtime in Mexico and Brazil during the first six months of 2011, weather downtime in Peru during the fourth quarter of 2011, additional operating costs in Mexico following the liftboat incident and a provision related to certain employment taxes for third country nationals performing work in certain countries.

We capitalize the majority of operating costs directly associated with acquiring and processing multi-client data and amortize them based on a specific formula driven by actual sales and expected late sales.  Costs that are not capitalized generally represent costs incurred to deliver the projects’ data and certain expenses reimbursed by our clients.  These costs totaled $0.5 million and $1.7 million for the years ended December 31, 2011 and 2010, respectively.  See Depreciation and Amortization below for discussion on our multi-client seismic data acquisition business amortization expense.

Seismic data processing and integrated reservoir geosciences operating expenses totaled $11.9 million, or 84% of seismic data processing and integrated reservoir geosciences revenue for the year ended December 31, 2011, compared to $11.7 million, or 99% of seismic data processing and integrated reservoir geosciences revenue for the same period in 2010.  With improved business mix and productivity factors during 2011, expenses were stable while revenue grew 19%.

The expense information above includes inter-segment expense between seismic data processing and integrated reservoir geosciences and other segments totaling $5.5 million and $2.8 million for the years ended December 31, 2011 and 2010, respectively.

Depreciation and Amortization Expense.  Depreciation and amortization expense for the year ended December 31, 2011 totaled $158.4 million, compared to $112.9 million for the same period in 2010, an increase of $45.5 million, or 40%.  The increase as a percentage of multi-client revenues is primarily the result of a higher volume of pre-funded projects which had higher amortization rates and lower late sales during 2011 as compared to 2010.

General and Administrative Expense.  General and administrative expense for the year ended December 31, 2011 totaled $75.6 million, or 10% of revenues, compared to $81.4 million, or 15% of revenues for the same period in 2010.  The decrease in expenses was partially offset by increased salary expense.

Asset Impairments.  During the year ended December 31, 2011, we recorded an impairment charge related to our multi-client seismic data library of $2.4 million and goodwill impairment charges totaling $132.4 million.  See “Goodwill Impairment Assessment” above and note 4(d) to our consolidated financial statements.

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Interest Expense, Net.  Interest expense, net of interest income, for the year ended December 31, 2011 totaled $47.5 million, compared to $37.8 million for the same period in 2010.  The increase was primarily the result of interest expense associated with our Series D Preferred Stock issued in December 2010 and additional interest expense associated with the RBC Revolving Credit Facility and the Whitebox Revolving Credit Facility. Interest expense includes dividends on mandatorily redeemable preferred stock.

Change in Fair Value of Derivative Liabilities.  The gain in the fair value of our derivative liabilities for the year ended December 31, 2011 totaled $33.3 million, compared to a loss of $6.4 million for the same period in 2010.  The fair values of our derivatives liabilities are subject to material changes primarily associated with fluctuations in the market value of our common stock which declined from $9.29 per share at December 31, 2010 to $2.15 per share at December 31, 2011. When the value of our stock increases, so does the value of the derivative liabilities. Additionally, the change in fair value of our derivative liabilities during the year ended December 31, 2011 reflects the adjustments to the conversion price of the Series B-1 Preferred Stock and the exercise prices of the 2008 and 2010 Warrants associated with the issuance of the Advisory Shares on August 29, 2011.

Foreign Exchange Gains/Losses.  Foreign exchange net loss for the year ended December 31, 2011 totaled $2.3 million, compared to a net gain of $0.4 million for the same period in 2010.  The net loss in 2011 was primarily the result of exchange rates weakening in the Latin America region, where local currency denominated monetary assets exceeded our local currency denominated monetary liabilities.

Other, Income Net.  Other income, net for the year ended December 31, 2011 totaled $4.9 million, compared to $2.1 million for the same period in 2010.  The increase was primarily the result of the $5.6 million gain on the sale of a Colombian subsidiary recorded in the third quarter of 2011 partially offset by a $1.1 million of deferred financing costs written off in connection with the early extinguishment of the RBC Revolving Credit Facility. During the second quarter of 2011, we experienced a loss of certain equipment as a result of a wildfire in Colorado, in the United States. During the year ended December 31, 2011, we recorded a net loss of $0.2 million related to this event, which includes insurance proceeds received of $1.5 million. We received additional insurance proceeds of $2.1 million during the first quarter of 2012 related to this event. All insurance proceeds will be used to replace the lost equipment.

Income Tax Expense.  Income tax expense totaled $2.0 million for the year ended December 31, 2011, compared to $4.8 million for the same period in 2010.  The change was primarily due to decreases in foreign withholding and deemed profits taxes.

Adjusted EBITDA and Net Loss.  Consolidated Adjusted EBITDA (as defined below) totaled $84.8 million for the year ended December 31, 2011, compared to $20.8 million for the same period in 2010.  The increase was primarily the result of higher activity in the United States, including increased contribution from our multi-client seismic data acquisition business and increased activity in Brunei, Australia, Algeria, UAE, Brazil, Mexico, Peru and Trinidad combined with increased activity and higher than expected operating expenses in Indonesia and Angola. Additionally, general and administrative expenses decreased primarily due to the absence of integration costs incurred in 2010 related to the acquisition of PGS Onshore, which totaled $5.2 million.

North America proprietary seismic data acquisition Adjusted EBITDA for the year ended December 31, 2011 totaled $24.3 million compared to $4.1 million for the same period in 2010. The increase was primarily the result of improved pricing and improved crew productivity in 2011 as compared to 2010.

International proprietary seismic data acquisition Adjusted EBITDA for the year ended December 31, 2011 totaled $(20.8) million compared to $(4.1) million for the same period in 2010.  The loss increase was primarily the result of changes in the types of surveys performed in 2011 which had lower margins coupled with the impact of additional costs incurred as a result of weather delays and constraints in Australia and Peru, civil unrest in North Africa, costs incurred following the liftboat incident in Mexico and a provision related to the potential liability for employment taxes for third country nationals performing work in certain countries.

Multi-client seismic data acquisition Adjusted EBITDA for the year ended December 31, 2011 totaled $117.0 million compared to $68.3 million for the same period in 2010.  The increase was primarily the result of increased pre-funding activity in 2011 as compared to 2010.

Seismic data processing and integrated reservoir geosciences Adjusted EBITDA for the year ended December 31, 2011 totaled $2.1 million compared to $0 million for the same period in 2010. 

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The corporate components of our operations are not considered a separate operating segment.

We had a loss applicable to common stockholders of $231.3 million, or ($12.70) per common share, for the year ended December 31, 2011, compared to a loss applicable to common stockholders of $147.5 million, or ($8.46) per common share, for the same period in 2010.  The increase in our net loss applicable to common stock holders resulted primarily from the same variables impacting Adjusted EBITDA, the increase in multi-client amortization expense, the increase in interest expense and the goodwill and multi-client data library impairment charges offset by gains in the fair value of our derivative liabilities and gains on the sale of certain non-core assets, all described above.

We define Adjusted EBITDA as Net Income (Loss) (the most directly generally accepted accounting principle or “GAAP” financial measure) before Interest, Taxes, Other Income (Expense) (including foreign exchange gains/losses, loss on early redemption of debt, gains/losses from changes in fair value of derivative liabilities and other income/expense), Asset Impairments and Depreciation and Amortization.  “Adjusted EBITDA”, as used and defined by us, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP.  Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by or used in operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP.  However, we believe Adjusted EBITDA is useful to an investor in evaluating our operating performance because this measure: (1) is widely used by investors in the energy industry to measure a company’s operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors; (2) helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital structure and asset base from its operating structure; and (3) is used by our management for various purposes, including as a measure of operating performance, in presentations to our Board of Directors, as a basis for strategic planning and forecasting, and as a component for setting incentive compensation.  There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss, and the lack of comparability of results of operations of different companies.

The reconciliation from net loss applicable to common stockholders to Adjusted EBITDA is as follows (in thousands):

	Year Ended December 31,
	2011			2010
Loss applicable to common stockholders	$	(231,251	)	$	(147,534	)
Preferred stock dividends and accretion costs	(9,198		)	8,850
Net loss	(222,053		)	(138,684		)
Provision for income taxes	2,040			4,810
Interest expense, net of interest income	47,540			37,827
Other (income) expense, net (as defined above)	(35,825		)	3,991
Asset impairments	134,756			—
Depreciation and amortization (1)	158,388			112,897
Adjusted EBITDA	$	84,846		$	20,841

____________________________________________________________________________________________

(1) Includes $85.0 million and $38.0 million, respectively, in amortization expense related to our multi-client seismic data acquisition business.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements for the year ended December 31, 2012 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

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Contractual Obligations

The following tables summarize our obligations and commitments to make future payments of principal and interest under our long-term debt, capital leases, notes payable, mandatorily redeemable preferred stock and operating leases for the periods specified as of December 31, 2012 (in thousands):

Contractual Obligations Table

	Total			Less than 1 year		1-3 years		4-5 years		Over 5 years
Long-Term Debt and Capital Lease Obligations	$	357,590		$	355,942	$	1,648	$	—	$	—
Interest on Long-Term Debt	34,813			34,813		—		—		—
Mandatorily Redeemable Preferred Stock(1)	85,448			—		47,611		37,837		—
Operational Leases(2)	32,234			23,880		7,098		1,256		—
Total	$	510,085		$	414,635	$	56,357	$	39,093	$	—
Discount on Long-Term Debt and Mandatory Redeemable Preferred Stock	(24,509		)
Total, Net of Discount	$	485,576

_____________________________________________

(1) Includes accrued interest.

(2) Includes minimum obligation for marine vessels on renewable 12 month time-charter.  Also includes impact of escalation clauses, as applicable.

Amount of Commitment Expiration Per Period

	Total Amounts Committed		Less than 1 year		1-3 years		4-5 years		Over 5 years
Foreign Overdraft Facilities	$	838	$	838	$	—	$	—	$	—

During 2012, we entered into various financing activities as further described in “— Liquidity and Capital Resources.”

Critical Accounting Policies

A critical accounting policy is one that is both important to the presentation of our financial condition and results of operations and requires management to make difficult, subjective or complex accounting estimates.  An accounting estimate is an approximation made by management of a financial statement element, item or account in the financial statements.  Accounting estimates in our historical consolidated financial statements measure the effects of past business transactions or events, or the present status of an asset or liability.  The accounting estimates described below require us to make assumptions about matters that are highly uncertain at the time the estimate is made.  Additionally, different estimates that we could have used or changes in an accounting estimate that are reasonably likely to occur could have a material impact on the presentation of our financial condition or results of operations.  The circumstances that make these judgments difficult, subjective and/or complex have to do with the need to make estimates about the effect of matters that are inherently uncertain.  Estimates and assumptions about future events and their effects cannot be predicted with certainty.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments.  These estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes.  Our significant accounting policies are discussed in Note 2 to our consolidated financial statements.  We believe the following accounting policies involve the application of critical accounting estimates.

Revenue Recognition

Our services are provided under cancelable service contracts.  Customer contracts for services vary in terms and conditions. Contracts are either “turnkey” or “term” agreements or a combination of the two.  Under turnkey agreements or the turnkey portions thereof, we recognize revenue based upon output measures as work is performed.  This method requires that we recognize revenue based upon quantifiable measures of progress, such as square miles or linear kilometers acquired.  With respect to those contracts where the customer pays separately for the mobilization of equipment, we recognize such mobilization fees as revenue during the performance of the seismic data acquisition, using the same performance method as for the acquisition work. We also receive revenue for certain third party charges under the terms of the service contracts.  We record amounts billed to customers in revenue as the gross amount including third party charges, if applicable, that are paid by the customer.  Our turnkey or term contracts typically contain provisions which ensure we are compensated for work performed prior to any cancellation due to work not being met or work not being performed within a particular time frame. Penalties for

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late delivery may be applied in certain circumstance. Where there is a risk of this happening, a provision consummate with the potential implied penalty is made. In some instances, customers are billed in advance of work performed and we recognize the liability as deferred revenue.  Taxes collected from customers and remitted to governmental authorities are excluded from revenues.

We account for multi-client sales as follows:

(a)Pre-funding arrangements—We obtain funding from customers before a seismic project is completed. In return for the pre-funding, the customer typically gains the ability to direct or influence the project specifications, to review the data as it is being processed and to pay discounted prices.  We recognize pre-funding revenue as the services are performed on a proportional performance basis usually determined by comparing the completed square miles of a seismic survey to the survey size unless specific facts and circumstances warrant another measure.  Progress is measured in a manner generally consistent with the physical progress on the project, and revenue is recognized based on the ratio of the project’s progress to date, provided that all other revenue recognition criteria are satisfied.

(b)Late sales—When we grant a license to a customer, the customer is entitled to have access to a specifically defined portion of the multi-client seismic data library.  Our customer’s license payment is fixed and determinable and typically is required at the time that the license is granted.  We recognize revenue for late sales when our customer executes a valid license agreement, has received the underlying data or has the right to access the licensed portion of the data and collection is reasonably assured.

(c)Sales of data jointly owned by us and partner—We have jointly acquired surveys with a partner whereby we share the costs of acquisition and earn license revenues.  These revenues are recognized as the services are performed on a proportional performance basis provided that all other revenue recognition criteria are satisfied.

Deferred revenue consists primarily of customer payments made in advance of work done, progress billings and mobilization revenue, amortized over the term of the related contract.

Multi-Client Seismic Data Library

We capitalize all costs directly associated with acquiring and processing the seismic data, including the depreciation of the assets used during production of the surveys.  We refer to these costs as our gross multi-client investment.  The capitalized cost of the multi-client data is charged to depreciation and amortization expense in the period the sales occur based on the greater of the percentage of total estimated costs to the total estimated sales in the first five years multiplied by actual sales, known as the sales forecast method, or the straight-line amortization method over five years.  This minimum straight-line amortization is recorded only if minimum amortization exceeds the amortization expense calculated using the sales forecast method.

We periodically review the carrying value of the multi-client seismic data library.  If during any such review we determine that the future revenue for a multi-client survey is expected to be more or less than the original estimate of total revenue, we decrease or increase (as the case may be) the amortization rate attributable to the future revenue from the multi-client survey.  Furthermore, in connection with the review, we evaluate the recoverability of the multi-client seismic data library, and if required under applicable accounting guidance, we record an impairment charge with respect to the multi-client survey.  During 2011, we performed our impairment review of such assets and determined that a specific multi-client survey was fully impaired.  Accordingly, we recorded an impairment charge of $2.4 million as of December 31, 2011, which is included in asset impairments in our consolidated statement of operations.  There were no impairment charges determined for 2012 or 2010.

Fair Value of Derivative Liabilities and Other Financial Instruments

Accounting guidance defines fair value, establishes a framework for measuring fair value under GAAP and requires certain disclosures about fair value measurements.

We have convertible preferred stock issued and outstanding and common stock warrants that were issued in connection with preferred stock issuances in July 2008 and December 2010.  Both the convertible preferred stock conversion feature and the warrants contain a price protection provision (or down-round provision) which reduces their price in the event we issue additional shares at a more favorable price than the strike price.  The fair value of the conversion feature is bifurcated from the host instrument and recognized as a derivative liability on our consolidated balance sheet.  The warrants are also

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recognized at fair value as a derivative liability on our consolidated balance sheet.  The fair value of the conversion feature, the warrants and other issuance costs of the preferred stock financing transaction are recognized as a discount to the preferred stock host.  The discount embedded in Series B-1 Preferred Stock is accreted to the preferred stock host from our paid in capital, treated as a deemed dividend, over the period from the issuance date through the earliest redemption date of the preferred stock.  The discount embedded in Series C-1 Preferred Stock and Series D Preferred Stock is accreted to the preferred stock from the period from issuance date through the redemption date and is recorded in interest expense.

We are not a party to any hedge arrangements, commodity swap agreement or other derivative financial instruments.

Goodwill

During 2011, as a result of an interim impairment test as of September 30, 2011, we recorded goodwill impairment charges totaling $132.4 million, which are included in asset impairments in our consolidated statement of operations.  Accordingly, at December 31, 2012 and 2011, we had no goodwill.  See note 4(d) to our consolidated financial statements.

We historically performed impairment tests on the carrying value of our goodwill on an annual basis as of December 31, or more frequently if events occur or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  Goodwill is tested for impairment at the reporting unit level.  In accordance with the applicable accounting guidance, we performed a two-step impairment test for goodwill.  In the first step of the impairment test the fair value of a reporting unit is compared to its carrying amount, including goodwill, to determine if a potential impairment exists.  If the carrying amount of the reporting unit exceeds its fair value, the second step is performed to measure the amount of impairment by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.  Significant judgment is involved in performing these fair value estimates since the results are based on forecasted assumptions.

For the goodwill impairment tests, we use a combination of the discounted cash flow method (income approach) and the subject company market approach.  The discounted cash flow method focuses on expected cash flows.  In applying this approach, the expected cash flow were projected based on assumptions regarding revenues, direct costs, general and administrative expenses, depreciation, applicable income taxes, capital expenditures and working capital requirements for a finite period of years, which was five years in our tests.  The projected cash flows and the terminal value, which was an estimate of the value at the end of the finite period and assumed a long-term growth rate, were then discounted to present value to derive an indication of the value of the reporting unit.  The discount rate used represented the estimated weighted average cost of capital consistent with the risk inherent in our future cash flows.  A higher discount rate decreases the net present value of cash flows.  We also utilized the subject company market approach which made a comparison of our

projections to reasonably similar publicly traded companies.  In weighting the results of the different valuation approaches, we placed more emphasis on the income approach.

An estimate of the sensitivity to net income resulting from goodwill impairment calculations is not practicable, given the numerous assumptions that can materially affect the estimates within.

Long-Lived Assets

Estimated useful lives are the mechanism by which we allocate the cost of long-lived assets over the asset’s service period.  The estimated useful lives of our long-lived assets are used to compute depreciation expense and estimate expected future cash flows attributable to an asset for the purposes of impairment testing.  Estimated useful lives are based, in part, on the assumption that we provide an appropriate level of required maintenance expenditures while the assets are still in operation.  Without these continued expenditures, the useful lives of these assets could decrease significantly.

We review long-lived assets for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.  Recoverability is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds either the fair value or the estimated discounted cash flows of the assets, whichever is more readily measurable.

Contingent Liabilities

We record loss contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated.  We consider loss contingency estimates to be critical accounting estimates because they entail significant judgment regarding probabilities and ranges of exposure, and the ultimate outcome of the proceedings is unknown and could have a

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material adverse effect on our results of operations, financial condition and cash flows.  We record our best estimate of a loss, or the low end of our range if no estimate is better than another estimate within a range of estimates, when the loss is considered probable.  As additional information becomes available, we reassess the potential liability related to the contingency and revises its estimates.  In our evaluation of legal matters, management holds discussions with applicable legal counsel and relies on analysis of case law and legal precedents.  We currently have loss contingencies related to litigation and tax matters.  See notes 14 and 16 to our consolidated financial statements.

Litigation

We are currently involved in various legal proceedings. We estimate the range of liability through discussions with applicable legal counsel and analysis of case law and legal precedents.  We record its best estimate of a loss, or the low end of our range if no estimate is better than another estimate within a range of estimates, when the loss is considered probable and can be reasonably estimated.  As additional information becomes available, we reassess the potential liability related to our pending litigation and revises our estimates.  Revisions in our estimates of the potential liability could materially affect the our results of operations and the ultimate resolution may be materially different from the estimates that we make.  See note 16 to our consolidated financial statements.

Recent Accounting Pronouncements

See note 2 to our consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to certain market risks arising from the use of financial instruments in the ordinary course of business.  These risks arise primarily as a result of potential changes to operating concentration and credit risk and foreign currency exchange rate risks.  Additionally, we are exposed to market risk with respect to our own equity securities.  These risks are further discussed below.

Concentration and Credit Risk

In the normal course of business, we provide credit terms to our customers.  As all of our customers are engaged in the oil and gas industry, they are similarly affected by changes in economic and industry conditions.  Fluctuations in commodity prices affect demand for and pricing of our services and impact the concentration of our customers and our exposure to credit risk.

We typically provide services to a relatively small group of key customers that account for a significant percentage of our accounts receivable at any given time.  If any of our key clients were to terminate their contracts or fail to contract for our services in the future because they are acquired, alter their exploration or development strategy, or for any other reason, our results of operations could be affected.  However, key customers change from year to year and the largest customers in any year may not be indicative of the largest customers in any subsequent year.  For the year ended December 31, 2012, our top 10 customers represented 69% of our consolidated revenue for the period.  Our largest customer accounted for 29% of our consolidated revenue for the year ended December 31, 2012.

 We utilize the specific identification method for establishing and maintaining allowances for possible losses.  Our allowance for doubtful accounts at December 31, 2012 was $0.7 million.  Our bad debt expense for the year ended December 31, 2012 was $0.4 million. 

We have cash and restricted cash balances which, at times, may exceed federally insured limits. Restricted cash includes cash held to collateralize standby letters of credit and performance guarantees.  At December 31, 2012, restricted cash also includes cash held in trust in connection with a short-term project financing agreement entered into in November 2011.  Volatility in financial markets may impact our credit risk on cash and short-term investments.  At December 31, 2012, cash and cash equivalents and restricted cash totaled $41.8 million.

Interest Rate Risk

Through August 12, 2011, we remained exposed to the impact of interest rate changes on the outstanding indebtedness under our Whitebox Revolving Credit Facility as amounts drawn under the facility continued to bear interest at a floating rate based on a specific formula as per the RBC Revolving Credit Facility, as amended.  Subsequent to entering into the amended and restated credit agreement with the Lenders on August 12, 2011, we are no longer exposed to the impact of interest rate

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changes on the outstanding indebtedness under the Whitebox Revolving Credit Facility, which has an 11.125% fixed interest rate.  See note 6 to our consolidated financial statements.

We are exposed to the impact of interest rate changes on the outstanding indebtedness under our short-term project financing agreement.  Amounts drawn under this line of credit bear interest at 8.0% plus one-month LIBOR rate.  The impact from a hypothetical 100 basis points increase in interest rates based on the average outstanding balance of this variable debt rate would be insignificant to our consolidated financial statements.

The fair market value of fixed-rate long-term debt increases as prevailing interest rates decrease and decreases as prevailing interest rates increase.  Increases in the fair value of our fixed-rate debt affect our results of operations and cash flows only if we elect to repurchase or otherwise retire fixed-rate debt at prices above carrying value.  The estimated fair value of our fixed-rate long-term debt was $150.6 million and $218.5 million at December 31, 2012 and 2011, respectively.

Foreign Currency Exchange Rate Risk

We operate in several countries and are involved in transactions denominated in currencies other than the U.S. dollar, which expose us to foreign currency exchange rate risk.  We utilize the payment structure of customer contracts to selectively reduce our exposure to exchange rate fluctuations in connection with monetary assets, liabilities and cash flows denominated in certain foreign currencies.  We do not hold or issue foreign currency forward contracts, option contracts or other derivative financial instruments for speculative purposes.

We have designated the U.S. dollar as the functional currency for our operations in international locations because the majority of our contracts with customers are denominated in U.S. dollars and we purchase equipment and finance capital primarily using the U.S. dollar.  Accordingly, certain assets and liabilities of foreign operations are remeasured at historical exchange rates, revenues and expenses are remeasured at the average rate of exchange for the period, and all translation gains or losses are reflected in the period’s results of operations.  Our net foreign exchange loss attributable to our international operations for the year ended December 31, 2012 was $0.7 million, which was primarily attributable to changes in exchange rates in Brazil, Mexico, Australia and Canada.  A 10% change in the U.S. dollar as compared to the currencies of Brazil, Mexico, Australia and Canada, would cause approximately a $4.4 million increase or decrease in our foreign exchange gains (losses) in the consolidated statement of operations.

Equity Risk

Under the terms of our Series B-1 Preferred Stock and existing warrants and options to purchase our common stock, the holders of these instruments are given an opportunity to profit from a rise in the market price of our common stock that, upon the conversion of our Series B Preferred Stock and the exercise of the warrants and/or options, could result in dilution in the interests of our other stockholders.  See our discussion in note 8 to our consolidated financial statements.  The holders of our Series B-1 Preferred Stock have the preemptive right to acquire shares of our common stock that we may offer for cash in the future, other than shares sold in a public offering.  In addition, the conversion price of the Series B-1 Preferred Stock, and the exercise price of the 2008 Warrants and the 2010 Warrants are subject to anti-dilution adjustments if we issue common stock at a price less than the applicable conversion or exercise price. The terms on which we may obtain additional financing may be adversely affected by the existence and potentially dilutive impact of our Series B-1 Preferred Stock, and common stock options and warrants.

Fair Value Measurements

As a result of certain anti-dilution provisions in the Series B-1 Preferred Stock conversion feature and the 2008 Warrants and 2010 Warrants, these instruments are recorded at fair value on a recurring basis as derivative liabilities in our consolidated balance sheet.  See notes 7, 8 and 9 to our consolidated financial statements.  Changes in the fair value of these derivative liabilities are recorded in other income (expense) as unrealized gains and losses.  The fair values of these instruments are subject to material changes primarily associated with fluctuations in the market value of our common stock.  Generally, as the market value of our stock increases/decreases, the fair values of our derivative liabilities increase/decrease and a corresponding loss/gain is recorded.  In addition, our estimate of the fair value of these instruments includes key assumptions for volatility and a risk-free discount rate.  We recorded unrealized gains of $5.7 million, $33.3 million, and an unrealized loss of $6.4 million for the years ended December 31, 2012, 2011 and 2010, respectively.  These unrealized gains and losses are primarily the result of changes in the price of our common stock at the valuation dates.  When the value of our stock increases/decreases, so does the value of the derivatives. 

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Due to the degree of estimation involved, our derivative liabilities are classified as Level 3 in the fair value hierarchy.  See note 9 to our consolidated financial statements. 

Item 8. Financial Statements and Supplementary Data

Our consolidated financial statements and the report of UHY LLP (“UHY”), our independent registered public accounting firm, with respect thereto, referred to in the Table of Contents to Consolidated Financial Statements, appear beginning on Page F-1 of this document and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

During the years ended December 31, 2012, 2011 and 2010, there were no disagreements with UHY on any significant accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of UHY, would have caused it to make reference thereto in connection with their respective reports on our financial statements for such years.  No reportable event as described in paragraph (a)(1)(v) of item 304 of Regulation S-K occurred during the years ended December 31, 2012 and 2011.

Item 9A. Controls and Procedures

(a) Effectiveness ofDisclosure Controls and Procedures.  We maintain disclosure controls and procedures that are designed to ensure information required to be disclosed in our reports under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and such information is accumulated and communicated to management, including our Chief Executive Officer ("CEO") and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

Our management, including the CEO and CFO, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal year covered by this Annual Report on Form 10-K.  As described below under Management’s Annual Report on Internal Control over Financial Reporting, we have identified a material weakness as of December 31, 2012.  As a result of this material weakness, our CEO and CFO have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were not effective.

(b) Management’s Annual Report on Internal Control over Financial Reporting.  Our management including our CEO and CFO are responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our consolidated financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risks controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The Company's management assessed the effectiveness of our internal control over financial reporting as of December 31, 2012, and in making this assessment, used the criteria set forth by the Committee of Sponsoring Organizations of the

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Treadway Commission in Internal Control-Integrated Framework ("COSO"). Based on management's assessment using those criteria management has concluded that the Company's internal control over financial reporting was ineffective at December 31, 2012.

The following material weakness was present at December 31, 2012:

Financial Close Process: Controls over our financial close process were deficient in areas related to accrued liabilities and accounting for multi-client seismic data library. These deficiencies resulted from the following:

(a) lack of the ability to accumulate complete and accurate information to estimate certain liabilities,

(b) lack of the ability to complete our evaluation, testing and any required remediation in a timely fashion to allow us to assess the effectiveness of controls as of December 31, 2012.

During 2012, we continued executing the remediation program that began during 2011, which included assessing the adequacy of processes and procedures underlying the specific areas discussed above, expanding and strengthening our controls surrounding the multi-client process, and strengthening their policies, procedures, and controls surrounding accrued expenses to ensure cooperation and coordination with departments outside of the accounting department.

We are committed to continuing to improve our internal control processes and will continue to review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may decide to take additional measures to address our control environment. We, however, cannot be certain that the measures undertaken will be sufficient to address any deficiencies identified or ensure that our internal control over financial reporting is effective. If we are unable to provide reliable and timely internal and external financial reports, our business and prospects could suffer material adverse effects. In addition, we may in the future identify further material weaknesses or significant deficiencies in our internal control over financial reporting.

This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting pursuant to the Rules of the Securities and Exchange Commission that permit the Company to provide only management's report in the annual report.

Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Set forth below are the names, ages and positions of the Company's directors and executive officers as of December 31, 2012. Except for Mr. Crowley, who was appointed to the board on November 8, 2012, all of the Company's directors named below were elected at the 2012 Annual Meeting for a term of one year or until his successor is duly elected and qualified.

Name	Age	Position with Geokinetics	Office Held Since
William R. Ziegler	70	Chairman (non-executive) and Director	1997
David J. Crowley	54	President, Chief Executive Officer and Director	2012
Robert L. Cabes, Jr.	43	Director	2006
Christopher M. Harte	65	Director	1997
Gary M. Pittman	49	Director	2006
Christopher D. Strong	54	Director	2007
Anthony Tripodo	60	Director	2010
Steven A. Webster	61	Director	1997
Gary L. Pittman	57	Executive Vice President and Chief Financial Officer	2010
Lee Parker	44	Executive Vice President - Operations	2007
Alejandra Veltmann	44	Vice President and Chief Accounting Officer	2012
William L. Moll, Jr.	46	Vice President, General Counsel and Corporate Secretary	2010

There are no family relationships between any of the directors or executive officers of Geokinetics.

William R. Ziegler has served as a member of the Board of Directors since August 1, 1997 and has served as the Chairman (non-executive) since February 2, 1999. Since January 2001, Mr. Ziegler has been of counsel at the law firm of Satterlee Stephens Burke & Burke, LLP, located in New York, NY. Prior to that, he was a partner in such law firm and its predecessors. Mr. Ziegler is currently a private investor, a General Partner of Somerset Capital Partners and a director of several private corporations. We believe that Mr. Ziegler's legal background, his board and corporate governance experience, and his familiarity with the seismic industry provide an important resource and skill set to our Board and his position as Chairman.

David J. Crowley has served as the President and Chief Executive Officer since November 8, 2012. Mr. Crowley previously served as the President and Chief Operating Officer of the Company since May 31, 2012. Mr. Crowley previously served as the President and Chief Executive Officer of Enventure Global Technology, L.L.C., an oilfield services company, from April, 2010 through May, 2012. Mr. Crowley held the position of President of U.S. Operations at Precision Drilling Oilfield Services, Inc., where he led the United States and International divisions, from December, 2008 through November, 2009. From July 2007 through December 2009, Mr. Crowley held the position of Executive Vice President and Chief Operating Officer at Grey Wolf Inc. (which was acquired by Precision Drilling Oilfield Services, Inc.). From April 2003 through July 2007, Mr. Crowley held the position of Senior Vice President of Operations at The Offshore Drilling Company (which was acquired by Hercules Offshore). From January 2001 through March 2003, Mr. Crowley held the position of Director of International Business Development at ENSCO International Inc. Prior to joining ENSCO, Mr. Crowley held various overseas positions in operations, engineering and marketing at Schlumberger Limited over a 20-year period beginning in June, 1980.

Robert L. Cabes, Jr. has served as a member of the Board of Directors since November 2, 2006. Mr. Cabes has been a Partner of Avista Capital Holdings, L.P., a private equity firm focused on investments in the energy, healthcare and media sectors, since June 2005. From April 2001 to June 2005, Mr. Cabes served as Principal of Global Energy Partners, or GEP, a specialty group within Credit Suisse's asset management business that made investments in energy companies. Mr. Cabes currently serves as a director of ACP II Marcellus; ACP II Utica; Celtique Energie, Limited; Hansa Hydrocarbons; Hi-Crush Proppants; Laramie Energy; Laredo Energy; Manti Exploration; Royal Offshore; and Spartan Offshore Drilling. Prior to joining GEP, Mr. Cabes was with Credit Suisse's and Donaldson, Lufkin and Jenrette's Investment Banking Division (prior to

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its acquisition by Credit Suisse in 2000) where he worked on debt and equity securities underwriting and mergers and acquisitions for energy companies. Before joining Donaldson, Lufkin and Jenrette, Mr. Cabes spent six years with Prudential Securities in its energy corporate finance group in Houston and New York. Mr. Cabes holds a B.B.A. from Southern Methodist University and is a CFA charterholder. Mr. Cabes brings to our Board his financial and analytical expertise in the energy sector, including his experience as a director of numerous oilfield services companies. Mr. Cabes was nominated to serve on the Board by the holders of the Company's Series B-1 Preferred Stock in accordance with the terms of the Certificate of Designations for the Series B-1 Preferred Stock.

Christopher M. Harte has served as a member of the Board of Directors since August 1, 1997. He was publisher of the Minneapolis Star Tribune from 2007 to 2009 and has been a private investor for more than the past five years. He is a director of Harte Hanks, Inc. (a direct marketing and shopper publishing company). We believe Mr. Harte's experience as a chief executive officer, his experience in marketing and public policy, and his public company director experience provide a valuable resource to the Board.

Gary M. Pittman has been a private investor for more than the past fifteen years and has served as a member of the Board of Directors since March 8, 2006. Mr. Pittman has been a Director of Constellation Energy Partners since 2012. From 1987 to 1995, Mr. Pittman was Vice President of the Energy Recovery Fund, a $180 million private equity fund focused on the energy industry. Mr. Pittman was a director and former Chairman of PostRock Energy, a natural gas exploration and production and interstate pipeline company. Mr. Pittman has served as a director of Quest Energy, an E&P MLP; director and compensation committee chair of Flotek Industries, an oilfield service company; director and audit committee member of Czar Resources, Ltd., a public Canadian exploration and production company; secretary, vice president and director of Sub Sea International, an offshore robotics and diving company; and owned and operated an oil and gas production and gas gathering company in Montana. We believe Mr. Pittman's energy industry and public company compensation, audit and governance experience and expertise are critical skill sets for our board.

Christopher D. Strong has served as a member of the Board of Directors since May 15, 2007. Mr. Strong is the former President and Chief Executive Officer of Union Drilling, Inc., an operator of land-based drilling rigs based in Fort Worth, TX, and had served in that capacity since April 2004. From June 1, 2003 to April 1, 2004, Mr. Strong served as Union Drilling's President and Treasurer. From May 1999 to June 1, 2003, he served as Union Drilling's Vice President and Chief Financial Officer. From 1994 until he joined Union, he served in various capacities at Hvide Marine, a marine oilfield service company, most recently as Vice President-Finance and Treasurer. From 1990 through 1994, Mr. Strong was Treasurer of Port Everglades, a seaport with one of the largest non-refinery petroleum tank farms in the country. Mr. Strong also served as an officer in the U.S. Navy. Mr. Strong brings to our Board over 15 years of experience in the oil and gas industry, including his extensive experience in finance and accounting.

Anthony Tripodo has served as a member of the Board of Directors since March 22, 2010. Mr. Tripodo joined Helix Energy Solutions Group as Executive Vice President and Chief Financial Officer in June 2008, having served on its Board of Directors since February 2003. From 2007 to 2008, he served as Executive Vice President & Chief Financial Officer of Tesco Corporation, a technology based oilfield services company. From 2003 to 2007, he served as Managing Director of Arch Creek Advisors LLC, a Houston based investment banking firm. From 1997 to 2003, Mr. Tripodo was Executive Vice President of Veritas DGC, Inc., an international oilfield service company specializing in geophysical services. Previously, Mr. Tripodo served 16 years in various executive capacities with Baker Hughes, including serving as Chief Financial Officer of both the Baker Performance Chemicals and the Baker Oil Tools divisions. Mr. Tripodo also served as a director of Petroleum Geo-Services, a Norwegian based oilfield services company specializing in geophysical services, Vetco International Ltd., a London based oilfield services company and TXCO Resources, an independent oil and gas exploration company. Mr. Tripodo brings many years of experience both as an officer of publicly-traded companies and a member of audit committees of various publicly traded companies overseeing finance and accounting functions to our Board of Directors. Mr. Tripodo was nominated to serve on the Board by PGS pursuant to the terms of the purchase agreement between PGS and Geokinetics.

Steven A. Webster has served as a member of the Board of Directors since August 1, 1997. Since co-founding the firm in July 2005, Mr. Webster has served as Co-Managing Partner of Avista Capital Partners, which makes private equity investments in energy, healthcare and other industries. Mr. Webster serves as Chairman of Carrizo Oil & Gas, Inc. and Basic Energy Services, Inc. He also serves on the boards of Era Group Inc., Hi-Crush Partners LP and Hercules Offshore, Inc. and as a Trust Manager of Camden Property Trust. He is also a General Partner of Somerset Capital Partners. From 2000 to 2005, Mr. Webster served as Chairman of Global Energy Partners, an affiliate of Credit Suisse. He was a founder and served as Chief Executive Officer of Falcon Drilling Company, Inc. and its successor, R&B Falcon Corporation from January 1988 to June 1999. Mr. Webster's extensive financial, analytical and investment banking experiences provide a critical skill set to the Board, as well as his experience as board chairman, director and senior executive of multiple publicly-traded oilfield service companies and oil and gas exploration companies which make up our customer base.

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Gary L. Pittman has served as Executive Vice President and Chief Financial Officer since October 13, 2010. Prior to joining the Company, Mr. Pittman served as the Executive Vice President and Chief Financial Officer of Edge Petroleum Corporation, a publicly held independent oil and gas exploration company, from January 2009 to December 2009, when Edge was sold to Mariner Energy, Inc. In 2009, Edge Petroleum Corporation filed a voluntary petition for reorganization under Chapter 11 of the U.S. Code. Prior to that, he served as Vice President of Special Projects of Tronox Incorporated, a publicly held chemical company, from September 2008 to January 2009. In January 2009, Tronox Incorporated filed a voluntary petition for reorganization under Chapter 11 of the U.S. Code. From March 2008 to August 2008, Mr. Pittman served as Vice President, Chief Financial Officer, Treasurer and Secretary of Vermilion Bay Exploration, Inc. and Vermilion Resources, Inc., privately owned oil and gas exploration companies. Mr. Pittman also served as Senior Vice President, Chief Financial Officer, Treasurer and Secretary of Pioneer Companies, Inc., a publicly held chemical company, from 2002 to 2007, when Pioneer was sold to Olin Corporation. Prior to that, Mr. Pittman served as Chief Financial Officer of Coho Energy, Inc. which, in 2002, filed a voluntary petition for reorganization under Chapter 11 of the U.S. Code. There is no relationship between Gary L. Pittman and Gary M. Pittman, a director of the Company.

Lee Parker has served as Executive Vice President - Operations since March 1, 2009 and was appointed Executive Vice President - International Operations effective September 1, 2007. Mr. Parker previously served as the Vice President - Acquisition Technology & Support for the Company since September 8, 2006. Prior to joining the Company, Mr. Parker served as Vice President - Technology of Grant since March 2001. During the period September 1993 through March 2001, he served in various technical and managerial roles for Grant in Europe, Africa, South America and the United States. Mr. Parker worked for Southtrim Autoclaves Ltd, a pharmaceutical equipment manufacturer, for five years prior to joining Grant.

Alejandra Veltmann has served as the Vice President and Chief Accounting Officer since December 6, 2012. Ms. Veltmann previously served as the Company's Corporate Controller since May 2011. Prior to joining the Company, in September 2009 she founded an international financial consulting practice for clients in the oil and gas services industry, including the Company. From June 2007 to December 2008, she held the position of Director of Compliance for Grey Wolf Drilling, Inc. and was promoted to Controller, Operations in January 2009, shortly after the company was acquired by Precision Drilling (NYSE:PDS), a publicly held international oil and gas drilling contractor, a position she held until August 2009. From 2002 to May 2007, Ms. Veltmann held several financial management positions, including consulting in the role of CFO for entrepreneurial companies. Prior to that, she served as audit senior manager for KPMG. Ms. Veltmann is a certified public accountant and holds a BBA degree in Accounting from The University of New Mexico.

William L. Moll, Jr. has served as Vice President, General Counsel and Corporate Secretary since April 1, 2010, after joining the Company in January 2010 as Vice President and Corporate Counsel. Mr. Moll has over 18 years of relevant experience, primarily representing publicly traded companies in the oil and gas industry. Prior to joining Geokinetics, Mr. Moll was with Patterson-UTI Energy, Inc., a drilling services contractor, since February 2007 where he served as General Counsel and Secretary. Prior to that, Mr. Moll spent 11 years with Stewart & Stevenson, a supplier of equipment used in oilfield services, where he held positions of increasing responsibility in the legal department. Mr. Moll began his legal career in 1991 with the law firm of Andrews & Kurth LLP after graduating from the University of Houston Law Center.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires Geokinetics' directors, officers and persons who own more than 10% of a registered class of Geokinetics' equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of the common stock and other equity securities of the Company. Officers, directors, and greater than 10% beneficial owners are required by SEC regulations to furnish Geokinetics with copies of all Section 16(a) reports they file with the SEC.

Based solely upon information furnished to Geokinetics and contained in reports filed with the SEC, as well as any written representations that no other reports were required, Geokinetics believes that all SEC reporting obligations of its directors, officers and beneficial owners of greater than 10% were satisfied in compliance with Section 16(a) of the Exchange Act during the fiscal year ended December 31, 2012.

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics was adopted by the Board of Directors on December 28, 2006, and applies to our directors, officers and employees, including the principal executive officer and principal financial officer. Our Code of Business Conduct and Ethics is available on our website and www.geokinetics.com under “Investor Relations” and “Corporate Governance.” You may also request a copy of the Code of Business Conduct and Ethics at no cost by making a written or telephone request for copies to Geokinetics Inc., 1500 CityWest Blvd., Suite 800, Houston, Texas 77042; Attention: Corporate

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Secretary. Any amendments to or waivers of the Code of Conduct and Business Ethics will also be posted on our website at www.geokinetics.com.

Audit Committee

The Audit Committee is comprised of Messrs. Tripodo (Chairman), Harte, Pittman and Strong. The Audit Committee's charter requires the committee to oversee Geokinetics' financial reporting process and report the results of its activities to the Board. The primary duties of the Audit Committee consist of, among other things:

• approving auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditors;

• appointing an independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit review or attest services for the Company, subject to Board and stockholder approval;

• reviewing and approving all related party transactions for amounts exceeding $120,000; and

• establishing procedures for the receipt, retention and treatment of complaints received by Geokinetics regarding financial controls, accounting or auditing matters.

The Company's principal independent auditor, UHY LLP, reports directly to the Audit Committee. In addition, the Audit Committee provides an open line of communication between the internal auditors, the independent auditor and the Board. As required by the Sarbanes-Oxley Act of 2002, the SEC requires that the Company disclose whether or not the Audit Committee has an “audit committee financial expert” as a member. An “audit committee financial expert” is defined as a person who, based on his or her experience, has the following attributes:

• an understanding of generally accepted accounting principles and financial statements;

• an ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

• experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and level of complexity of issues that can reasonably be expected to be raised by Geokinetics' financial statements, or experience actively supervising one or more persons engaged in such activities;

• an understanding of internal controls and procedures for financial reporting; and

• an understanding of audit committee functions.

The Board of Directors has determined that Messrs. Tripodo (Chairman), Pittman and Strong each satisfy the definition of “audit committee financial expert,” and has designated each of them as an “audit committee financial expert.”

The certifications of our chief executive officer and chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached as Exhibits 31.1 and 31.2 to this report.

Item 11. Executive Compensation

Summary Compensation Table for Fiscal Year Ended December 31, 2012

The following table sets forth information regarding compensation earned in or with respect to the last two fiscal years by:

• each person who served as the chief executive officer during 2012; and

• the two most highly compensated executive officers, other than the chief executive officers, who were serving as an executive officer at the end of 2012.

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These four executive officers are referred to as our named executive officers.

Name and Principal Position	Year	Salary ($)	Bonus ($) (2)	Stock Awards ($) (3)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($) (5)	All Other Compensation ($) (6)	Total ($)
David J. Crowley	2012	254,344	—	157,500	56,000	—	378	468,222
President and CEO(1)	2011	—	—	—	—	—	—	—
Richard F. Miles	2012	436,369	270,000	—	—	—	11,916	718,285
Former President and CEO(1)	2011	450,005	—	84,750	—	—	10,751	545,506
Gary L. Pittman	2012	312,001	—	—	—	—	12,032	324,033
Executive Vice President and CFO	2011	312,002	—	101,342	—	125,000	10,719	549,063
Lee Parker	2012	285,001	—	—	—	—	12,042	297,043
Executive Vice President- Operations	2011	285,000	—	—	13,740	115,000	11,889	425,629

(1) Mr. Crowley was appointed as President and Chief Operating Officer on May 31, 2012. On November 8, 2012, Mr. Miles retired as Chief Executive Officer and Mr. Crowley was appointed as Chief Executive Officer.

(2) Mr. Miles received a $270,000 cash bonus pursuant to the terms of the separation and release agreement that the Company entered into with Mr. Miles on November 8, 2012.

(3) These amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Mr. Pittman received 5,200 shares of restricted stock in place of a cash bonus for 2010. The restricted stock awarded for 2010 performance, which has a May 2, 2011 grant date, vests equally on May 15, 2012 and May 15, 2013. The fair value of the awards is based on the closing price of our common stock ($9.71) on the date of grant. On November 7, 2011, the Board awarded 25,000 shares of restricted stock to Mr. Miles and 15,000 shares of restricted stock to Mr. Pittman. The restricted stock awards vest equally on November 15, 2012, 2013 and 2014. The fair value of the awards is based on the closing price of our common stock ($3.39) on the date of grant. On May 30, 2012, the Board awarded 350,000 shares of restricted stock to Mr. Crowley in connection with his appointment as President and Chief Operating Officer. The restricted stock award vests equally on May 15, 2013, 2014 and 2015. The fair value of the award is based on the closing price of our common stock ($.45) on the date of grant. On the effective date of the Plan, all outstanding restricted stock will be cancelled without consideration.

(4) These amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation, please see “Note 11 - Employee Benefits” of the Notes to Consolidated Financial Statements. On November 7, 2011, the Board awarded 6,000 nonqualified options to purchase common stock to Mr. Parker, with a grant date fair value of $2.29 per option. On May 30, 2012, the Board awarded 200,000 nonqualified options to purchase common stock to Mr. Crowley, with a grant date fair value of $.28 per option, in connection with his appointment as President and Chief Operating Officer. On the effective date of the Plan, all outstanding stock options will be cancelled without consideration.

(5) These amounts reflect cash bonuses paid under the Company's 2011 Incentive Compensation Plan based on performance for the fiscal year ended December 31, 2011 that were approved by the Compensation Committee on November 6, 2012. The 2012 bonus amounts for the named executive officers are not expected to be paid until May 2013.

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(6) The Company makes matching 401(k) plan contributions and pays the premiums for life insurance that exceeds $50,000 on behalf of the named executive officers. No amounts of executive compensation are deferred under the 401(k) plan.

Name	Year	401(k) Match ($)	Life Insurance Premiums ($)	Total ($)
David J. Crowley	2012	—	378	378
	2011	—	—	—
Richard F. Miles	2012	11,250	666	11,916
	2011	9,887	864	10,751
Gary L. Pittman	2012	11,250	782	12,032
	2011	9,855	864	10,719
Lee Parker	2012	11,250	792	12,042
	2011	11,025	864	11,889

Compensation for 2012

Base Salaries

The named executive officers are parties to employment agreements with the Company, as described below, that provide for minimum base salaries, subject to annual review and adjustment. The base salaries of our named executive officers are evaluated annually after reviewing business results and individual performance, as well as comparison to internal peers and external market data for similar roles. Mr. Crowley's base salary was increased from $400,000 to $525,000 in connection with his appointment as Chief Executive Officer on November 8, 2013. The other named executive officers did not receive an increase in base salary in 2012.

Bonuses

In 2012, the Company utilized a performance-based variable incentive compensation program for all key staff, management and executives. Under this program, individual target bonus award levels were based on a target percentage of each eligible employee's salary in accordance with the provisions described in the Company's total compensation program. The bonus targets are distributed in accordance with each employee's organizational grade. The achievement of targets is based on corporate performance, business unit performance and personal performance. Bonus eligible employees are measured on a combination of these components. The 2012 bonus amounts for the named executive officers are not expected to be paid until May 2013.

Equity Awards

The Board approved awards of 350,000 shares of restricted stock and 200,000 stock options for Mr. Crowley in connection with his appointment as President and Chief Operating Officer in May 2012. No other equity awards were made to any of the named executive officers for 2012.

Retirement and Health/Welfare Benefits

Executive officers are eligible to participate in all of the employee benefit plans, including Company-paid medical, dental, vision, group life and accidental death and dismemberment insurance and the 401(k) plan, on the same basis as other employees. Additionally, Geokinetics currently provides a matching contribution up to 4.5% on a 6.0% employee contribution under its 401(k) and international retirement plans. Geokinetics does not offer pension or retirement benefits. International officers and employees may have slightly different employee benefit plans than those offered domestically, typically based on certain legal requirements in each specific country. Currently, our named executive officers are not entitled to benefits, or perquisites, that are not otherwise available to all of our employees.

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Employment Agreements

David J. Crowley

Mr. Crowley's employment agreement provides for an annual base salary of $400,000 and that Mr. Crowley is eligible to participate in the Company's Incentive Compensation Plan based on an annual target of 67% of his base salary, with a maximum award of 100% of his base salary. Mr. Crowley's base salary was increased from $400,000 to $525,000 in connection with his appointment as Chief Executive Officer on November 8, 2013. Mr. Crowley is entitled to a lump-sum severance payment equal to one year of his current annual base salary and one year of his target bonus if he resigns for good reason or if his employment is terminated by the Company without cause. Regardless of the reason for termination, Mr. Crowley's eligibility for severance pay is contingent upon his compliance with certain non-competition obligations in the employment agreement. Mr. Crowley is not entitled to severance pay for a termination based on death or disability, resignation without good reason, or termination for cause. Mr. Crowley is entitled to a lump-sum severance payment equal to two times his current annual base salary and his target bonus if the Company terminates his employment without cause or if he resigns with good reason within one year after a change of control. The employment agreement also contains various non-solicitation provisions.

If the Company terminates Mr. Crowley's employment without cause or if he resigns with good reason within one year after a change of control, then all of Mr. Crowley's outstanding equity awards will immediately vest and any options will continue to be exercisable during the remainder of the term of the option subject to the terms of the option agreement. However, if a change of control occurs in which (i) the Company is not the surviving entity in the transaction or survives as a subsidiary of an entity other than a previously wholly owned subsidiary of the Company and, immediately after giving effect to the transaction, the surviving entity is a publicly traded entity or a direct or indirect controlled subsidiary of a publicly traded entity or (ii) the Company is acquired by another entity whose securities are publicly traded or the securities of a direct or indirect controlling parent of such entity are publicly traded, then all of Mr. Crowley's outstanding equity awards will immediately vest as of the date of the change of control and the term of any outstanding options will continue to be exercisable during the remainder of the term of the option subject to the terms of the option agreement and the terms of the change of control transaction.

Gary L. Pittman

Mr. Pittman's employment agreement provides for an annual base salary of $312,000 and a discretionary bonus with a target of 66% of his base salary. If Geokinetics terminates Mr. Pittman's employment without cause or Mr. Pittman resigns from his employment for good reason, Mr. Pittman is entitled to 12 months' severance pay. The employment agreement provides that Mr. Pittman is not entitled to severance pay if his employment is terminated due to death, disability, his resignation (other than for good reason), or termination for cause, unless Geokinetics advises Mr. Pittman of its intention to enforce certain non-compete obligations. In the event Geokinetics undergoes a change in control, all of Mr. Pittman's stock options and any other equity awards then outstanding will immediately become 100% vested and immediately and fully exercisable. The agreement also contains various non-compete and non-solicitation provisions.

Lee Parker

Mr. Parker's employment agreement provides for an annual base salary of $285,000 and a discretionary bonus with a target of 66% of his base salary. If Geokinetics terminates Mr. Parker's employment without cause, Mr. Parker is entitled to 12 months' severance pay. The employment agreement provides that Mr. Parker is not entitled to severance pay if his employment is terminated due to death, disability, his resignation, or termination for cause, unless Geokinetics advises Mr. Parker of its intention to enforce certain non-compete obligations. In the event Geokinetics undergoes a change in control resulting in a reduced salary or job function, Mr. Parker has the right to resign from Geokinetics within six months of the date of event in addition to receiving 12 months' salary. In the event of a change in control, Mr. Parker will automatically vest in 50% of the outstanding, unvested equity from each vesting period. In addition, if the change in control results in a reduced job function, Mr. Parker will automatically vest in the remaining 50% of the outstanding, unvested equity from each vesting period (thereby resulting in 100% vesting in outstanding, unvested equity). The agreement also contains various non-compete and non-solicitation provisions.

Separation and Release Agreement

On November 8, 2012, Richard F. Miles entered into a separation and release agreement with the Company in connection with his retirement as Chief Executive Officer and as a member of the board of directors of the Company. The separation and release agreement provided, among other things, that (i) Mr. Miles will receive a $270,000 cash bonus, (ii) Mr. Miles will receive $900,000 in cash severance payments, with $225,000 to be paid on May 9, 2013 and the remainder to be

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paid in 18 monthly installments of $37,500 per month, (iii) the Company will pay the medical and dental insurance premiums under COBRA for Mr. Miles and his eligible dependents for 18 months or until Mr. Miles and his eligible dependents are covered under another plan or the Company is no longer obligated to offer COBRA coverage and $750 per month for the six-month period commencing at the end of such 18-month period if Mr. Miles and his dependents continue to be eligible for COBRA coverage at such time, and (iv) all unvested stock options, restricted stock or other equity compensation granted to Mr. Miles fully vested as of the date of the agreement.

In the separation and release agreement, Mr. Miles provided a customary general release to the Company and agreed to remain subject to certain confidentiality and non-competition covenants originally set forth in his employment agreement. Mr. Miles also agreed to serve as a special advisor to the board of directors of the Company on a month-to-month basis for a period of time in exchange for a monthly advisory fee of $2,500.

Outstanding Equity Awards as of December 31, 2012

The following table provides information as of December 31, 2012, regarding exercisable and unexercisable stock options and unvested restricted stock awards held by each of the named executive officers. On the effective date of the Plan, all outstanding equity interests, including all of the stock options and restricted stock in the following table, will be cancelled without consideration.

		Option Awards					Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
David J. Crowley	5/30/2012	—	200,000	(1)	0.49	5/30/2022	—		—
	5/30/2012	—	—			—	350,000	(6)	17,500
Richard F. Miles(2)	—	—	—		—	—	—		—
Gary L. Pittman	11/7/2011	—	—		—	—	10,000	(7)	500
	5/2/2011	—	—		—	—	2,600	(8)	130
	10/13/2010	20,000	30,000	(3)	6.98	10/13/2020	—		—
Lee Parker	11/7/2011	2,000	4,000	(4)	3.39	11/15/2017	—		—
	11/4/2010	20,000	10,000	(5)	6.60	11/15/2016	—		—
	7/27/2009	15,640	—		14.73	12/10/2013	—		—
	12/10/2007	3,000	—		28.00	11/15/2013	—		—

(1) 50,000 stock options will become exercisable on each of May 15, 2014, May 15, 2015, May 15, 2016 and May 15, 2017.

(2) Pursuant to the terms of the separation and release agreement that the Company entered into with Mr. Miles on November 8, 2012, all stock options held by Mr. Miles became exercisable and all restricted stock held by Mr. Miles vested as of the date of the agreement.

(3) 30,000 stock options will become exercisable on November 15, 2013.

(4) 2,000 stock options will become exercisable on each of November 15, 2013 and November 15, 2014.

(5) 10,000 stock options will become exercisable on November 15, 2013.

(6) 116,666 shares will vest on each of May 15, 2013 and May 15, 2014 and 116,667 shares will vest on May 15, 2015.

(7) 5,000 shares will vest on each of November 15, 2013 and November 15, 2014.

(8) 2,600 shares will vest on May 15, 2013.

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(9) The market value is determined by the closing price of our common stock ($.05) on December 31, 2012.

2012.

Director Compensation

For 2012, each incumbent non-employee director received an annual retainer of $30,000 and each director is also entitled to receive $1,500 per Board meeting attended in person or by telephone. An additional stipend of $15,000 was received by the Chairman; $15,000 for the Audit Committee Chairman; $15,000 for the Compensation Committee Chairman; $5,000 for the Nominating and Governance Committee Chairman; and each Committee member is entitled to receive $1,000 per Committee meeting attended in person or by telephone. The members of the Special Committee, which is comprised of Messrs. Pittman (Chairman), Strong and Tripodo, also receive $1,000 per Committee meeting attended in person or by telephone and the Special Committee Chairman receives an additional stipend of $15,000. There is no deferred compensation for directors.

The Board grants equity awards to directors on an annual basis in an amount recommended by the Compensation Committee and approved by the full Board. In March 2012, the Compensation Committee recommended an award of 10,000 shares of restricted stock to the directors for 2012. The value of the restricted stock price is based on the closing stock price of our common stock, $1.89, on the date of grant, March 13, 2012. The restricted stock will vest equally over three years on each of May 15, 2013, 2014 and 2015.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1) (2)	Option Awards ($) (3)	All Other Compensation ($)	Total $
William R. Ziegler(4)	75,500	18,900	—	—	94,400
Gary M. Pittman(5)	117,375	18,900	—	—	136,275
Christopher M. Harte	73,500	18,900	—	—	92,400
Steven A. Webster	50,000	18,900	—	—	68,900
Robert L. Cabes, Jr.(6)	77,000	18,900	—	—	95,900
Christopher D. Strong	98,500	18,900	—	—	117,400
Anthony Tripodo(7)	108,500	18,900	—	—	127,400
Gottfred Langseth(8)	16,500	18,900	—	—	35,400

(1) These amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

(2) As of December 31, 2012, each of the nonemployee directors had aggregate outstanding 15,833 shares of unvested restricted stock, except Mr. Tripodo who had 14,833 shares of unvested restricted stock. On the effective date of the Plan, all outstanding restricted stock will be cancelled without consideration.

(3) As of December 31, 2012, each of the nonemployee directors other than Mr. Tripodo had aggregate outstanding 4,302 stock options. On the effective date of the Plan, all outstanding stock options will be cancelled without consideration.

(4) Chairman of the Board.

(5) Chairman of Corporate Governance and Nominating Committee and Chairman of Special Committee.

(6) Chairman of Compensation Committee. Mr. Cabes is obligated under his employment arrangement with Avista Capital Holdings L.P. to transfer any remuneration he receives as a director of the Company to Avista.

(7) Chairman of Audit Committee.

(8) Mr. Langseth did not stand for re-election as a director at the Company's 2012 Annual Meeting of Stockholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of March 8, 2013, the number of shares of common stock and Series B-1 Preferred Stock beneficially owned by (i) each person known by Geokinetics to be the holder of more than 5% of any class of our voting securities, (ii) each director, (iii) each named executive officer, and (iv) all of Geokinetics directors and executive officers as a group. None of the directors or executive officers beneficially own any Series B-1 Preferred Stock. Unless otherwise indicated, each holder has sole voting and investment power with respect to the shares of common stock or Series B-1 Preferred Stock owned by such holder.

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Ownership of Directors and Executive Officers

Directors and Executive Officers	Amount and Nature of Beneficial Ownership of Common Stock		Percent of Common Stock(1)		Amount and Nature of Beneficial Ownership of Series B-1 Preferred Stock	Percent of Series B-1 Preferred Stock(1)	Percent of Voting Securities Beneficially Owned
Steven A. Webster	1,142,363	(2)	5.7	%	—	—	4.5	%
William R. Ziegler	727,328	(3)	3.7	%	—	—	2.9	%
Christopher M. Harte	183,137	(4)	*		—	—	*
Gary M. Pittman	29,752	(5)	*		—	—	*
Robert L. Cabes, Jr.	32,367	(6)	*		—	—	*
Christopher D. Strong	29,337	(7)	*		—	—	*
Anthony Tripodo	19,250	(8)	*		—	—	*
David J. Crowley	350,000	(9)	1.8	%	—	—	*
Gary L. Pittman	40,200	(10)	*		—	—	*
Lee Parker	86,649	(11)	*		—	—	*
Richard F. Miles	210,280	(12)	1.1	%	—	—	*
All Current Directors and Executive Officers as a Group (12 Persons)	2,673,383		13.3	%	—	—	10.4	%

Certain Beneficial Owners

Name and Address of Beneficial Owners	Amount and Nature of Beneficial Ownership of Common Stock		Percent of Common Stock(1)		Amount and Nature of Beneficial Ownership of Series B-1 Preferred Stock		Percent of Series B-1 Preferred Stock(1)		Percent of Voting Securities Beneficially Owned
Avista Capital Partners GP, LLC
65 E. 55th Street, 18th Floor
New York, NY 10022	4,967,954	(6)(13)	22.8	%	327,288	(14)	90.9	%	36.8	%
Levant America S.A.
750 Lexington Avenue, 26th Floor
New York, NY 10022	—				32,720	(15)	9.1	%	2.0	%
Petroleum Geo-Services ASA
Strandveien 4, P.O. Box 89
N-1326 Lysaker, Norway	3,318,616	(16)	15.9	%	—		—		12.5	%

* Less than 1%.

(1) In accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act, each person listed in this table is deemed to beneficially own shares of common stock issuable to such person upon exercise of options or warrants or upon conversion of convertible securities if such exercise or conversion may be effected within 60 days. However, shares of common stock issuable upon exercise or conversion of securities held by other persons are not deemed to be outstanding for purposes of determining the percentage of the class of voting securities held by such person. In addition, certain shares may be deemed beneficially owned by more than one person or entity listed in the table. On March 8, 2013 there were issued and outstanding 19,136,516 shares of common stock, warrants to purchase 3,735,000 shares of common stock, 360,008 shares of Series B-1 Preferred Stock convertible into 5,642,759 shares of common stock, and 554,126 shares of unvested restricted stock. On the effective date of the Plan, all outstanding equity interests, including all of the common stock, restricted common stock, options to

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purchase common stock, warrants, and preferred stock reflected in this table, will be cancelled without consideration.

(2) Includes (i) 719,353 shares of common stock owned of record by Mr. Webster, (ii) 15,833 shares of unvested restricted stock, (iii) 4,302 shares of common stock issuable upon the exercise of vested stock options, (iv) 203,875 shares of common stock purchasable within 60 days upon the exercise of warrants owned of record by Mr. Webster, (v) 110,702 shares of common stock owned of record by Kestrel Capital, L.P., since Mr. Webster is President of Peregrine Management, LLC, the sole General Partner of Kestrel Capital, L.P., and (iv) 88,298 shares of common stock owned of record by Cerrito Partners, since Mr. Webster is the Managing Partner of Cerrito Partners.

(3) Includes (i) 590,693 shares of common stock owned of record by Mr. Ziegler, (ii) 15,833 shares of unvested restricted stock, (iii) 4,302 shares of common stock issuable upon the exercise of vested stock options, and (iv) 116,500 shares of common stock purchasable within 60 days upon the exercise of warrants owned of record by Mr. Ziegler.

(4) Includes (i) 12,232 shares of common stock owned of record by Mr. Harte, (ii) 15,833 shares of unvested restricted stock, (iii) 4,302 shares of common stock issuable upon the exercise of vested stock options, (iv) 75,298 shares of common stock owned of record by Spicewood Investment Partners 2004 L.P., of which Mr. Harte is the general partner, and (v) 75,472 shares of common stock owned of record by Spicewood Family Partners of which Mr. Harte is the general partner.

(5) Includes (i) 9,617 shares of common stock owned of record by Mr. Pittman, (ii) 15,833 shares of unvested restricted stock, and (iii) 4,302 shares of common stock issuable upon the exercise of vested stock options.

(6) Includes (i) 12,232 shares of common stock owned of record by Mr. Cabes, (ii) 15,833 shares of unvested restricted stock, and (iii) 4,302 shares of common stock issuable upon the exercise of vested stock options. Mr. Cabes is obligated under his employment arrangement with Avista Capital Holdings, L.P. to disclaim all rights of ownership to any Geokinetics capital stock he is awarded by the Company.

(7) Includes (i) 9,202 shares of common stock owned of record by Mr. Strong, (ii) 15,833 shares of unvested restricted stock, and (iii) 4,302 shares of common stock issuable upon the exercise of vested stock options.

(8) Includes (i) 4,417 shares of common stock owned of record by Mr. Tripodo and (ii) 14,833 shares of unvested restricted stock.

(9) 350,000 shares of unvested restricted stock.

(10) Includes (i) 7,600 shares of common stock owned of record by Mr. Pittman, (ii) 12,600 shares of unvested restricted stock and (iii) 20,000 shares of common stock issuable upon the exercise of vested stock options. Does not include 30,000 shares of common stock issuable upon the exercise of stock options that are not exercisable within 60 days of March 8, 2013.

(11) Includes (i) 46,009 shares of common stock owned of record by Mr. Parker and (ii) 40,640 shares of common stock issuable upon the exercise of vested stock options. Does not include 14,000 shares of common stock issuable upon the exercise of stock options that are not exercisable within 60 days of March 8, 2013.

(12) Includes (i) 131,000 shares of common stock owned of record by Mr. Miles and (ii) 79,280 shares of common stock issuable upon the exercise of vested stock options.

(13) Information is based upon a Schedule 13D/A filed with the SEC on May 10, 2012 and the Company's internal records. Includes (i) 2,266,340 shares owned of record by Avista and (ii) 597,614 shares of common stock owned of record by Avista Offshore. Avista Capital Partners GP, LLC is the general partner of both Avista and Avista Offshore. Also includes (i) 1,664,964shares of common stock, purchasable within 60 days upon the exercise of warrants owned by Avista and (ii) 439,036 shares of common stock purchasable within 60 days upon the exercise of warrants owned by Avista Offshore. Mr. Webster and Mr. Cabes disclaim beneficial ownership of any shares of common stock held by Avista and Avista Offshore.

(14) 5,129,906 shares of common stock are issuable upon the conversion of 327,288 shares of Series B-1 Preferred Stock held by Avista and Avista Offshore.

(15) 512,853 shares of common stock are issuable upon the conversion of 32,720 shares of Series B-1 Preferred Stock.

(16) Information is based upon a Schedule 13D/A filed with the SEC on April 26, 2011. Includes 2,153,616 shares issued as part of the acquisition of PGS Onshore and 1,165,000 shares of common stock purchasable within 60 days upon the exercise of the 2010 Warrants.

Securities Authorized for Issuance under Equity Compensation Plans

As of December 31, 2012, we had three active equity compensation plans approved by security holders: the 2002 Plan, the 2007 Plan and the 2010 Plan. Adopted in March 2003 and amended in November 2006, the 2002 Plan has 800,000 shares of common stock authorized for issuance; the 2007 Plan, adopted on May 23, 2007, has 750,000 shares of common stock authorized for issuance; and the 2010 Plan, adopted on April 1, 2010, has 1,600,000 shares of common stock authorized for issuance.

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Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuances Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity Compensation Plans Approved by Security Holders	845,876	7.50	591,344
Equity Compensation Plans Not Approved by Security Holders	—	—	—
Total	845,876	7.50	591,344

Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

Below are the transactions that occurred during the last two fiscal years and proposed transactions in which, to Geokinetics' knowledge, the Company was or is a party, and in which any director, director nominee, executive officer, holder of more than 5% of our voting securities or any member of their immediate family had or will have a direct or indirect material interest:

PGS Agreement

The Company previously entered into an agreement with PGS whereby PGS agreed to operate the Company's seismic data acquisition business in Libya for the Company's benefit until completion of the formation of a subsidiary in Libya and acquisition of the required licenses to own and operate the business in Libya. The Company agreed to reimburse PGS for the costs of operating the business for the Company's benefit. During the fourth quarter of 2010 and the first quarter of 2011, the Company formed a subsidiary in Libya and acquired certain licenses necessary to operate its business there. However, as a result of the civil unrest in Libya, the Company has been unable to operate its business or utilize its equipment in Libya since the first quarter of 2011. During the second quarter of 2012, the Company began to transfer this equipment out of the area and the process was completed during the third quarter of 2012.

Avista Commitment Letter

On March 16, 2012, the Company entered into a commitment letter with Avista to obtain up to $10 million in debt financing until January 1, 2013. In consideration for their obligations under the commitment letter, the Company paid Avista a fee of $300,000 at the time the commitment letter was executed and an additional $463,000for payments of the cash equivalent value of certain warrant obligations during the 2012 fiscal year. The commitment letter was terminated in December 2012.

As of March 8, 2013, Avista collectively held 4,967,954 shares of common stock of record, 327,288 shares of Series B-1 Preferred Stock, 133,982 shares of Series C-1 Preferred Stock, 64,000 shares of Series D Junior Preferred Stock and warrants to purchase 2,104,000 shares of common stock.

Preferred Stock Exchanges

On May 9, 2012, Geokinetics entered into (i) a Series B Preferred Stock Subscription and Exchange Agreement with the holders of the Company's Series B Senior Convertible Preferred Stock (the “Old Series B Preferred Stock”), pursuant to which the holders of the Old Series B Preferred Stock exchanged their shares of Old Series B Preferred Stock for an equal number of shares of the Series B-1 Preferred Stock and (ii) a Series C Preferred Stock Subscription and Exchange Agreement with the holders of the Company's Series C Senior Preferred Stock (the “Old Series C Preferred Stock”) pursuant to which the holders of the Series C Preferred Stock exchanged their shares of the Series C Senior Preferred Stock for shares an equal number of shares of the Series C-1 Senior Preferred Stock of the Company. Avista and Levant held all of the shares of the Old Series B Preferred Stock that were exchanged for the new Series B-1 Preferred Stock and Avista held all of the shares of the Old Series C Preferred Stock that were exchanged for the new Series C-1 Preferred Stock. The exchanges were consummated to resolve certain technical legal questions relating to the prior issuance of and/or amendment to certain shares of the Old Series B Preferred Stock and Old Series C Preferred Stock and to ensure that full legal effect is given to prior agreements between the Company and the holders of the Old Series B Preferred Stock and the Old Series C Preferred Stock.

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The terms of the Series B-1 Preferred Stock are consistent with the terms of the Old Series B Preferred Stock such that the Series B-1 Preferred Stock is intended to have the same economic effect as the Old Series B Preferred Stock would have had assuming there were no questions relating to the issuance of and/or amendment to the Old Series B Preferred Stock, except for certain modifications to the anti-dilution provisions in the Series B-1 Preferred Stock. The modifications establish a floor in connection with the anti-dilution adjustments in the Series B-1 Preferred Stock to provide that an issuance of warrants in connection with the Commitment Letter will not result in an adjustment to the conversion price for the Series B-1 Preferred Stock below the closing price of our Common Stock on the last trading day before such warrants are issued. The terms of the New Series C-1 Preferred Stock are consistent with the terms of the Old Series C Preferred Stock such that the new Series C-1 Preferred Stock is intended to have the same economic effect as the Old Series C Preferred Stock would have had assuming there were no questions relating to the issuance of and/or amendment to the Old Series C Preferred Stock.

Warrant Amendments

On May 9, 2012, the Company amended the terms of the warrants to purchase common stock issued on July 28, 2008 (the “2008 Warrants”) to Avista to, among other things, provide that (i) if the exercise price of the 2008 Warrants is adjusted as result of the issuance, if any, of warrants pursuant to the commitment letter, then the adjusted exercise price will not be lower than the closing price of our common stock on the last trading day before such warrants are issued and (ii) the issuance of the Series B-1 Preferred Stock in connection with the exchange will not result in adjustment to the exercise price of the 2008 Warrants.

Also on May 9, 2012, the Company amended the terms of the warrants to purchase common stock issued on December 14, 2010 (the “2010 Warrants”) to Avista, Levant, PGS and Mr. Webster, Mr. Ziegler, and a trust affiliated with Mr. Harte, to, among other things, provide that the issuance of the Series B-1 Preferred Stock in connection with the exchange will not result in an adjustment to the exercise price of the 2010 Warrants.

Restructuring Support Agreement

On January 15, 2013, the Debtors entered into a restructuring support agreement with holders of more than 70% in aggregate principal amount of the Notes and Avista as the largest holder of the Company's preferred stock. Under the terms of the agreement, the Debtors agreed to implement a financial restructuring of the Company and its domestic subsidiaries and the other parties agreed to support and vote for either a pre-negotiated or pre-packaged plan of reorganization in accordance with the terms and conditions of the agreement. Under the proposed Plan, Avista will receive its pro rata share of a $6 million cash payment to the holders of the Series B-1 Preferred Stock and Series C-1 Preferred Stock.

Director Independence

We are not currently required to comply with the director independence requirements of any securities exchange. In determining whether our directors are independent, we apply the independence standards of the NYSE MKT. The Board has determined that Messrs. Cabes, Harte, Pittman, Strong, Tripodo and Ziegler are independent as defined under the NYSE MKT rules. The Board has determined that (i) Mr. Webster is not independent because he is the Co-Managing Partner of Avista Capital Partners, L.P., our largest stockholder and an affiliate of the Company, (ii) Mr. Crowley is not independent because he is the President and Chief Executive Officer of the Company and (iii) Mr. Miles was not independent because he was the President and Chief Executive Officer of the Company.

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Item 14. Principal Accounting Fees and Services

UHY LLP served as the Company's independent auditors for the fiscal years ended December 31, 2012 and 2011. Aggregate fees for professional services rendered to Geokinetics by UHY LLP for the fiscal years ended December 31, 2012 and 2011, were as follows (in thousands):

	Year Ended
	December 31,
	2012		2011
Audit Fees	$	1,125	$	1,810
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees	—		—
Total	$	1,125	$	1,810

The audit fees for the years ended December 31, 2012 and 2011 were for professional services rendered for the audits of Geokinetics' consolidated financial statements, unaudited condensed quarterly financial statements, the review of documents filed with the SEC and consents.

Pre-Approval Policies and Procedures

The Audit Committee's “Policy on the Engagement of the Independent Auditor” requires the Audit Committee to approve all types of audit and permitted non-audit services to be performed by the Company's independent auditors during the year, as required under applicable law.

The Audit Committee pre-approves annually proposed audit and permitted non-audit services to be provided by the independent auditors for the fiscal year. The Audit Committee also considers for pre-approval annually the maximum amount of fees and the manner in which the fees are determined for each type of pre-approved audit and non-audit services proposed to be provided by the independent auditors for the fiscal year. The Audit Committee separately pre-approves any service that is not included in the approved list of services or any proposed services exceeding pre-approved cost levels. The Audit Committee has delegated pre-approval authority to the Chairman of the Audit Committee for services that need to be addressed between Audit Committee meetings. The Audit Committee is then informed of these pre-approval decisions, if any, at the next meeting of the Audit Committee.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) List of documents as part of this Report:

(1)Consolidated Financial Statements and Report of Independent Public Accounting Firm: See Index on page F-1.

(2) Financial Statements Schedule

All other schedules are omitted as they are inapplicable or the required information is furnished in our Consolidated Financial Statements or the Notes thereto.

(3)Exhibits

3.1 Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-3 filed on June 26, 2009 (file no. 333-160268)).

3.2	Certificate of Correction of the Certificate of Incorporation, dated May 9, 2012 (incorporated by reference from Exhibit 3.1 to Form 8-K filed on May 11, 2012 (file no. 001-33460))
3.3	Certificate of Amendment to Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to Form 8-K filed on October 4, 2012 (file no. 001-33460))
3.4	Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Company’s Registration Statement on Form S-3 filed on June 26, 2009 (file no. 333-160268)).
3.5	Amendment to the Bylaws of the Company (incorporated by reference from Exhibit 3.1 to Form 8-K filed on May 17, 2007 (file no. 001-33460)).
3.6	Certificate of Elimination of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series A Senior Convertible Preferred Stock, dated May 9, 2012 (incorporated by reference from Exhibit 3.4 to Form 8-K filed on May 11, 2012 (file no. 001-33460))
3.7	Fourth Amended Certificate of Designation of Series B Senior Convertible Preferred Stock (incorporated by reference from Exhibit 4.5 to Form 8-K filed on February 16, 2010 (file no. 001-33460)).
3.8	Certificate of Designation of Series B-1 Senior Convertible Preferred Stock, dated May 9, 2012 (incorporated by reference from Exhibit 3.2 to Form 8-K filed on May 11, 2012 (file no. 001-33460))
3.9	First Amended Certificate of Designation of Series C Senior Preferred Stock (incorporated by reference from Exhibit 4.4 to Form 8-K filed on February 16, 2010 (file no. 001-33460)).
3.10	Certificate of Designation of Series C-1 Senior Preferred Stock, dated May 9, 2012 (incorporated by reference from Exhibit 3.3 to Form 8-K filed on May 11, 2012 (file no. 001-33460))
3.11	Certificate of Designation of Series D Junior Preferred Stock (incorporated by reference from Exhibit 4.2 to Form 8-K filed on December 15, 2010 (file no. 001-33460)).
4.1	Warrant, dated July 28, 2008, issued by Geokinetics Inc. to Avista Capital Partners, L.P. (incorporated by reference from Exhibit 10.4 to Form 8-K filed on July 30, 2008 (file no. 001-33460)).
4.2	Amendment No. 1 to Geokinetics Inc. Warrant to Purchase 189,920 Shares of Common Stock, dated May 9, 2012, issued to Avista Capital Partners, L.P. (incorporated by reference from Exhibit 4.1 to Form 8-K filed on May 11, 2012 (file no. 001-33460))
4.3	Warrant, dated July 28, 2008, issued by Geokinetics Inc. to Avista Capital Partners (Offshore), L.P. (incorporated by reference from Exhibit 10.6 to Form 8-K filed on July 30, 2008 (file no. 001-33460)).
4.4	Amendment No. 1 to Geokinetics Inc. Warrant to Purchase 50,080 Shares of Common Stock, dated May 9, 2012, issued to Avista Capital Partners (Offshore), L.P. (incorporated by reference from Exhibit 4.2 to Form 8-K filed on May 11, 2012 (file no. 001-33460))
4.5	Indenture, dated as of December 23, 2009 by and among Geokinetics Holdings USA, Inc., Geokinetics Inc. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to Form 8-K filed December 28, 2009 (file no. 001-33460)).
4.6	Registration Rights Agreement, dated as of December 23, 2009, by and among Geokinetics Holdings USA, Inc., Geokinetics Inc., the subsidiary guarantors party thereto and RBC Capital Markets Corporation and Banc of America Securities LLC, as representatives of the several initial purchasers. (incorporated by reference from Exhibit 4.3 to Form 8-K filed December 28, 2009 (file no. 001-33460)).

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4.7	Supplemental Indenture No. 1, dated as of February 12, 2010, by and among Geokinetics Holdings USA, Inc., Geokinetics Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.2 to Form 8-K filed on February 16, 2010 (file no. 001-33460)).
4.8	Second Amended and Restated Registration Rights Agreement, dated February 12, 2010, by and among Geokinetics Inc. and the holders named therein (incorporated by reference from Exhibit 4.3 to Form 8-K filed on February 16, 2010 (file no. 001-33460)).
4.9	Form of 2010 Warrants (incorporated by reference from Exhibit 4.3 to Form 8-K filed on December 15, 2010 (file no. 001-33460)).
4.10	Form of Amendment No. 1 to Geokinetics Inc. Warrant to Purchase Common Stock, dated May 9, 2012 (incorporated by reference from Exhibit 4.3 to Form 8-K filed on May 11, 2012 (file no. 001-33460))
4.11	First Amendment, to Second Amended and Restated Registration Rights Agreement, by and among Geokinetics Inc. and the holders named therein (incorporated by reference from Exhibit 4.4 to Form 8-K filed on December 15, 2010 (file no. 001-33460)).
10.1†	2002 Geokinetics Inc. Stock Awards Plan (incorporated by reference from Exhibit 4.1 to Form S-8 filed on November 23, 2004 (file no. 333-120694)).
10.2†	2007 Geokinetics Inc. Stock Awards Plan (incorporated by reference from Exhibit 4.1 to Form S-8 filed on July 20, 2007 (file no. 333-144763))
10.3	Series B-2 and Warrant Purchase Agreement, dated July 28, 2008, by and among Geokinetics Inc. and the purchasers named therein. (incorporated by reference from Exhibit 10.3 to Form 8-K filed on July 30, 2008 (file no. 001-33460)).
10.4†	Employment Agreement by and between Geokinetics Inc. and Richard F. Miles dated October 21, 2008 (incorporated by reference from Exhibit 10.1 to Form 8-K filed on October 27, 2008 (file no. 001-33460)).
10.5	Amendment and Exchange Agreement dated December 2, 2009, by and among Geokinetics Inc., Avista Capital Partners, L.P., Avista Capital Partners (Offshore), L.P., and Levant America S.A. (incorporated by reference from Exhibit 10.2 to Form 8-K filed December 4, 2009 (file no. 001-33460)).
10.6	Purchase Agreement, dated December 3, 2009, by and among Geokinetics Inc. and certain of its direct and indirect wholly owned subsidiaries, and Petroleum Geo-Services ASA and certain of its direct and indirect wholly owned subsidiaries (incorporated by reference from Exhibit 10.1 to Form 8-K filed December 4, 2009 (file no. 001-33460)).
10.7	Amended and Restated Credit Agreement, dated as of August 12, 2011, by and among Geokinetics Holdings USA, Inc., Geokinetics Inc., Whitebox Advisors LLC as administrative agent and collateral agent, and the certain lenders named therein (incorporated by reference from Exhibit 10.1 to Form 8-K filed on August 16, 2011 (file no. 001-33460)).
10.8*	Credit Agreement (the “DIP Agreement”), dated as of March 13, 2013, by and among Geokinetics Holdings USA, Inc. and Cantor Fitzgerald Securities, as administrative and collateral agent to the certain lenders named therein.
10.9	Collateral Trust and Intercreditor Agreement, dated as of December 23, 2009, by and among Geokinetics Inc., Geokinetics Holdings USA, Inc., the guarantors party thereto, the priority debt representatives party thereto and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.2 to Form 8-K filed December 28, 2009 (file no. 001-33460)).

62

10.10†	Employment Agreement by and between Geokinetics Inc. and Lee Parker dated March 22, 2010 (incorporated by reference from Exhibit 10.5 to Form 10-Q filed on May 7, 2010 (file no. 001-33460)).
10.11†	Geokinetics Inc. 2010 Stock Awards Plan (incorporated by reference to Exhibit A of our Proxy Statement on Schedule 14A filed on March 29, 2010 (file no. 001-33460)).
10.12†	Employment Agreement by and between Geokinetics Inc. and Gary L. Pittman dated October 13, 2010 (incorporated by reference from Exhibit 10.1 to Form 8-K filed on October 14, 2010 (file no. 001-33460)).
10.13	Series D Preferred Stock and Warrant Purchase Agreement dated December 14, 2010, among Geokinetics Inc. and the purchasers party thereto (incorporated by reference from Exhibit 4.1 to Form 8-K filed on December 15, 2010 (file no. 001-33460)).
10.14	Form of Indemnification Agreement by and between Geokinetics Inc. and directors and executive officers (incorporated by reference from Exhibit 10.1 to Form 8-K filed on January 28, 2011 (file no. 001-33460)).
10.15†	Employment Agreement by and between Geokinetics Inc. and Diana Moore dated February 10, 2011 (incorporated by reference from Exhibit 10.1 to Form 8-K filed on February 10, 2011 (file no. 001-33460)).
10.16	Confidential Release and Settlement Agreement by and between Geokinetics Inc. and Gerald Gilbert dated December 31, 2011.
10.17	Purchase and Sale Agreement dated March 15, 2012 by and between Geokinetics Inc. and Seismic Exchange, Inc (incorporated by reference from Exhibit 10.1 to Form 10-Q filed on May 10, 2012 (file no. 001-33460))
10.18†	Employment Agreement by and between Geokinetics Inc. and David J. Crowley dated as of May 2, 2012 (incorporated by reference from Exhibit 10.1 to Form 10-Q filed on August 9, 2012 (file no. 001-33460))
10.19	Series B Preferred Stock Subscription and Exchange Agreement, dated May 9, 2012 (incorporated by reference from Exhibit 10.1 to Form 10-Q filed on August 9, 2012 (file no. 001-33460))
10.20	Series C Preferred Stock Subscription and Exchange Agreement, dated May 9, 2012 (incorporated by reference from Exhibit 10.3 to Form 10-Q filed on August 9, 2012 (file no. 001-33460))
10.21†	Separation and Release Agreement, dated as of November 8, 2012, by and between Richard F. Miles and Geokinetics Inc. (incorporated by reference from Exhibit 10.1 to Form 8-K filed on November 13, 2012 (file no. 001-33460))
10.22†	Employment Agreement, dated December 12, 2012, between Alejandra Veltmann and Geokinetics Inc. (incorporated by reference from Exhibit 10.1 to Form 8-K filed on December 12, 2012 (file no. 001-33460))
12.1*	Statement Regarding the Computation of Ratio of Earnings to Fixed Charges.
21.1*	Subsidiaries of the Company.
31.1*	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

63

32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**	Interactive Data Files.

* Filed herewith.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability.

† Management contract or compensatory plan or arrangement

64

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		GEOKINETICS INC.
Date: March 28, 2013	By:	/s/ David J. Crowley
		David J. Crowley
		President, Chief Executive Officer and Director
		(Authorized Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated.

65

Date: March 28, 2013	By:	/s/ David J. Crowley
		David J. Crowley
		President, Chief Executive Officer and Director
		(Principal Executive Officer)
Date: March 28, 2013		/s/ Gary L. Pittman
		Gary L. Pittman
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)
Date: March 28, 2013		/s/ Alejandra Veltmann
		Alejandra Veltmann
		Vice President and Chief Accounting Officer
		(Principal Accounting Officer)
Date: March 28, 2013		/s/ William R. Ziegler
		William R. Ziegler
		Director (Non-executive Chairman)
Date: March 28, 2013		/s/ Steven A. Webster
		Steven A. Webster
		Director
Date: March 28, 2013		/s/ Christopher M. Harte
		Christopher M. Harte
		Director
Date: March 28, 2013		/s/ Gary M. Pittman
		Gary M. Pittman
		Director
Date: March 28, 2013		/s/ Robert L. Cabes, Jr.
		Robert L. Cabes, Jr.
		Director
Date: March 28, 2013		/s/ Christopher D. Strong
		Christopher D. Strong
		Director
Date: March 28, 2013		/s/ Anthony Tripodo
		Anthony Tripodo
		Director

66

TABLE OF CONTENTS

CONSOLIDATED FINANCIAL STATEMENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F- 2
CONSOLIDATED BALANCE SHEETS	F- 3
CONSOLIDATED STATEMENTS OF OPERATIONS	F- 4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)	F- 5
CONSOLIDATED STATEMENTS OF CASH FLOWS	F- 6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	F- 7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Geokinetics Inc.:

We have audited the accompanying consolidated balance sheets of Geokinetics Inc. and subsidiaries (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the three-year period ended December 31, 2012. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the consolidated financial statements, on March 10, 2013, the Company and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Code. Uncertainties inherent in the bankruptcy process raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ UHY LLP

 Houston, Texas

March 28, 2013

F- 2

GEOKINETICS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, except share amounts)

	December 31,
	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	33,442		$	44,647
Restricted cash	8,372			3,060
Accounts receivable, net	142,358			160,736
Deferred costs	9,246			13,941
Prepaid expenses	11,298			12,747
Other current assets	5,013			3,269
Total current assets	209,729			238,400
Property and equipment, net	150,037			212,636
Multi-client seismic data library, net	22,456			41,512
Deferred financing costs, net	8,913			12,987
Other assets, net	1,761			8,637
Total assets	$	392,896		$	514,172
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Short-term debt and current portion of long-term debt and capital lease obligations	$	353,700		$	4,543
Accounts payable	34,143			79,300
Accrued liabilities	87,596			79,836
Deferred revenue	21,042			32,675
Income taxes payable	19,456			18,969
Total current liabilities	515,937			215,323
Long-term debt and capital lease obligations, net of current portion	1,648			350,183
Deferred income taxes	12,686			8,062
Derivative liabilities	79			5,778
Mandatorily redeemable preferred stock	63,180			53,210
Other liabilities	—			1,122
Total liabilities	593,530			633,678
Commitments and contingencies
Mezzanine equity:
Preferred stock, Series B-1 Senior Convertible, $10.00 par value; 2,500,000 shares authorized, 386,975 shares issued and outstanding as of December 31, 2012 and 351,444 shares issued and outstanding as of December 31, 2011	93,312			83,313
Stockholders’ deficit:
Common stock, $.01 par value; 100,000,000 shares authorized, 19,684,359 shares issued and 19,165,389 shares outstanding as of December 31, 2012 and 19,289,489 shares issued and 18,990,290 shares outstanding as of December 31, 2011	197			193
Additional paid-in capital	220,240			228,410
Accumulated deficit	(514,403		)	(431,442		)
Accumulated other comprehensive income	20			20
Total stockholders’ deficit	(293,946		)	(202,819		)
Total liabilities, mezzanine equity and stockholders’ deficit	$	392,896		$	514,172

See accompanying notes to the consolidated financial statements.

F- 3

GEOKINETICS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, except per share amounts)

	Year Ended December 31,
	2012			2011			2010
Revenue	$	595,824		$	763,729		$	558,134
Expenses:
Direct operating	424,365			603,275			455,899
Depreciation and amortization	123,924			158,388			112,897
General and administrative	65,467			75,608			81,394
Asset impairments	6,049			134,756			—
Total expenses	619,805			972,027			650,190
Loss from operations	(23,981		)	(208,298		)	(92,056		)
Other income (expense):
Interest income	229			658			1,767
Interest expense	(52,093		)	(48,198		)	(39,594		)
Gain (loss) from change in fair value of derivative liabilities	5,730			33,300			(6,415		)
Foreign exchange gain (loss)	(738		)	(2,333		)	365
Other, net	2,810			4,858			2,059
Total other expense, net	(44,062		)	(11,715		)	(41,818		)
Loss before income taxes	(68,043		)	(220,013		)	(133,874		)
Provision for income taxes:
Current	10,295			10,147			13,986
Deferred	4,623			(8,107		)	(9,176		)
Total provision for income taxes	14,918			2,040			4,810
Net loss	(82,961		)	(222,053		)	(138,684		)
Dividends and accretion	(10,102		)	(9,198		)	(8,850		)
Loss applicable to common stockholders	$	(93,063	)	$	(231,251	)	$	(147,534	)
For Basic and Diluted Shares:
Loss per common share	(4.89		)	(12.70		)	(8.46		)
Weighted average common shares outstanding	19,043			18,211			17,441

See accompanying notes to the consolidated financial statements.

F- 4

GEOKINETICS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In Thousands, except share amounts)

	Common Shares Issued	Common Stock		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income		Total Stockholders’ Equity (Deficit)
Balance at December 31, 2009	15,578,528	$	156	$	215,859		$	(70,705	)	$	20	$	145,330
Stock-based compensation	—	—		2,888			—			—		2,888
Restricted stock issued, net	178,946	—		—			—			—		—
Accretion of preferred issuance costs and discounts	—	—		(1,596		)	—			—		(1,596		)
Accrual of preferred dividends	—	—		(7,254		)	—			—		(7,254		)
Issuance of common stock to underwriters under overallotment option	207,200	2		1,804			—			—		1,806
Issuance of common stock for PGS Onshore Acquisition	2,153,616	21		19,404			—			—		19,425
Cost of issuance of securities	—	—		(128		)	—			—		(128		)
Net loss	—	—		—			(138,684		)	—		(138,684		)
Balance at December 31, 2010	18,118,290	179		230,977			(209,389		)	20		21,787
Stock-based compensation	—	—		2,665			—			—		2,665
Restricted stock issued, net	129,531	3		(3		)	—			—		—
Accretion of preferred issuance costs and discounts	—	—		(1,065		)	—			—		(1,065		)
Accrual of preferred dividends	—	—		(8,133		)	—			—		(8,133		)
Issuance of common stock to the Lenders	1,041,668	11		3,969			—			—		3,980
Net loss	—	—		—			(222,053		)	—		(222,053		)
Balance at December 31, 2011	19,289,489	193		228,410			(431,442		)	20		(202,819		)
Stock-based compensation	—	—		1,936			—			—		1,936
Restricted stock issued, net	394,870	4		(4		)	—			—		—
Accretion of preferred issuance costs and discounts	—	—		(1,147		)	—			—		(1,147		)
Accrual of preferred dividends	—	—		(8,955		)	—			—		(8,955		)
Net loss	—	—		—			(82,961		)	—		(82,961		)
Balance at December 31, 2012	19,684,359	$	197	$	220,240		$	(514,403	)	$	20	$	(293,946	)

See accompanying notes to the consolidated financial statements.

F- 5

GEOKINETICS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands, unless otherwise noted)

	Year Ended December 31,
	2012			2011			2010
OPERATING ACTIVITIES
Net loss	$	(82,961	)	$	(222,053	)	$	(138,684	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	123,924			158,388			112,897
Asset impairments	6,049			134,756			—
Bad debt expense	377			1,921			1,549
Loss on prepayment of debt, amortization of deferred financing costs, and accretion of debt discount	6,710			6,060			6,725
Stock-based compensation	1,936			2,665			2,888
(Gain) loss on disposal/sale of assets	(1,557		)	(5,254		)	1,910
Deferred income taxes	4,624			(8,107		)	(9,176		)
Change in fair value of derivative liabilities	(5,730		)	(33,300		)	6,415
Changes in operating assets and liabilities:
Restricted cash, net of financing portion	(5,312		)	(605		)	(501		)
Accounts receivable	18,001			2,033			40,915
Prepaid expenses and other assets	1,000			2,315			(978		)
Deferred costs	4,695			8,825			(8,402		)
Accounts payable	(45,157		)	13,574			(7,697		)
Deferred revenues	(11,633		)	(16,862		)	35,456
Accrued liabilities and other liabilities	15,798			15,118			(11,781		)
Net cash provided by operating activities	30,764			59,474			31,536
INVESTING ACTIVITIES
Investment in multi-client	(45,692		)	(70,115		)	(51,035		)
Acquisition, net of cash acquired	—			—			(180,832		)
Proceeds from disposal of assets and insurance claims	19,474			2,919			426
Proceeds from sale of other assets	—			5,948			—
Purchase of other assets	(588		)	(2,204		)	(3,986		)
Purchases and acquisition of property and equipment	(11,944		)	(18,551		)	(47,673		)
Change in restricted cash	—			—			303,803
Net cash provided by (used in) investing activities	(38,750		)	(82,003		)	20,703
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt	—			60,000			51,994
Proceeds from issuance of mandatorily redeemable preferred stock	—			—			30,000
Net change in short-term debt	1,330			2,194			—
Proceeds from common stock issuance, net	—			—			1,678
Payments on capital lease obligations and vendor financing	(3,765		)	(2,427		)	(25,025		)
Payments on long-term debt	—			(33,000		)	(73,641		)
Payments of debt issuance costs	(784		)	(2,442		)	(4,570		)
Net cash provided by (used in) financing activities	(3,219		)	24,325			(19,564		)
Net increase (decrease) in cash and cash equivalents	(11,205		)	1,796			32,675
Cash and cash equivalents at the beginning of year	44,647			42,851			10,176
Cash and cash equivalents at the end of year	$	33,442		$	44,647		$	42,851
Supplemental disclosures of cash flow information (in thousands):
Cash disclosures:
Interest paid	$	20,163		$	34,946		$	31,356
Income taxes paid	$	9,820		6,721			11,464
Non-cash disclosures:
Capitalized depreciation to multi-client seismic data library	3,616			5,586			2,729
Purchases of property and equipment under capital lease obligations and vendor financings, net of down payments	2,430			6,491			—
Deferred financing costs paid in common stock	—			3,980			—

See accompanying notes to the consolidated financial statements.

F- 6

GEOKINETICS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: Organization and Current Events

Geokinetics Inc., a Delaware corporation founded in 1980, is based in Houston, Texas.  The Company is a global provider of seismic data acquisition, processing and integrated reservoir geosciences services, and a leader in providing land, transition zone and shallow water OBC environment geophysical services.  These geophysical services include acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data surveys, data processing and integrated reservoir geosciences services for customers in the oil and natural gas industry, which include national oil companies, major international oil companies and independent oil and gas exploration and production companies worldwide.  Seismic data is used by these companies to identify and analyze drilling prospects and maximize successful drilling.  The Company also owns a multi-client seismic data library whereby it maintains full or partial ownership of data acquired; client access is provided via licensing agreements.  The Company’s multi-client seismic data library consists of data covering various areas in the United States, Canada and Brazil.

Voluntary Reorganization under Chapter 11

On January 15, 2013, the Debtors entered into a restructuring support agreement with holders of more than 70% in aggregate principal amount of the Notes and the largest holder of the Company's preferred stock. Under the terms of the RSA, the Debtors agreed to implement a financial restructuring of the Company and its domestic subsidiaries and the other parties agreed to support and vote for either a pre-negotiated or pre-packaged plan of reorganization in accordance with the terms and conditions of the agreement. The Plan provides for the exchange of the Notes for a newly issued common stock representing 100% of the issued and outstanding common stock of the reorganized Company (subject to dilution from a management incentive plan and the satisfaction of borrowings under the DIP Facility with common stock of the reorganized Company described below), the repayment of the Whitebox Revolving Credit Facility in full, the payment in full of unsecured creditors, including trade vendors, either at the conclusion of the Chapter 11 case or in the ordinary course of business, and a $6 million cash payment to certain of the Company's preferred stockholders.  The Company's existing common stock will not receive a distribution and all existing equity interests will be cancelled without consideration.

The reorganization is not expected to have a material impact on the Company's operations and it will seek to pay unsecured trade and other creditors in full either in the ordinary course of business or at the conclusion of the Chapter 11 case.

A special committee of the Company's Board of Directors unanimously approved entering into the RSA. The parties' commitment under the restructuring support agreement and the completion of the transactions contemplated by the restructuring support agreement are subject to a number of closing conditions, termination rights and approvals, including the achievement of certain milestones in the Chapter 11 process by the deadlines specified in the RSA.

The Company commenced a solicitation of acceptances of the Plan on February 7, 2013 and the Plan was approved by the classes entitled to vote on the Plan, which represented the requisite majority of the Company's stakeholders. On March 10, 2013, the Company filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Code in the Bankruptcy Court. The Plan remains subject to the approval of the Bankruptcy Court.

The Company entered into the DIP Facility with the Backstop DIP Lenders on March 13, 2013. The DIP Facility, which provides for term loans of up to $25 million, will be used for general corporate purposes and working capital needs in accordance with a budget approved by the Backstop DIP Lenders and to satisfy the costs associated with the restructuring.  All borrowings under the DIP Facility are to be satisfied in common stock of the reorganized Company under the terms of the Plan or repaid on the earlier of (i) the date that is four months after the effective date of the DIP Facility, (ii) the date the obligations are accelerated pursuant to the terms of the DIP Facility and (iii) the effective date of a Chapter 11 plan.

During the pendency of the bankruptcy proceedings, the Company plans to continue to operate its businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the U.S. Code and order of the Bankruptcy Court. The Company is seeking to emerge from bankruptcy early in the second quarter of 2013. The Company expects to enter into an Exit Facility in connection with the consummation of the reorganization to provide it with liquidity for operations after the restructuring.

F- 7

Events Leading to Proposed Restructuring

The following is a general description of factors that ultimately led the Company to enter into a restructuring plan to restructure the Company's liabilities and maximize recoveries to holders of claims and interests. The Company incurred operating losses primarily due to delays in project commencements, low asset utilization, idle crew costs, and the Mexico liftboat incident, which resulted in serious concerns about the Company's liquidity beginning in 2011 and continuing into 2012. In 2011, the Company began working with a financial advisor regarding a possible right-sizing of the Company's capital structure, and the Company began focusing on improving liquidity by giving priority to generating cash flows while maintaining long-term commitments to providing high quality seismic data acquisition services. These actions included:

• the May 31, 2012 appointment of David Crowley as the President and Chief Operating Officer and his subsequent appointment as Chief Executive Officer on November 9, 2012;

• an increased focus on cost reductions;

• the rationalization of operating locations resulting in the decision to close some of the Company's Africa and Middle East regional offices and operations;

• the identification of additional assets for potential sale, including the sale of certain North American seismic data described below;

• the centralization of bidding and management service processes to provide a higher level of control over costs; and

• a focus on bidding for seismic acquisition services with consideration of required capital expenditures for additional equipment given the restrictions in cash required for bid or posting of performance or bid bonds.

In furtherance of the above, on March 31, 2012, the Company sold certain North American seismic data to SEI for $10 million in cash. The data sold included 4,751 miles of 3D data and 644 linear miles of 2D data. In connection with this sale, the Company retained the right to receive 75% of the new revenues generated and collected on this seismic data until the earlier of such time as the Company receives $2.0 million or March 7, 2017. If the Company receives $2.0 million prior to March 7, 2017, then the Company will thereafter receive 50% of the net revenues generated from the applicable seismic data until March 7, 2017. We have recognized $2.0 million for our portion during the period ended December 31, 2012.

The Company's financial position continued to deteriorate during the third quarter of 2012. Consequently, with the assistance of our legal and financial advisors, during the fourth quarter of 2012, the Company entered into discussions with the Lenders, certain holders of the Notes, and certain holders of the Company's preferred stock regarding the restructuring of the Debtors' balance sheet. The parties were initially unable to reach an agreement regarding a consensual restructuring, and a confidentiality agreement terminated on or about December 14, 2012.

On December 17, 2012, the Company announced that it had elected not to make the approximately $14.6 million interest payment on the Notes that was due on December 15, 2012 and to operate under the 30-day grace period provided for in the Notes Indenture. To avoid contested and lengthy Chapter 11 cases, the Company utilized the 30-day grace period to continue negotiations with its stakeholders and prepare for an in-court restructuring, which focused on a balance sheet restructuring designed to minimize the impact on operations.

As a result, on January 15, 2013, the Company entered into the Restructuring Support Agreement with these Noteholders and preferred stockholders. Under the terms of the Restructuring Support Agreement, the Company agreed to implement a financial restructuring of the Debtors, and the other parties to the Restructuring Support Agreement agreed to support and vote for either a pre-packaged or pre-negotiated plan of reorganization in accordance with the terms and conditions of the agreement. The Plan reflects the agreements reached in connection with the restructuring support agreement.

Summary of the Plan

The Plan provides that the Company will (i) repay $50 million in loans plus accrued interest outstanding under the Whitebox Revolving Credit Facility from the proceeds of an Exit Facility, (ii) newly issued common stock representing 100% of the issued and outstanding common stock of the reorganized Company (subject to dilution for a management incentive plan and satisfaction of borrowings under the the DIP Facility in common stock of the reorganized Company described below), (iii) pay general unsecured claims in full either at the conclusion of the Chapter 11 cases or in the ordinary course of business, and

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(iv) make a $6 million cash payment to the holders of the Company's Series B-1 and Series C-1 preferred stock and cancel all of the preferred stock. The existing holders of the Company's Series D preferred stock and the common stock will not receive any distributions and their equity interests will be cancelled without consideration. The terms and conditions of the management incentive plan are expected to be determined after the Company emerges from Chapter 11.

The Plan represents a settlement and consensual arrangement among the Debtors’ significant creditor and equity constituencies. Based on the valuation analysis prepared by the Debtors with the assistance of its advisors, the value of the Debtors is not sufficient to provide a full recovery to the holders of Notes. The Debtors have determined that the value of the new common stock that will be distributed on account of the Note claims is approximately $224 million prior to any dilution from the DIP equity distribution, while the aggregate amount of the Notes outstanding is $300 million in principal, plus accrued and unpaid interest. Further, the Debtors and the consenting Noteholders concluded that in order to preserve and protect the Debtors’ present and future operations, it is critical that trade creditors, vendors, suppliers and customers are unimpaired by and experience minimal interruption during the Chapter 11 case. Therefore, in exchange for a fully consensual Chapter 11 process, the consenting Noteholders have agreed to support the settlement and compromise set forth in the Restructuring Support Agreement which provides for trade and other unsecured claims to be unimpaired and for the holders of the Company's Series B-1 and Series C-1 preferred stock to receive a $6 million cash payment.

Going Concern

The Company incurred a net loss for the years ended 2012, 2011 and 2010 and had a shareholders' deficit as of December 31, 2012 and 2011. To improve the Company's performance and address competitive challenges, the Company has developed a strategic plan for the ongoing operation of the Company's business.  Successful implementation of the Company's plan, however, is subject to numerous risks and uncertainties.  In addition, the increasingly competitive industry conditions under which the Company operates have negatively impacted the Company's results of operations and cash flows and may continue to do so in the future. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's ability to continue as a going concern is contingent upon the Company's ability to comply with the financial and other covenants contained in the DIP Facility, the Bankruptcy Court's approval of the Company's reorganization plan and the Company's ability to successfully implement the Company's plan and obtain exit financing, among other factors. As a result of the Bankruptcy Filing, the realization of assets and the satisfaction of liabilities are subject to uncertainty. While operating as debtors-in-possession under Chapter 11, the Company may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business (and subject to restrictions contained in the DIP Facility), for amounts other than those reflected in the accompanying consolidated financial statements. Further, the reorganization plan could materially change the amounts and classifications of assets and liabilities reported in the consolidated financial statements.  The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern or as a consequence of the Bankruptcy Filing.

Delisting from the NYSE MKT

The Company's common stock was previously listed on the NYSE MKT (formerly the NYSE AMEX) under the trading symbol “GOK.” The NYSE MKT placed a trading halt on our common stock beginning on December 17, 2012 and subsequently suspended our listing before the opening of the market on December 27, 2012. On December 27, 2012, the OTCQB market operated by OTC Markets Group, Inc. (www.otcmarkets.com) and the OTC Bulletin Board (www.otcbb.com) began quoting our common stock under the symbol “GEOK.” The Company intends to deregister under the Exchange Act and to suspend its SEC reporting obligations after this Annual Report on Form 10-K is filed with the SEC.

NOTE 2. Basis of Presentation and Significant Accounting Policies

Principles of Consolidation, Basis of Accounting and Presentation

The consolidated financial statements include the accounts of Geokinetics Inc. and its wholly-owned subsidiaries.  All significant intercompany transactions have been eliminated upon consolidation.  The consolidated financial statements of the Company have been prepared on the accrual basis of accounting in accordance with U.S. GAAP.

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Certain reclassifications of previously reported information have been made to conform to the current year presentation.

Use of Estimates

Management uses estimates and assumptions in preparing consolidated financial statements.  Those estimates and assumptions are included in the Company’s consolidated financial statements and accompanying notes.  The more significant areas requiring the use of management estimates relate to accounting for contracts in process, evaluating the outcome of uncertainties involving claims against or on behalf of the Company, determining useful lives for depreciation and amortization purposes, cash flow projections and fair values used in the determination of asset impairment, fair value measurements of derivative liabilities and calculation of stock-based compensation expense.  While management believes current estimates are reasonable and appropriate, actual results could differ materially from current estimates.

Revenue Recognition

The Company’s services are provided under cancelable service contracts.  Customer contracts for services vary in terms and conditions.  Contracts are either “turnkey” or “term” agreements or a combination of the two.  Under turnkey agreements or the turnkey portions thereof, the Company recognizes revenue based upon output measures as work is performed.  This method requires that the Company recognize revenue based upon quantifiable measures of progress, such as square miles or linear kilometers acquired.  With respect to those contracts where the customer pays separately for the mobilization of equipment, the Company recognizes such mobilization fees as revenue during the performance of the seismic data acquisition, using the same performance method as for the acquisition work.  The Company also receives revenue for certain third party charges under the terms of the service contracts.  The Company records amounts billed to customers in revenue as the gross amount including third party charges, if applicable, that are paid by the customer.  The Company’s turnkey or term contracts do not contain cancellation provisions, which would prevent the Company from being compensated for work performed prior to cancellation due to work not being met or work not being performed within a particular timeframe.  In some instances, customers are billed in advance of work performed and the Company recognizes the liability as deferred revenue.  Taxes collected from customers and remitted to governmental authorities are excluded from revenues.

The Company accounts for multi-client sales as follows:

(a)Pre-funding arrangements—The Company obtains funding from customers before a seismic project is completed.  In return for the pre-funding, the customer typically gains the ability to direct or influence the project specifications, to review the data as it is being processed and to pay discounted prices.  The Company recognizes pre-funding revenue as the services are performed on a proportional performance basis usually determined by comparing the completed square miles of a seismic survey to the survey size unless specific facts and circumstances warrant another measure.  Progress is measured in a manner generally consistent with the physical progress on the project, and revenue is recognized based on the ratio of the project’s progress to date, provided that all other revenue recognition criteria are satisfied.

(b) Late sales—The Company grants a license to a customer, which entitles the customer to have access to a specifically defined portion of the multi-client seismic data library.  The customer’s license payment is fixed and determinable and typically is required at the time that the license is granted.  The Company recognizes revenue for late sales when the customer executes a valid license agreement, has received the underlying data or has the right to access the licensed portion of the data and collection is reasonably assured.

(c)Sales of data jointly owned by us and partner—The Company has jointly acquired surveys with a partner whereby the Company shares the costs of acquisition and earn license revenues.  These revenues are recognized as the services are performed on a proportional performance basis provided that all other revenue recognition criteria are satisfied.

Deferred revenue consists primarily of customer payments made in advance of work done, progress billings and mobilization revenue amortized over the term of the related contract.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.

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Restricted Cash

Total restricted cash consists of cash and short-term investments, primarily certificates of deposit, carried at cost.  In the normal course of business, this amount is primarily cash collateral for letters of credit and performance guarantees.  At December 31, 2012, it also includes cash held in trust in connection with a short-term project financing agreement entered into in November 2011 by one of our subsidiaries in Latin America.

Fair Value of Financial Instruments

Applicable accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The Company categorizes the fair value measurements of its financial assets and liabilities into a three level fair value hierarchy based on the inputs used in determining fair value.  The categories in the fair value hierarchy are as follows:

Level 1— Financial assets and liabilities whose values are based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.  The Company had no assets or liabilities in this category at December 31, 2012 and 2011.

Level 2— Financial assets and liabilities whose values are based on quoted market prices for similar assets and liabilities, quoted market prices in markets that are not active or other inputs that can be corroborated by observable market data.  The Company had no assets or liabilities in this category at December 31, 2012 and 2011.

Level 3— Financial assets and liabilities whose values are based on inputs that are both significant to the fair value measurement and unobservable.  Internally developed valuations reflect the Company’s judgment about assumptions market participants would use in pricing the asset or liability estimated impact to quoted market prices.  The Company records derivative liabilities on its balance sheet related to the 2008 and the 2010 Warrants and the conversion feature embedded in the Series B-1 Preferred Stock in this category.  At December 31, 2012 and 2011, the fair value of these liabilities was determined using a binomial tree valuation model.  At December 31, 2010, the fair value of these liabilities was determined using a Monte Carlo valuation model.  In selecting the binomial tree model to value the Company’s derivative liabilities at the end of 2012, management evaluated the model’s capability to incorporate certain provisions present in these financial instruments and believes that the model is consistent with the fair value measurement objectives and requirements under the applicable accounting guidance and that it has the ability to more easily assess the potential impact to the fair value measurements of changes in the underlying assumptions.  Changes in the fair value of these derivative liabilities are recognized in earnings.

The accounting guidance related to the disclosure about fair value of financial instruments requires the disclosure of the fair value of all financial instruments that are not otherwise recorded at fair value in the financial statements.  At December 31, 2012 and 2011, financial instruments recorded at contractual amounts that approximate fair value include cash and cash equivalents, restricted cash, accounts receivable and accounts payable.  The fair values of such items are not materially sensitive to shifts in market interest rates because of the short term to maturity of these instruments.  The fair value of the Company’s long-term debt is estimated using quoted market prices when available.  The fair value of the mandatorily redeemable preferred stock is calculated using the discounted cash flow method of the income approach.  See note 9.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at cost, less the related allowance for doubtful accounts.  The cyclical nature of the Company’s industry may affect the Company’s customers’ operating performance and cash flows, which could impact the Company’s ability to collect on these obligations.  Additionally, some of the Company’s customers are located in certain international areas that are inherently subject to economic, political and civil risks, which may impact the Company’s ability to collect receivables.

The Company utilizes the specific identification method for establishing and maintaining the allowances for doubtful accounts. The Company reviews accounts receivable on a quarterly basis to determine the reasonableness of the allowance.

Property and Equipment

Property and equipment is recorded at cost.  Property and equipment acquired in a business combination is recorded at fair value at the date of acquisition.  Costs related to the development of internal use software and software developed for license for our customers are capitalized and amortized over the estimated useful life of the software.  Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the respective assets or the lesser of

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the lease term, as applicable.  Repairs and maintenance, which are not considered betterments and do not extend the useful life of property, are charged to expense as incurred.  When property and equipment are retired or otherwise disposed of, the asset and accumulated depreciation or amortization are removed from the accounts and the resulting gain or loss is reflected in depreciation expense.

Impairment Analysis of Long-Lived Assets, Goodwill and Other Acquired Intangible Assets

The Company reviews long-lived assets, including intangible assets, for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.  Recoverability is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds either the fair value or the estimated discounted cash flows of the assets, whichever is more readily measurable. 

Goodwill represents the excess of the purchase price over the estimated fair value of the assets acquired net of the fair value of liabilities assumed.  Overall accounting guidance for goodwill requires intangible assets with indefinite lives, including goodwill, be evaluated on an annual basis for impairment or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  Prior to 2012, the Company performed its annual impairment tests on the carrying value of its goodwill as of December 31.  The impairment test requires the allocation of goodwill and all other assets and liabilities to reporting units.  If the fair value of a reporting unit is less than the book value (including goodwill), then goodwill is reduced to its implied fair value and the amount of any write-down is reflected in operations.  All of the Company’s goodwill was related to its seismic data acquisition reportable segment.  The Company used the discounted cash flow method (income approach), which focused on expected cash flows as well as the subject company valuation method.  In applying the discounted cash flow method, the expected cash flow was projected based on assumptions regarding revenues, direct costs, general and administrative expenses, depreciation, applicable income taxes, capital expenditures and working capital requirements for a finite period of years, which was five years in the Company’s test.  The projected cash flows and the terminal value, which was an estimate of the value at the end of the finite period and assumed a long-term growth rate, were then discounted to present value to derive an indication of the value of the reporting unit.  The subject company valuation method made a comparison of the Company’s projections to reasonably similar publicly traded companies.  In weighting the results of the different valuation approaches, the Company placed more emphasis on the income approach.  See note 4(d) for information on the goodwill impairment charge recorded during the year ended December 31, 2011.  At December 31, 2012 and December 31, 2011, the Company had no goodwill. 

Multi-Client Seismic Data Library

The multi-client seismic data library consists of seismic surveys that are licensed to customers on a non-exclusive basis.  The Company capitalizes the majority of the costs directly associated with acquiring and processing the data, including the depreciation of the assets used in production of the surveys.  The capitalized cost of the multi-client seismic data is charged to depreciation and amortization in the period the sales occur based on the greater of the percentage of total estimated costs to the total estimated sales multiplied by actual sales, known as the sales forecast method, or the straight-line amortization method over five years.  This minimum straight-line amortization is recorded only if minimum amortization exceeds the amortization expense calculated using the sales forecast method.

The Company periodically reviews the carrying value of the multi-client seismic data library.  If during any such review, the Company determines that the future revenue for a multi-client survey is expected to be more or less than the original estimate of total revenue, the company decreases or increases (as the case may be) the amortization rate attributable to the future revenue from the multi-client survey.  Furthermore, in connection with the review, the Company evaluates the recoverability of the multi-client seismic data library, and if required under applicable accounting guidance, records an impairment charge with respect to the multi-client survey.  During 2011, the Company performed its impairment review of such assets and determined that a specific multi-client survey was fully impaired.  Accordingly, the Company recorded an impairment charge of $2.4 million in 2011.  There were no impairment charges required for 2012 or 2010.

Other Assets

Certain investments accounted for under the cost method are included in other assets.  They are recorded at cost and reviewed periodically if there are events or changes in circumstances that may have a significant adverse effect on the fair value of the investments. During 2012, the Company identified events or changes in circumstances related to certain cost method investments and recorded an impairment charge of $6.0 million .

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Income Taxes

In accordance with applicable guidance, deferred tax assets and liabilities are computed using the liability method based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

A valuation allowance is provided, if necessary, to reserve the amount of net operating loss and tax credit carryforwards which the Company may not be able to use as a result of the expiration of maximum carryover periods allowed under applicable tax codes.

The Company applies a more likely than not threshold to the recognition and de-recognition of uncertain tax positions.  The Company recognizes the amount of unrecognized tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement.  A change in judgment related to the expected ultimate resolution of uncertain tax positions is recognized in earnings in the quarter of such changes.

Derivative Liabilities

The Company has convertible preferred stock issued and outstanding and common stock warrants that were issued in connection with preferred stock issuances.  Both the convertible preferred stock conversion feature and warrants contain price protection provisions (or down-round provisions) which reduce their price in the event the Company issues additional shares at a more favorable price than the strike price of the instruments.  In accordance with applicable accounting guidance, the fair value of the conversion feature is bifurcated from the host instrument and recognized at fair value as a derivative liability on the Company’s consolidated balance sheet.  The warrants are also recognized at fair value as a derivative liability on the Company’s consolidated balance sheet.  At December 31, 2012 and 2011, the fair value for both of these instruments is determined using a binomial tree valuation model.  At December 31, 2010, the fair value of these instruments was determined using a Monte Carlo valuation model.  In selecting the binomial tree model to value the Company’s derivative liabilities at the end of 2012 and 2011, management evaluated the model’s capability to incorporate certain provisions present in these financial instruments and believes that the model is consistent with the fair value measurement objectives and requirements under the applicable accounting guidance and that it has the ability to more easily assess the potential impact to the fair value measurements of changes in the underlying assumptions.

The fair value of the conversion feature, the warrants and other issuance costs of the preferred stock financing transaction are recognized as a discount to the preferred stock host.  The discount is accreted to the preferred stock host from the Company’s paid in capital, treated as a deemed dividend, over the period from the issuance date through the earliest redemption date of the preferred stock.

Foreign Exchange Gains and Losses

The Company’s operations around the world are largely financed in U.S. dollars and there are significant intra-entity transactions between its international operations and the parent entity, and accordingly, these subsidiaries utilize the U.S. dollar as their functional currency.  In accordance with applicable guidance, those foreign entities translate property and equipment (and related depreciation) into U.S. dollars at the exchange rate in effect at the time of their acquisition, while other assets and liabilities are translated at year-end rates.  Operating results (other than depreciation) are translated at the average rates of exchange prevailing during the year.  Transaction gains and losses are included in the determination of net income (loss) and are reflected in “Other income (expenses)” in the accompanying consolidated statements of operations.

The foreign exchange net gain (loss) was $(0.8) million, $(2.3) million and $0.4 million during the years ended December 31, 2012, 2011 and 2010, respectively. 

Leases

In accordance with applicable guidance, the Company classifies leases as capital if they meet certain specified criteria.  A capital lease is recorded as an asset and an obligation, at an amount equal to the present value at the beginning of the lease term of minimum lease payments during the lease term, and amortized in a manner consistent with the Company’s normal depreciation policy.  All other leases are accounted for as operating leases where the cost of the rental of the property is expensed throughout the term of the lease.

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Stock-Based Compensation

The Company accounts for stock-based compensation by recognizing all share-based payments to employees, including grants of employee stock options, in the financial statements based on their grant date fair values.  Compensation cost related to share-based payments to employees is recognized as expense over the requisite service period, reduced by expected forfeitures.  Compensation cost for awards granted prior to, but not vested, as of January 1, 2006, would be based on the grant date attributes originally used to value those awards for pro forma purposes.  The Company uses the modified prospective transition method, utilizing the Black-Scholes option pricing model for the calculation of the fair value of employee stock options.  Under the modified prospective method, the Company would record compensation cost related to unvested stock awards at December 31, 2005, by recognizing the unamortized grant date fair value of these awards over the remaining vesting periods of those awards with no change in historical reported earnings. On the effective date of the Plan, all stock options will be cancelled and all unrecognized compensation expense will be expended immediately.

Contingent Liabilities

The Company accrues for contingent liabilities when such contingencies are probable and reasonably estimable.  The Company generally records losses related to these types of contingencies as direct operating expenses or general and administrative expenses in the consolidated statements of operations.

Legal Costs Incurred in Connection with a Loss Contingency

The Company expenses legal costs in the period in which they are incurred.  These types of costs are generally recorded as general and administrative expenses in the consolidated statements of operations.

Recent Accounting Standards Not Yet Adopted

In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-02 requires disclosure by component of other comprehensive income of the amounts reclassified out of accumulated other comprehensive income by component and into net earnings for the reporting period. ASU 2013-02 is effective for reporting periods beginning on or after December 15, 2012.

In July 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment.” ASU 2012-02 allows an entity to first assess qualitative factors in determining whether events and circumstances indicate that it is more-likely-than not that an indefinite-lived intangible asset is impaired. If an entity determines that it is not more-likely-than not that the indefinite-lived intangible asset is impaired, then the entity is not required to perform a quantitative impairment test. ASU 2012-02 is effective for fiscal years beginning after September 15, 2012.

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11, which increases disclosures about offsetting assets and liabilities. New disclosures are required to enable users of financial statements to understand significant quantitative differences in balance sheets prepared under U.S. GAAP and International Financial Reporting Standards (IFRS) related to the offsetting of financial instruments. The existing U.S. GAAP guidance allowing balance sheet offsetting, including industry-specific guidance, remains unchanged. ASU No. 2013- 01, released in January 2013, offers clarification on the scope of ASU No. 2011-11 as it applies to derivatives accounted for in accordance with Topic 815. The guidance in ASU No. 2011-11 and No. 2013-01 is effective for annual and interim reporting periods beginning on or after January 1, 2013. The disclosures should be applied retrospectively for all prior periods presented.

In December 2011, the FASB issued an update to ASC 220, Presentation of Comprehensive Income. This ASU defers a specific requirement to present items that are reclassified out of accumulated other comprehensive income to net income alongside their respective components of net income and other comprehensive income. The amendment will be temporary to allow the FASB time to redeliberate the presentation requirements for reclassifications out of accumulated other comprehensive income.

The Company does not expect the adoption of these pronouncements to impact its consolidated financial statements.

Recent Accounting Standards Adopted

In August 2012, the FASB issued ASU No. 2012-03, Technical Amendments and Corrections to SEC paragraphs and amends SEC paragraphs to make it more consistent with accounting principles generally accepted in the U.S. issued by the FASB and included in the ASC. Most of the changes were considered minor. The provisions are effective upon issuance. The

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adoption of this standard in August 2012 did not have an impact on our consolidated financial statements, and there were no material impacts to our financial statement disclosures.

In June 2011, the FASB issued an update to ASC 220, Presentation of Comprehensive Income. This ASU provides an entity with the option to present comprehensive income in either (i) a single statement that presents the components of net income and total net income, the components of other comprehensive income and total other comprehensive income, and a total for comprehensive income; or (ii) a two-statement approach which presents the components of net income and total net income in a first statement, immediately followed by a financial statement that presents the components of other comprehensive income, a total for other comprehensive income, and a total for comprehensive income. The presentation of other comprehensive income in the statement of changes in equity was eliminated. The guidance is applied retrospectively and the Company adopted the provisions of this ASU on January 1, 2012, with the exception of those amendments relating to the presentation of reclassification adjustments out of accumulated other comprehensive income, which has been deferred as mentioned above. The Company elected the option to present comprehensive income in a single statement. However, the adoption of this guidance did not have a impact on the Company’s consolidated financial statements as there were no items related to comprehensive income during 2012, 2011 and 2010.

In May 2011, the FASB issued an update to ASC 820, Fair Value Measurements. This ASU clarifies the application of certain fair value measurement requirements and requires, among other things, expanded disclosures for Level 3 fair value measurements and the categorization by level for items for which fair value is required to be disclosed in accordance with ASC 825, Financial Instruments. The guidance is applied prospectively and the Company adopted the provisions of this ASU on January 1, 2012. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. See note 6.

NOTE 3: Acquisition

In February 2010, the Company acquired PGS Onshore for cash and stock consideration valued at $202.8 million.  The acquisition of PGS Onshore was expected to provide the Company with a significant business expansion of its seismic data acquisition segment into Mexico, North Africa, the Far East, and in the United States, including Alaska.  In addition, the acquisition substantially increased the Company’s multi-client seismic data library with data covering approximately 5,500 square miles of 3D data located primarily in Texas, Oklahoma, Wyoming and Alaska.

The operations of PGS Onshore have been combined with those of the Company since February 12, 2010.  Disclosure of earnings of PGS Onshore since the acquisition is not practicable as it is not being operated as a standalone subsidiary.

The acquisition of PGS Onshore was accounted for by the purchase method, with the purchase price being allocated to the fair value of assets purchased and liabilities assumed.  During the first quarter of 2011, the Company finalized the fair values of the assets acquired and liabilities assumed and recorded an adjustment to reduce the value of property and equipment by $1.1 million and increase goodwill by the same amount.  The adjustment reflected the Company’s assessment of certain damaged equipment.

NOTE 4: Assets

(a)Restricted Cash

As of December 31, 2012 and 2011, restricted cash was approximately $8.4 million and $3.1 million, respectively. At both periods, restricted cash included cash held to collateralize standby letters of credit and performance guarantees. Additionally, at December 31, 2012 and 2011, respectively, restricted cash included $4.1 million and $0.2 million held in trust in connection with a short-term project financing agreement entered into in November 2011 by one of our subsidiaries in Latin America.  See note 6.

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(b)Accounts Receivable

A summary of accounts receivable is as follows (in thousands):

	December 31,
	2012			2011
Trade	$	96,535		$	113,382
Unbilled	35,029			32,557
Other	11,445			17,554
Total accounts receivable	143,009			163,493
Less allowance for doubtful accounts	(651		)	(2,757		)
	$	142,358		$	160,736

The Company utilizes the specific identification method for establishing and maintaining its allowance for doubtful accounts.  The activity in the allowance for doubtful accounts is as follows (in thousands):

	Year Ended December 31,
	2012			2011			2010
Balance at beginning of period	$	2,757		$	2,519		$	1,167
Bad debt expense	377			1,921			1,549
Write-offs, net of recoveries	(2,483		)	(1,683		)	(197		)
Balance at the end of the period	$	651		$	2,757		$	2,519

Sales of Certain Accounts Receivable

In order to improve the Company’s liquidity, one of the Company’s international subsidiaries in Latin America sells certain eligible trade accounts receivable without recourse under a program sponsored by a financial agent of the foreign government to accelerate collections.  There is no recourse to the subsidiary for uncollectible receivables and, once sold, the subsidiary’s effective control over the accounts is ceded.  The cost associated with these sales is calculated based on LIBOR plus five percentage points and the value and due date of the accounts receivable sold.

At the time of sale, the related accounts receivable are removed from the balance sheet and the proceeds and cost are recorded.  Accounts receivable sold under this arrangement totaled $186.6 million, $59.9 million and $3.0 million during the years ended December 31, 2012, 2011 and 2010, respectively.  The loss on the sale of these accounts receivable during the years ended December 31, 2012, 2011 and 2010 was $0.5 million, $0.3 million and $0.0 million, respectively, and is included in operating expenses in the Company’s consolidated statement of operations. 

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(c)Property and Equipment

Property and equipment is comprised of the following (in thousands):

	Estimated	December 31,
	Useful Life	2012			2011
Field operating equipment	3-10 years	$	302,006		$	318,530
Vehicles	3-10 years	70,398			76,849
Buildings and improvements	6-39 years	8,266			10,948
Software	3-5 years	26,254			25,554
Data processing equipment	3-5 years	9,120			9,765
Furniture and equipment	3-5 years	3,858			3,994
		419,902			445,640
Less: accumulated depreciation and amortization		(272,109		)	(235,281		)
		147,793			210,359
Assets under construction		2,244			2,277
		$	150,037		$	212,636

The Company reviews the useful life and residual values of property and equipment on an ongoing basis considering the effect of events or changes in circumstances.

Depreciation expense was $70.5 million, $69.9 million, and $68.9 million during the years ended December 31, 2012, 2011, and 2010, respectively.

If appropriate, the Company capitalizes interest cost incurred on funds used to construct property and equipment.  The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life.  The Company did not capitalize interest during 2012 or 2011.  Interest cost capitalized was $1.1 million for the year ended December 31, 2010.

In April 2011, the Company experienced a loss of certain equipment as a result of a wildfire in Colorado, in the United States, which reached the Company’s staging area.  The lost assets were fully insured.  During the year ended December 31, 2011, the Company recorded a net loss of $0.2 million in connection with this event, which reflects insurance proceeds received of $1.5 million.  The claims process was finalized during the first quarter of 2012 and the Company received additional insurance proceeds of $2.1 million.  All insurance proceeds will be used to replace the lost equipment.

The Company stores and maintains property and equipment in the countries in which it does business. In connection with the acquisition of PGS Onshore in February 2010, the Company acquired certain property and equipment in Libya and entered into an agreement with PGS to operate the business there on the Company’s behalf. The Company subsequently completed the formation of a subsidiary and acquired certain required licenses to operate its seismic acquisition business. However, as a result of the civil unrest in Libya, the Company has been unable to operate its business or utilize its equipment in Libya since the first quarter of 2011. During the second quarter of 2012, the Company began to transfer this equipment out of the area and the process was completed during the third quarter of 2012. At December 31, 2012, there is no equipment remaining in Libya.

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(d)Goodwill

All of the Company’s goodwill was related to its seismic data acquisition reportable segment.  The changes in the carrying amounts of goodwill were as follows (in thousands):

	Year ended December 31,
	2012		2011
Balance at the beginning of the year	$	—	$	131,299
Changes to goodwill relating to the acquisition of PGS Onshore (see note 3)	—		1,077
Goodwill impairment (see below)	—		(132,376		)
Balance at the end of the year	$	—	$	—

Goodwill Impairment Assessment

Accounting guidance requires intangible assets with indefinite lives, including goodwill, be evaluated on an annual basis for impairment or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  The Company historically performed its annual impairment assessment as of December 31.

Given the events impacting the Company during the third quarter of 2011, including the Mexico liftboat incident, a sustained decline in the Company’s market capitalization and the credit rating downgrades, the Company concluded that there were sufficient indicators to require an interim goodwill impairment analysis during the third quarter of 2011.  In accordance with the applicable accounting guidance, the Company performed a two-step impairment test.  In the first step of the impairment test the fair value of the Company’s reporting unit was compared to their carrying amount, including goodwill, to determine if a potential impairment existed.  As the carrying amount of the reporting unit exceeded its fair value, the second step was performed to measure the amount of impairment by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.  The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill.  Due to the complexities inherent in the analysis required, the Company did not fully complete step two of the impairment analysis of goodwill at that time; however, it determined that an impairment loss could be reasonably estimated.  As of September 30, 2011, the Company recorded a preliminary goodwill impairment charge of $40.0 million, representing the best estimate within the range of the estimated impairment loss at that time.  During the fourth quarter of 2011, the Company finalized step two of the impairment analysis which resulted in the recognition of an additional impairment charge of $92.4 million.  Accordingly, at December 31, 2012 and 2011, the Company had no goodwill.  These charges are included in asset impairments in the Company’s consolidated statement of operations.

The following summarizes the most significant estimates and assumptions used by the Company in the goodwill impairment analysis in 2011:

• The fair value estimate in step one was determined using a combination of the income approach and the market-based approach.  In weighting the results of these valuation approaches, the Company placed a greater emphasis on the income approach.

Income approach.

• Estimated cash flows were projected based on certain assumptions regarding revenues, direct costs, general and administrative expenses, depreciation, income taxes, capital expenditures and working capital requirements for the next 5 years.

• The terminal value assumed a long-term growth rate of 3%.

• The projected cash flows and the terminal value were discounted to present value using a discount rate of 16.2%.  The discount rate reflected the Company's current credit rating.

Market approach.

F- 18

• The Company primarily considered the guideline publicly traded company method.  However, the Company utilized the guideline company transaction method as a reasonableness test for selected multiples from the guideline publicly traded company method and implied multiples from its valuation conclusions.

• The Company selected six publicly traded companies in the oil and gas equipment and services industry and focused on their enterprise value to last twelve month (“LTM”) and enterprise value to next twelve month (“NTM”) EBITDA multiples.

• The Company applied an unlevered control premium of 13% to the LTM EBITDA indication.

• The calculation of the implied fair value of the goodwill of the Company's reporting unit required by step two included a full valuation of all the Company's recognized assets and liabilities and any of its unrecognized intangible assets.  In estimating the fair value for the subject assets, the Company utilized a combination of the market approach, cost approach, and the income approach.   For the fixed assets, the Company relied on the market and cost approaches.   The relief from royalty rate method, which considers both the market approach and the income approach, was used to  value the trade name, marine vibrator technology license, and certain technology under development.  The income  approach, specifically the multi-period excess earnings method, was used to value the backlog and the multi-client seismic data library.

The estimates and assumptions described above used to estimate the goodwill impairment charges recorded during 2011 are subject to a high degree of bias and uncertainty.  Different assumptions as to the Company's future revenues and cost structure, growth rate and discount rate would result in estimated future cash flows that could be materially different than those considered in the impairment assessment performed.  Any future fair value estimates for the Company's reporting unit that are greater than the fair value estimate as of September 30, 2011 will not result in a reversal of the impairment charges.

Certain disclosures are required about nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.  This applies to our reporting unit for which the Company estimated its fair value under step two of the impairment test. A fair value hierarchy exists for inputs used in measuring fair value. 

	September 30, 2011 (in thousands)
	(Level 1)		(Level 2)		(Level 3)		Total Impairment Charge
Reporting unit's fair value	$	—	$	—	$	296,543	$	132,376
Total	$	—	$	—	$	296,543	$	132,376

(e)Multi-client Seismic Data Library

At December 31, 2012 and 2011, multi-client seismic data library costs and accumulated amortization consisted of the following (in thousands):

	December 31,
	2012			2011
Acquisition and processing costs	$	180,174		$	169,881
Less accumulated amortization	(157,718		)	(128,369		)
Multi-client data library, net	$	22,456		$	41,512

During the fourth quarter of 2011, the Company performed its impairment review of the carrying value of the multi-

client seismic data library and determined that a specific multi-client survey was fully impaired.  Accordingly, the Company recorded an impairment charge of $2.4 million as of December 31, 2011, which is included in asset impairments in the Company’s consolidated statement of operations.

Multi-client seismic data library amortization expense for the years ended December 31, 2012, 2011 and 2010, was $53.3 million, $85.0 million and $38.0 million, respectively.

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Multi-client seismic data library revenues for the years ended December 31, 2012, 2011 and 2010, were $83.0 million, $119.5 million and $71.1 million, respectively.

On March 15, 2012, the Company entered into a purchase and sale agreement pursuant to which the Company sold to SEI certain North America seismic data in exchange for $10.0 million in cash at a loss of $5.1 million. Under the agreement, the Company retained specified percentages of the net revenues generated and collected on the seismic data sold to SEI for a period of five years.

(f)Deferred Financing Costs

The Company had deferred financing costs of $8.9 million and $13.0 million at December 31, 2012 and 2011, respectively.

Changes in deferred financing costs are as follows (in thousands):

	Year Ended December 31,
	2012			2011			2010
Balance at the beginning of the period	$	12,987		$	11,794		$	10,819
Capitalized (1)	—			6,422			4,570
Amortized (2)	(4,074		)	(4,108		)	(2,784		)
Write-offs associated with early extinguishment of debt (3)	—			(1,121		)	(811		)
Balance at the end of the period	$	8,913		$	12,987		$	11,794

(1) In 2012, the Company recorded $0.8 million in deferred financing costs in connection with the Avista Commitment Letter. In 2011, the Company recorded $5.9 million in deferred financing costs in connection with the amended and restated credit agreement for the Whitebox Revolving Credit Facility.

(2) In April 2011, the Company wrote off $1.1 million of deferred financing costs in connection with Amendment No. 4 to the RBC Revolving Credit Facility which modified the final maturity date.  This amount is included in interest expense in the consolidated statement of operations.

(3) In May 2011, the Company wrote off $1.1 million of deferred financing costs in connection with the early extinguishment of the RBC Revolving Credit Facility which is included in other income (expense) in the Company’s consolidated statement of operations.  In February 2010, in connection with the closing of the acquisition of PGS Onshore, the Company wrote off $0.8 million of deferred financing costs related to the early extinguishment of certain debt which is included in other income (expense) in the Company’s consolidated statement of operations.

NOTE 5: Accrued Liabilities

Accrued liabilities include the following (in thousands):

	December 31,
	2012		2011
Accrued operating expenses	$	23,064	$	29,218
Accrued payroll, bonuses and employee benefits	39,386		42,035
Taxes payable, other than income	7,007		6,216
Accrued interest payable	17,428		1,381
Preferred dividends	484		411
Customer deposits	—		345
Other	227		230
	$	87,596	$	79,836

NOTE 6: Debt and Capital Lease Obligations

Long-term debt and capital lease obligations were as follows (in thousands):

	December 31,
	2012			2011
Whitebox Revolving Credit Facility —11.125%	$	50,000		$	50,000
Senior Secured Notes, net of discount—9.75%	297,759			296,615
Capital lease obligations	4,480			5,873
Notes payable from vendor financing arrangements	—			166
Other (1)	3,109			2,072
Total	355,348			354,726
Less: current portion	(353,700		)	(4,543		)
Total, net(2)	$	1,648		$	350,183

_________________________________________________ 

(1) Relates to the short-term project financing described below.

(2) Excludes $63.2 million and $53.2 million, respectively, related to the mandatorily redeemable preferred stock.  See note 7.

Whitebox Revolving Credit Facility

On May 24, 2011, the RBC Revolving Credit Facility described below under "Extinguished Obligations," was assigned to the Lenders.  Contemporaneously with the assignment, the Company entered into a Forbearance Agreement and Amendment No. 5 whereby the Lenders agreed to waive compliance with certain terms and conditions under the RBC Revolving Credit Facility agreement, as previously modified and amended,  and to forbear from exercising any rights and remedies in connection with certain specified defaults under the RBC Revolving Credit Facility agreement until the earlier of August 22, 2011 or the execution of an amended and restated credit agreement.  Upon the assignment of the RBC Revolving

F- 20

Credit Facility to the Lenders, the Company borrowed $48.3 million under the Whitebox Revolving Credit Facility, which were used to repay the RBC Revolving Credit Facility and for general working capital purposes.

The amended and restated credit agreement facility was entered into among the Company and the Lenders on August 12, 2011.  In connection with this agreement, the Company paid a closing fee of $1.7 million in cash.  In addition, the Company paid a $4.0 million advisory fee by issuing shares of Geokinetics common stock, valued at 95% of the volume weighted average price over the trailing 10-day trading period following the execution of the amended and restated credit agreement.  On August 29, 2011, Geokinetics issued an aggregate of 1,041,668 shares of common stock (the “Advisory Shares”) to the Lenders.  The issuance of the Advisory Shares triggered the anti-dilution provisions of (i) Geokinetics’ Series B Preferred Stock, (ii) warrants issued on July 28, 2008 to purchase up to 240,000 shares of Common Stock (the “2008 Warrants”), and (iii) warrants issued on December 14, 2010 to purchase up to 3,495,000 shares of Common Stock (the “2010 Warrants”).  The issue price of the Advisory Shares was $3.84, which was less than the conversion price of the Series B Preferred Stock and the exercise prices of the 2008 and 2010 Warrants.  Accordingly, the conversion price of the Series B Preferred Stock and the exercise price of the 2008 Warrants were reduced in accordance with an anti-dilution formula, and the exercise price of the 2010 Warrants was reduced to the issue price of the Advisory Shares, or $3.84 per share.  The anti-dilution formula for the Series B Preferred stock reduced the conversion price by multiplying the conversion price by a fraction, the numerator of which was (i) the number of fully diluted shares of Common Stock outstanding prior to issuance plus the number of shares of Common Stock that $4.0 million would purchase at such conversion price and (ii) the denominator of which was the sum of the number of fully diluted shares outstanding prior to the issuance plus the number of shares issued in payment of the fee, which resulted in an adjusted conversion price of $15.95 per share.  The anti-dilution adjustment to the 2008 Warrants was similar, resulting in an adjusted exercise price of $9.05 per share.  See notes 7 and 9.  The closing fee and the advisory fee were recorded as deferred financing costs and will be amortized through the maturity date of this agreement.

Borrowings outstanding under the facility bear interest at 11.125%; amounts in excess of the amount outstanding up to the total amount available of $50.0 million are subject to an unused commitment fee of 11.125%.  The facility does not provide for the issuance of letters of credit and matures on September 1, 2014.  Borrowings under the facility are secured by certain of Geokinetics’ and its subsidiaries’ U.S. assets and the pledge of a portion of the stock of certain of its foreign subsidiaries.  There are no scheduled amortization or commitment reductions prior to maturity but the Company is required to prepay the facility with proceeds from certain asset sales.  The Company has the option to prepay the facility upon the issuance of certain equity securities or after the first year, subject to a reduction fee schedule.  The facility has no financial maintenance covenants. If the Plan is approved, the Company will repay the outstanding balance and any accrued interest from the proceeds of an Exit Facility upon emergence from Chapter 11.

Until August 12, 2011, when the amended and restated credit agreement was executed, the Company incurred interest and fees based on the terms of the RBC Revolving Credit Facility, as amended, including a ticking fee of 1% per quarter based on the maximum availability under the facility, a 1.5% fee for unused commitments and borrowings bore interest at a floating rate based on a specific formula.  The interest rate based on this formula was 8.75% during the period between May 24, 2011 and August 12, 2011.

Senior Secured Notes Due 2014

On December 23, 2009, Holdings issued $300.0 million of Notes in a private placement to institutional buyers at an issue price of $294.3 million, or 98.093% of the principal amount.  The discount is accreted as an increase to interest expense over the term of the Notes.  At December 31, 2012 and 2011, the effective interest rate on the Notes was 11.1% which includes the effect of the discount accretion and deferred financing costs amortization.  The stated interest rate on the Notes is 9.75% and is payable semi-annually in arrears on June 15 and December 15 of each year.  The Notes are fully and unconditionally guaranteed by Geokinetics and by each of Geokinetics’ current and future domestic subsidiaries (other than Holdings, which is the issuer of the Notes).  Pursuant to the terms of an inter-creditor agreement, the Notes are junior to the Whitebox Revolving Credit Facility as to receipt of collateral and/or collateral proceeds securing both the Whitebox Revolving Credit Facility and the Notes.  The Company may redeem up to 10% of the original principal amount of the Notes during each 12-month period at 103% of the principal amount plus accrued interest until the second anniversary following their issuance.  Thereafter, the Company may redeem all or part of the Notes at a prepayment premium which will decline over time.  In the event of a change of control, the Company will be required to make an offer to repurchase the Notes at 101% of the principal amount plus accrued interest.  The indenture governing the Notes contains customary covenants for non-investment grade indebtedness, including restrictions on the Company’s ability to incur indebtedness, to declare or pay dividends and repurchase its capital stock, to invest the proceeds of asset sales, and to engage in transactions with affiliates.

We elected not to make the approximately $14.6 million interest payment on the Notes that was due on December 15, 2012.

F- 21

Events of Default on Indebtedness

The filing of the Chapter 11 petitions on March 10, 2013 described in Note 1 constituted an event of default and triggered the acceleration of a direct financial obligation as follows:

• Under the Amended and Restated Credit Agreement, dated as of August 11, 2011, among the Company, Holdings and Whitebox Advisors, LLC, as administrative agent and collateral agent, and the lenders party thereto, the commitment of the lenders to make loans automatically terminated and the unpaid principal amount of all outstanding loans and interest and other amounts thereunder became automatically due and payable as a result of the filing of the Chapter 11 petitions. As of March 10, 2013, the obligations under the Credit Facility included $50 million in aggregate principal amount outstanding plus accrued and unpaid interest and other payments.

• Under the Indenture, dated as of December 23, 2009, for the 9.75% Senior Secured Notes due 2014 among the Company, Holdings and U.S. Bank National Association, as trustee, all of the outstanding Notes became due and payable immediately as a result of the filing of the Chapter 11 petitions. As of March 10, 2013, there was $300 million in aggregate principal amount plus accrued and unpaid interest and other payments on the outstanding Notes.

Any efforts to enforce the payments or other obligations under these agreements or instruments are currently stayed as a result of the filing of the Chapter 11 petitions. The amount of obligations for the Credit Facility and Notes have been classified as current in the consolidated balance sheet as of December 31, 2012.

Capital Lease and Vendor Financing Obligations

From time to time, the Company enters into capital leases and vendor financing arrangements to purchase certain equipment.  The equipment acquired from these vendors is paid over a specified period of time based on the terms agreed upon.  During 2012 and 2011, the Company had purchases of property and equipment under capital lease obligations and vendor financings, net of down payments of $2.4 million and $6.5 million, respectively.

The amount due under all capital leases and vendor financing arrangements at December 31, 2012 and December 31, 2011 was approximately $4.5 million and $6.0 million, respectively.  The net book value of the property and equipment acquired under these capital leases and vendor financing agreements at December 31, 2012 and December 31, 2011 was approximately $6.9 million and $7.9 million, respectively.

Foreign Revolving Credit Lines

The Company maintains various foreign bank overdraft facilities used to fund short-term working capital needs.  At December 31, 2012, and December 31, 2011, the Company had approximately $0.8 million and $2.4 million, respectively, of available credit of which zero amounts were outstanding under these facilities.  The available credit and amount outstanding at December 31, 2012 excludes borrowings outstanding under the short-term project financing agreement discussed below.

Short-term Project Financing — Line of Credit Agreement

On November 22, 2011, one of the Company’s subsidiaries in Latin America entered into a short-term project financing line of credit agreement secured primarily by the cash flows generated by the underlying project contract.  The cash inflows and outflows associated with this agreement and the underlying project contract are managed through a trust specifically set up for this purpose and required by the agreement.  The trust’s financial statements have been fully consolidated with the Company’s Latin American subsidiary and reflected accordingly.  

The original agreement matured on December 17, 2012 and certain financial covenants applied as long as amounts remained outstanding under the agreement.  The Company’s subsidiary was not in compliance with these covenants at December 31, 2011 and subsequently secured a waiver through December 31, 2012. On December 21, 2012, the agreement was extended through November 29, 2013 and new covenants were established. As of December 31, 2012, the Company's subsidiary was in compliance with these covenants. The maximum credit available under this agreement is $7.6 million of which $2.6 million was outstanding at December 31, 2012.

Disbursements under the line of credit agreement are subject to a fee of 3.0% plus value added taxes, and borrowings outstanding under this agreement bear interest at 8.0% plus one-month LIBOR rate, which was 8.34% at December 31, 2012. 

F- 22

Extinguished Obligations

RBC Revolving Credit Facility

On February 12, 2010, the Company entered into a $50.0 million revolving credit and letters of credit facility, with a group of lenders led by RBC.  The RBC Revolving Credit Facility had an initial maturity date of February 12, 2013.  In the period between June 2010 and December 2010, the Company entered into Amendments No. 1, No. 2 and No. 3 to the RBC Revolving Credit Facility whereby the maximum borrowings were limited to the lesser of $40.0 million or a borrowing base and certain financial covenants were waived and modified.  Borrowings outstanding under the RBC Revolving Credit Facility bore interest at a floating rate based on a specific formula.  At December 31, 2010 and through May 24, 2011 the rate was 8.75%.  The outstanding balance under the facility was $29.8 million and $23.0 million at May 24, 2011 and December 31, 2010, respectively.

On April 1, 2011, the Company entered into a waiver of specific events of default that would have occurred on March 31, 2011 for failure to comply with certain financial reporting covenant requirements.  Additionally, the Company entered into Amendment No. 4, which modified the monthly maximum total leverage ratio, monthly cumulative adjusted EBITDA (as defined in the RBC Revolving Credit Facility agreement) targets and the Company’s interest cost.  This amendment also modified the final maturity date of the revolving credit facility to April 15, 2012.  In connection with Amendment No. 4 the Company wrote off $1.1 million of deferred financing costs related to the modification of the final maturity date, which is included in interest expense in the Company’s consolidated statement of operations.

On May 24, 2011, RBC and the other lenders assigned their rights and obligations under the RBC Revolving Credit Facility to the Lenders under the Whitebox Revolving Credit Facility and received full payment of the amounts then outstanding under the facility plus unpaid accrued interest and fees for a total payment of $30.5 million.  The Company did not incur any pre-payment fees or penalties related to the retirement of the RBC Revolving Credit Facility.  The Company wrote off $1.1 million of deferred financing costs associated with the early extinguishment of the RBC Revolving Credit Facility, which is included in other income (expense) in the Company’s consolidated statement of operations.

Future Maturities

At December 31, 2012, future maturities (principal only) of long-term debt, capital lease obligations, notes payable and mandatorily redeemable preferred stock are as follows (in thousands):

For the Years Ending December 31,
2013	$	355,942
2014	1,596
2015	47,663
2016	37,837
2017 and thereafter	—
	$	443,038	(1	)

 _________________________________________

(1)Excludes unamortized discount of $2.2 million on long-term debt and $22.3 million on mandatorily redeemable preferred stock.  See note 7.

NOTE 7: Mandatorily Redeemable Preferred Stock

The Company classifies its mandatorily redeemable preferred stock, which is not convertible or exchangeable for the Company’s common stock, as a long-term liability. Dividends paid or accrued are reflected as interest expense in the Company’s consolidated statement of operations.

Mandatorily redeemable preferred stock consisted of (in thousands, expect share amounts):

F- 23

	December 31, 2012				December 31, 2011
	Shares				Shares
Series C-1 Mandatorily Redeemable Preferred:
Issued	133,982	$	33,495		133,982	$	33,495
Discount, net of accretion	—	(696		)	—	(927		)
Accrued interest	—	14,116			—	8,909
Series C-1 Mandatorily Redeemable Preferred, net	133,982	46,915			133,982	41,477
Series D Mandatorily Redeemable Preferred:
Issued	120,000	30,000			120,000	30,000
Discount, net of accretion	—	(21,572		)	—	(22,049		)
Accrued interest	—	7,837			—	3,782
Series D Mandatorily Redeemable Preferred, net	120,000	$	16,265		120,000	$	11,733
Total		$	63,180			$	53,210

Series C-1 Mandatorily Redeemable Preferred Stock and 2008 Warrants

On July 28, 2008, the Company issued 120,000 shares of its Series B-2 Preferred Stock to Avista and an affiliate of Avista. In December 2009, the Company agreed to exchange its previously issued Series B-2 Preferred Stock for 133,982 shares of new Series C Preferred Stock plus 750,000 shares of Geokinetics common stock, which were issued to Avista and its affiliate. On May 9, 2012, the Company entered into a Series C Preferred Stock Subscription and Exchange Agreement pursuant to which all the shares of Series C Preferred Stock were exchanged for an equal number of shares of the new Series C-1 Senior Preferred Stock of the Company. The exchange was consummated to resolve certain technical legal questions relating to the prior issuance of and/or amendment to certain shares of the Series C Preferred Stock and to ensure that full legal effect is given to prior agreements between the Company and the holders of the Series C Preferred Stock. The terms of the new Series C-1 Preferred Stock are consistent with the terms of the Series C Preferred Stock such that the Series C-1 Preferred Stock is intended to have the same economic effect as the Series C Preferred Stock for which they were exchanged.

The Company is required to redeem the Series C-1 Preferred Stock on December 16, 2015.  The Series C-1 Preferred Stock accrues dividends at a rate of 11.75%.  Dividends accrue until December 16, 2015.  The Series C-1 Preferred Stock is not convertible or exchangeable for Geokinetics’ common stock.  The liquidation value of the Series C-1 Preferred Stock was $47.6 million at December 31, 2012.  The Series C-1 Preferred Stock has liquidation preference over the Series D preferred stock (see below).

For the years ended December 31, 2012, 2011 and 2010, the Company recognized interest expense of $5.4 million$4.8 million and $4.1 million, respectively, related to the Series C-1 Preferred Stock, which includes accretion of discount of $0.2 million, $0.2 million and $0.2 million, respectively.

2008 Warrants

On July 28, 2008, the Company issued warrants to purchase 240,000 shares of Geokinetics common stock to Avista and an affiliate of Avista in conjunction with the issuance of the Series B-2 Preferred Stock. The 2008 Warrants have a current exercise price of $9.05 per share. The 2008 Warrants expire on July 28, 2013 and contain anti-dilution provisions substantially identical to the Series B-1 Preferred Stock such that if the Company issues certain equity securities for a price that is lower than the warrant exercise price, the exercise price of the warrants will be adjusted downward pursuant to a specific formula.

On May 9, 2012, the Company amended the terms of the 2008 Warrants to, among other things, provide that (i) if the exercise price of the 2008 Warrants is adjusted as a result of the issuance, if any, of the warrants pursuant to the Avista Commitment Letter, then the adjusted exercise price will not be lower than the closing price of the Company's common stock on the last trading day before such warrants are issued and (ii) the issuance of the new Series B-1 Preferred Stock pursuant to the exchange of Series B Preferred Stock will not result in adjustment to the exercise price of the 2008 Warrants.

As a result of the anti-dilution provisions, the 2008 Warrants are accounted for at fair value and recorded as derivative liabilities in the Company's consolidated balance sheets at December 31, 2012 and 2011.

F- 24

Series D Mandatorily Redeemable Junior Preferred Stock and 2010 Warrants

In December 2010, the Company completed a $30.0 million private placement of 120,000 shares of a new series of junior preferred stock (“Series D Preferred Stock”) and warrants to purchase 3,495,000 shares of Geokinetics common stock.  The Series D Preferred Stock was issued to related parties including Avista and its affiliates, PGS, Levant and certain directors of the Company.  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 10.5% per annum and compounded quarterly if paid in cash and 11.5% 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 the liquidation preference.  The preferred stock was issued at a value of $8.3 million.  The original discount of $21.7 million will be accreted through December 15, 2016 as additional interest expense using the effective interest rate method.  The liquidation value of the Series D Preferred Stock was $37.8 million at December 31, 2012.  The Series D Preferred Stock is not convertible or exchangeable for Geokinetics’ common stock.

For the years ended December 31, 2012 and 2011, the Company recognized total interest expense of $4.5 million and $3.1 million, respectively, related to the Series D Preferred Stock, which includes accretion of discount of $0.5 million and $(0.5) million, respectively.

2010 Warrants

On December 14, 2010, the Company issued warrants to purchase 3,495,000 shares of Geokinetics common stock in conjunction with the issuance of the Series D Preferred Stock. The 2010 Warrants have a current exercise price of $3.84 per share. The 2010 Warrants expire on December 15, 2016 and contain price protection provisions such that if the Company issues certain equity securities on or prior to December 14, 2012, for a price that is lower than the warrant conversion price, the exercise price of the warrants will be adjusted to the price of the newly issued equity securities. After December 14, 2012, the exercise price adjusts in accordance with a similar formula as the Series B-1 Preferred Stock. See note 8.

On May 9, 2012, the Company amended the terms of the 2010 Warrants to, among other things, provide that the issuance of the new Series B-1 Preferred Stock pursuant to the exchange of the Series B Preferred Stock will not result in an adjustment to the exercise price of the 2010 Warrants.

As a result of the anti-dilution provisions, the 2010 Warrants are accounted for at fair value and recorded as derivative liabilities in the consolidated balance sheets at December 31, 2012 and 2011.

Holders of Series D Preferred Stock will receive no distribution and their Series D Preferred Stock will be cancelled without consideration under the Plan.

NOTE 8:    Preferred Stock

On December 15, 2006, in connection with the repayment of a subordinated loan, the Company issued 228,683 shares of its Series B-1 Preferred Stock, $10.00 par value, pursuant to the terms of the Securities Purchase Agreement dated September 8, 2006, with Avista, an affiliate of Avista and another institutional investor. Effective December 18, 2009, the holders of the Series B-1 Preferred Stock and the Company agreed to revised terms including (i) an extension of the redemption date to December 15, 2015; (ii) a reduction of the conversion rate to $17.436; (iii) an option to pay dividends in kind until December 15, 2015; and (iv) an increase in the dividend rate to 9.75%. In addition, the series of preferred stock was re-designated as Series B Preferred Stock. In connection with the issuance of the 2010 Warrants on December 14, 2010, the conversion price of the Series B Preferred Stock was reset to $16.40. In connection with the issuance of the Advisory Shares on August 29, 2011, associated with the Whitebox Revolving Credit Facility, the conversion price of the Series B Preferred Stock was reset to $15.95.

On May 9, 2012, the Company entered into the Series B Exchange Agreement pursuant to which all the shares of Series B Preferred Stock were exchanged for shares of the new Series B-1 Senior Convertible Preferred Stock of the Company. The Series B Exchange Agreement was consummated to resolve certain technical legal questions relating to the prior issuance of and/or amendment to certain shares of the Series B Preferred Stock and to ensure that full legal effect is given to prior agreements between the Company and the holders of the Series B Preferred Stock. In connection with the exchange, the Company issued to the holders of the Series B Preferred Stock an equal number of shares of new Series B-1 Preferred Stock in exchange for the outstanding Series B Preferred Stock (including additional shares which were previously issued or owing as of March 31, 2012 as payments of dividends in kind).

F- 25

The terms of the new Series B-1 Preferred Stock are consistent with the terms of the Series B Preferred Stock which was exchanged such that the new Series B-1 Preferred Stock is intended to have the same economic effect as the Series B Preferred Stock, except with respect to changes to modify the anti-dilution provisions in the new Series B-1 Preferred with respect to the treatment of warrants, if any, to be issued in connection with the Avista Commitment Letter.

Each holder of Series B-1 Preferred Stock is entitled to receive cumulative dividends at the rate of 9.75% per annum on the liquidation preference of $250.00 per share, compounded quarterly. At the Company’s option through December 15, 2015, dividends may be paid in additional shares of Series B-1 Preferred Stock. After such date, dividends are required to be paid in cash if declared. Dividends on the Series B-1 Preferred Stock have been accrued or paid in kind exclusively to date. At December 31, 2012 and December 31, 2011, the Series B-1 Preferred Stock is presented as mezzanine equity.

At each issuance of the Series B-1 Preferred Stock, the fair value of the Series B-1 Preferred Stock conversion feature is bifurcated and recorded as a derivative liability.  The difference between the fair value of the conversion feature and the liquidation preference amount is recorded as additional discount of the Series B-1 Preferred Stock.  The accretion of the additional discount to the preferred stock resulting from bifurcating the Series B-1 Preferred Stock conversion feature for the years ended December 31, 2012 and 2011 was $1.1 million and $1.0 million, respectively.

The following table sets forth the changes in the carrying value of the Company’s Series B-1 Preferred Stock.

	Shares	$  (thousands)
Balance at December 31, 2009	290,197	$	66,976
Accrued dividends	28,977	7,286
Fair value of bifurcated conversion feature	—	(871		)
Accretion of issuance costs and additional discount	—	1,596
Exchange for Series C Preferred Shares	—	—
Balance at December 31, 2010	319,174	74,987
Accrued dividends	32,270	8,068
Fair value of bifurcated conversion feature	—	(807		)
Accretion of issuance costs and additional discount	—	1,065
Balance at December 31, 2011	351,444	83,313
Accrued dividends	35,531	8,883
Fair value of bifurcated conversion feature	—	(31		)
Accretion of issuance costs and additional discount	—	1,147
Balance at December 31, 2012	386,975	$	93,312

___________________________________________________

Common Stock Warrants

As part of the issuance of Series B-2 Preferred Stock on July 28, 2008, the Company issued the 2008 Warrants to purchase 240,000 shares of common stock which expire on July 28, 2013.  The current exercise price of the 2008 Warrants is $9.05 per share.  At December 31, 2012 and 2011, the 2008 Warrants are recorded as derivative liabilities on the Company’s consolidated balance sheets.

In connection with the issuance of Series D Preferred Stock in December 2010, the Company issued the 2010 Warrants to purchase 3,495,000 shares of common stock which expire on December 15, 2016.  The current exercise price of the 2010 Warrants is $3.84 per share.  At December 31, 2012 and 2011, the 2010 Warrants are recorded as derivative liabilities on the Company’s consolidated balance sheets.

At December 31, 2012 and 2011, there were outstanding warrants to purchase 3,735,000 shares of common stock.

Preferred Equity Interests

F- 26

On the effective date of the Plan, the holders of the Series B-1 and Series C-1 preferred stock will receive their pro rata share of a $6 million cash distribution and all of the outstanding preferred stock will be cancelled without consideration.

NOTE 9:    Fair Value

Fair Value Measurements

The Company categorizes the fair value measurements of its financial assets and liabilities into a three level fair value hierarchy based on the inputs used in determining fair value. 

The assumptions used in the valuation models to determine the fair value of the Company’s derivative liabilities are as follows:

	At December 31,
	2012			2011
2008 Warrants exercise price (1)	$	9.05		$	9.05
2010 Warrants exercise price (1)	$	3.84		$	3.84
Series B-1 Preferred Stock conversion price (1)	$	15.95		$	15.95
Stock price	$	0.05		$	2.15
Volatility	146.33		%	78.43		%
Risk-free discount rate (2)  — 2008 Warrants	0.12		%	0.19		%
Risk-free discount rate (2)  — 2010 Warrants	0.53		%	0.83		%
Risk-free discount rate (2) — Series B-1 Preferred Stock embedded conversion feature	0.36		%	0.59		%

 _______________________________________________________

(1) Anti-dilution provisions for these financial instruments were triggered as a result of the issuance of the Advisory Shares on August 29, 2011, associated with the Whitebox Revolving Credit Facility.  See notes 6, 7 and 8.

(2) Based on the remaining life of the instruments.

The Company’s derivative liabilities measured at fair value on a recurring basis were as follows (in thousands):

	December 31, 2012
	Total		(Level 1)		(Level 2)		(Level 3)
Conversion feature embedded in the Series B-1 Preferred Stock	$	16	$	—	$	—	$	16
2008 Warrants	—		—		—		—
2010 Warrants	63		—		—		63
Total derivative liabilities	$	79	$	—	$	—	$	79

	December 31, 2011
	Total		(Level 1)		(Level 2)		(Level 3)
Conversion feature embedded in the Series B-1 Preferred Stock	$	1,835	$	—	$	—	$	1,835
2008 Warrants	29		—		—		29
2010 Warrants	3,914		—		—		3,914
Total derivative liabilities	$	5,778	$	—	$	—	$	5,778

A reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows (in thousands):

F- 27

	Year ended December 31,
	2012			2011
Balance at the beginning of the period	$	5,778		$	38,271
Total unrealized (gains) losses
Included in earnings	(5,730		)	(33,300		)
Included in other comprehensive income	—			—
Issuances	31			807
Transfers in and/or out of Level 3	—			—
Balance at the end of the period	$	79		$	5,778

The Company is not a party to any hedging arrangements, commodity swap agreements or any other derivative financial instruments.

See note 4(d) for discussion of the Company’s fair value measurements for non-financial assets.

Estimated Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate their fair value due to the short term nature of those instruments, and therefore, have been excluded from the table below.  The fair value of debt was determined using quoted market prices, when available.  The fair value of the mandatorily redeemable preferred stock is calculated by using the discounted cash flow method of the income approach.

The following table sets forth the fair value of the Company’s remaining financial assets and liabilities (in thousands):

		December 31, 2012				December 31, 2011
	Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial liabilities:
Long-term debt - Notes	Level 2	$	297,759	$	130,500	$	296,616	$	185,250
Long-term debt - Whitebox Revolving Credit Facility	Level 3	$	50,000	$	20,120	$	50,000	$	33,277
Other	Level 2	$	3,109	$	3,109	$	8,110	$	8,110
Mandatorily redeemable preferred stock:
Series C-1	Level 3	$	46,915	$	11,631	$	41,477	$	25,767
Series D	Level 3	$	16,265	$	5,083	$	11,733	$	14,229

NOTE 10: Common Stock

The holders of common stock have full voting rights on all matters requiring stockholder action, with each share of common stock entitled to one vote. Holders of common stock are not entitled to cumulate votes in elections of directors.  No stockholder has any preemptive right to subscribe to an additional issue of any stock or to any security convertible into such stock.

In addition, as long as any shares of the Series B-1, Series C-1 or Series D Preferred Stock discussed above are outstanding, the Company may not pay or declare any dividends on common stock (other than dividends payable in common stock) unless the Company has paid, or at the same time pays or provides for the payment of, all accrued and unpaid dividends on the Series B, Series C and Series D Preferred Stock.  In addition, the terms of the Company’s preferred stock and the Company’s debt agreements further restrict the Company’s ability to pay dividends on common stock.  No dividends on common stock have been declared for any periods presented.

On December 18, 2009, the Company issued 4,000,000 shares of its common stock at a public offering price of $9.25 per share. In addition, the Company issued 750,000 shares to Avista in connection with the exchange of the Series B-2 preferred stock for the new series C preferred stock.

F- 28

On January 14, 2010, in conjunction with the December 18, 2009 common stock issuance, the underwriters of the stock exercised their option to purchase 207,200 shares of common stock for approximately $1.8 million.

On February 12, 2010, the Company issued 2,153,616 shares of its common stock to PGS in connection with the acquisition of PGS Onshore.

On August 29, 2011, the Company issued 1,041,668 shares of its common stock to the Lenders as payment of the advisory fee associated with the Whitebox Revolving Credit Facility.

Common Equity Interests

On the effective date of the Plan, holders of common stock will receive no distribution and their equity interests will be cancelled without consideration.

The new Common Stock will be issued pursuant to one or more exemptions from registration under federal and state securities laws and will: (i) not be registered and (ii) be transferable by the recipients thereof only under an effective registration statement or pursuant to an exemption from registration, including, without limitation, section 1145 of the U.S. Code. The Plan shall provide that the new Common Stock is being issued pursuant to section 1145 of the U.S. Code. The reorganized Company will initially be a private company. The organizational structure of the reorganized Company shall be structured in the most tax efficient manner as determined by the majority Noteholders (and the terms of the Plan shall be revised to the extent necessary to be consistent with any such structure).

NOTE 11: Employee Benefits

Stock-Based Compensation

Stock-based compensation cost is measured at the date of the grant, based on the calculated fair value of the award, and is recognized as expense over the employee’s service period, which is generally the vesting period of the equity grant.

The Company adopted the 2010 Plan effective April 1, 2010, the 2007 Plan during May 2007 and the 2002 Plan during March 2002.  All Plans provide for granting of (i) incentive stock options, (ii) nonqualified stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) phantom stock awards or (vi) any combination of the foregoing to directors, officers and select employees.  The Company is authorized to grant a total of 3,150,000 shares of common stock under these three plans: 1,600,000 shares under the 2010 Plan, 750,000 shares under the 2007 Plan and 800,000 shares under the 2002 Plan.  At December 31, 2012, 418,410 shares remained available for grant under the 2010 Plan, 56,093 shares under the 2007 Plan, and 116,841 shares under the 2002 Plan.  Stock option exercises and restricted stock are funded through the issuance of authorized but unissued shares of common stock.

Stock Options

The Company granted both incentive stock options and non-qualified stock options to employees and non-employee directors.

Total compensation expense related to stock options recognized during the years ended December 31, 2012, 2011 and 2010 totaled $0.5 million, $1.2 million and $1.0 million, respectively.

The fair value of each option is estimated on the date of grant using the Black-Scholes pricing model.  The following weighted-average assumptions were made in estimating fair value:

	2012		2011		2010
Dividend Yield	0	%	0	%	0	%
Risk-Free Interest Rate	0.65	%	1.49	%	1.40	%
Expected Life (Years)	4.1		6.0		6.0
Expected Volatility	90.36	%	75.99	%	80.13	%

The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model. Expected volatilities are based on a number of factors, including historical volatility of the Company’s stock.  The Company

F- 29

uses historical data to estimate option exercise and employee termination for determining the estimated forfeitures.  The Company uses the simplified method for determining the expected life used in the valuation model.  The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.  As the Company has not declared dividends since it became a public entity, no dividend yield is used in the calculation.

A summary of the status of the Company's common stock option awards is presented in the table below:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Balance at December 31, 2011	709,550		$	9.82
Granted	217,000		0.65
Exercised	—		—
Forfeited	(54,966	)	6.99
Cancelled	(25,708	)	14.81
Expired	—		—
Balance at December 31, 2012	845,876		$	7.50	4.73
Exercisable at December 31, 2012	435,142		$	11.98	2.67

During the years ended December 31, 2012, 2011, and 2010, no options were exercised.

The weighted-average grant-date fair value per share of stock options granted during the years ended December 31, 2012, 2011 and 2010 was $0.45, $3.26, and $4.55, respectively.

Options outstanding at December 31, 2012, expire between December 2013 and May 2022, and have exercise prices ranging from $0.49 to $28.00.

A summary of the status of the Company's non-vested stock options as of December 31, 2012, and changes during the year ended December 31, 2012 are presented below:

	Number of Shares		Weighted Average Grant-Date Fair Value per Share
Non-vested at December 31, 2011	406,436		$	3.70
Granted	217,000		0.45
Vested	(157,736	)	3.84
Forfeited	(54,966	)	4.34
Expired	—		—
Non-vested at December 31, 2012	410,734		$	1.85

As of December 31, 2012, there was approximately $0.6 million of total unrecognized compensation expense related to stock options outstanding.  That cost is scheduled to be recognized over the next 5 years. However, on the effective date of the Plan, all stock options will be cancelled and all unrecognized compensation expense will be expended immediately.

Restricted Stock

In addition to stock options, employees and non-employee directors may be granted restricted stock awards, which are awards of common stock with no exercise price. Restricted stock awards expense is calculated by multiplying the stock price on the date of award by the number of shares awarded and amortizing this amount over the vesting period of the stock.

F- 30

The Company recorded compensation expense related to restricted stock of approximately $1.4 million, or $0.07 per common share, $1.4 million, or $0.07 per common share, and $1.9 million, or $0.10 per common share for the years ended December 31, 2012, 2011 and 2010, respectively.

Restricted stock awards activity for 2012 is summarized below:

	Number of Shares of Restricted Stock		Weighted Average Grant-Date Fair Value per Share
Total non-vested at December 31, 2011	299,199		$	8.44
Granted	430,000		0.72
Vested	(181,069	)	8.90
Forfeited	(29,160	)	6.69
Total non-vested at December 31, 2012	518,970		$	1.98

The weighted average grant date fair value per share for restricted stock awards granted in 2012, 2011 and 2010 was $0.72, $6.95 and $6.72, respectively. The total grant date fair value of restricted stock awards vested in 2012, 2011 and 2010 was $1.60 million, $1.3 million and $2.0 million, respectively.

Because the Company maintained a full valuation allowance on its U.S. deferred tax assets, the Company did not recognize any tax benefit related to stock-based compensation expense for the years ended December 31, 2012, 2011 and 2010.

As of December 31, 2012, there was approximately $0.7 million of total unrecognized compensation related to restricted stock outstanding.  That cost is expected to be recognized over the next three years or expensed immediately on the effective date of the Plan.

Employee Retirement Plans

At December 31, 2012, the Company maintained two retirement plans in which the Company’s employees were eligible to participate.

U.S. domestic employees participated in a 401(k) plan in which the Company made matching contributions of approximately $1.4 million, $1.5 million, and $1.3 million for the years ended December 31, 2012, 2011 and 2010, respectively, whereby the Company matched 100% on the first 3% of the employee’s contribution and 50% on the second 3% of the employee’s contribution.

International employees participated in an international defined contribution plan in which the Company made matching contributions of approximately $0.6 million, $0.7 million, and $0.5 million for the years ended December 31, 2012, 2011 and 2010, respectively, whereby the Company matched 100% on the first 3% of the employee’s contribution and 50% on the second 3% of the employee’s contribution.

All employees of the Company paid out of the United States, both domestically and internationally, are eligible to participate effective the first of the month following three months from their hire date.

The Company does not offer any pension or other retirement benefits.

NOTE 12: Loss Per Common Share

The following table sets forth the computation of basic and diluted loss per common share (in thousands except per share data):

F- 31

	Year Ended December 31,
	2012			2011			2010
Numerator:
Loss applicable to common stockholders	$	(93,063	)	$	(231,251	)	$	(147,534	)
Denominator:
Denominator for basic loss per common share	19,043			18,211			17,441
Effect of dilutive securities:
Stock options	—			—			—
Warrants	—			—			—
Restricted stock	—			—			—
Convertible preferred stock	—			—			—
Denominator for diluted loss per common share	19,043			18,211			17,441
Loss per common share:
Basic and diluted	$	(4.89	)	$	(12.70	)	$	(8.46	)

The calculation of diluted loss per common share for the years ended December 31, 2012, 2011 and 2010, excludes options to purchase 807.164 shares, 324.653 shares and 427.804 shares of common stock, respectively; warrants to purchase 0 shares, 2,129.4 shares, and 0 shares of common stock, respectively; 518.97 shares, 299.199 shares, and 313.831 shares of restricted stock, respectively; and preferred stock convertible into 6,065,439 shares, 5,508.527 shares, and 4,865.457 shares of common stock for the years ended December 31, 2012, 2011 and 2010, respectively, because the effect would be anti-dilutive.

At December 31, 2012, 2011 and 2010, there were outstanding warrants to purchase 3,735,000 shares.

NOTE 13. Segment Information

The Company’s reportable segments are strategic business units that offer different services to customers.  The Company has two reportable segments: seismic data acquisition and seismic data processing and integrated reservoir geosciences.  The Company further breaks down its seismic data acquisition reportable segment into three reporting units: North America proprietary seismic data acquisition, international proprietary seismic data acquisition and multi-client seismic data acquisition.  The North America and international proprietary seismic data acquisition reporting units acquire data for customers by conducting specific seismic shooting operations for customers in North America (excluding Mexico) and worldwide.  The multi-client seismic data acquisition business unit licenses fully or partially owned seismic data, covering areas in the United States, Canada and Brazil.  The processing and integrated reservoir geosciences segment operates processing centers in Houston, Texas and London, United Kingdom to process seismic data for oil and gas exploration companies worldwide.

The accounting policies of the Company’s segments are the same as those described in note 2: “Basis of Presentation and Significant Accounting Policies.”  The Company evaluates the performance of each segment based on Adjusted EBITDA, defined below.

The following table sets forth financial information with respect to these reportable segments (in thousands) (1):

	Year Ended December 31,
	2012			2011			2010
Revenue:
Data Acquisition
North America proprietary	$	120,507		$	172,649		$	128,833
International proprietary	383,228			462,919			349,201
Multi-Client	82,954			119,516			71,082
Subtotal Data Acquisition	586,689			755,084			549,116
Data Processing and Integrated Reservoir Geosciences	14,780			14,192			11,787
Eliminations	(5,645		)	(5,547		)	(2,769		)
Total	$	595,824		$	763,729		$	558,134

F- 32

Direct Operating Expenses:
Data Acquisition
North America proprietary	$	96,481		$	140,979		$	118,912
International proprietary	314,437			455,422			326,424
Multi-Client	6,725			470			1,670
Subtotal Data Acquisition	417,643			596,871			447,006
Data Processing and Integrated Reservoir Geosciences	12,367			11,951			11,662
Eliminations	(5,645		)	(5,547		)	(2,769		)
Total	$	424,365		$	603,275		$	455,899
Depreciation and Amortization:
Data Acquisition
North America proprietary	$	12,365		$	13,609		$	21,089
International proprietary	51,668			55,645			46,061
Multi-Client	53,313			85,021			37,999
Subtotal Data Acquisition	117,346			154,275			105,149
Data Processing and Integrated Reservoir Geosciences	1,802			1,466			1,492
Corporate	4,776			2,647			6,256
Total	$	123,924		$	158,388		$	112,897
Adjusted EBITDA (2):
Data Acquisition
North America proprietary	$	19,919		$	24,310		$	4,143
International proprietary	45,816			(20,781		)	(4,093		)
Multi-Client	74,590			117,049			68,272
Subtotal Data Acquisition	140,325			120,578			68,322
Data Processing and Integrated Reservoir Geosciences	2,382			2,100			28
Corporate	(36,715		)	(37,832		)	(47,509		)
Total	$	105,992		$	84,846		$	20,841
Reconciliation of Adjusted EBITDA to Net Loss
Adjusted EBITDA	105,992			84,846			20,841
Provision for income taxes	(14,918		)	(2,040		)	(4,810		)
Interest expense, net of interest income	(51,864		)	(47,540		)	(37,827		)
Other (income) expense (as defined below)	7,802			35,825			(3,991		)
Asset impairments	(6,049		)	(134,756		)	—
Depreciation and amortization	(123,924		)	(158,388		)	(112,897		)
Net loss	$	(82,961	)	$	(222,053	)	$	(138,684	)
Identifiable Assets (at end of year):
Data Acquisition
North America proprietary	$	64,867		$	95,350
International proprietary	245,379			304,656
Multi-Client (3)	51,070			71,494
Subtotal Data Acquisition	361,316			471,500
Data Processing and Integrated Reservoir Geosciences	7,596			8,113
Corporate	23,984			34,559
Total(4)	$	392,896		$	514,172

(1) During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment.  Accordingly, prior periods have been restated.

F- 33

(2) The Company defines Adjusted EBITDA as net income (loss) (the most directly generally accepted accounting principle or “GAAP” financial measure) before Interest, Taxes, Other Income (Expense) (including foreign exchange gains/losses, loss on early redemption of debt, gains/losses from changes in fair value of derivative liabilities and other income/expense), Asset Impairments and Depreciation and Amortization.  The Chief Operating Decision Maker (“CODM”) primarily evaluates operating segment profitability through the use of this measure.  However, as the majority of operating costs directly associated with acquiring and processing multi-client data are capitalized and amortized based on a specific formula, the CODM also considers the impact of amortization expense when specifically evaluating multi-client’s segment profitability.

(3) The North America proprietary segment shares certain productive assets used in its operations with the multi-client segment.  Those productive assets are presented as part of the North America segment.  Multi-client assets presented in the table above only include those assets specifically identified with the multi-client seismic data acquisition business such as cash, accounts receivable and the multi-client seismic data library.

(4) During 2012, capital expenditures, including capitalized leases and capitalized depreciation to multi-client, totaled $6.5 million, $5.4 million, $49.3 million and $1.8 million for North America proprietary, international proprietary, multi-client and data processing and integrated reservoir geosciences, respectively.

NOTE 14. Income Taxes

Income (loss) before income taxes attributable to U.S. and foreign operations is as follows (in thousands):

	Year Ended December 31,
	2012			2011			2010
U.S.	$	(62,259	)	$	(138,839	)	$	(72,773	)
Foreign	(5,784		)	$	(81,174	)	$	(61,101	)
Total	$	(68,043	)	$	(220,013	)	$	(133,874	)

The provision for income taxes shown in the consolidated statements of operations consists of current and deferred expense (benefit) as follows:

	Year Ended December 31,
	2012			2011			2010
Current:
U.S.—federal and state	$	(4	)	$	32		$	(150	)
Foreign	10,299			10,115			14,136
Total current	10,295			10,147			13,986
Deferred:
U.S.—federal and state	2,952			(2,973		)	(6,494		)
Foreign	1,671			(5,134		)	(2,682		)
Total deferred	4,623			(8,107		)	(9,176		)
Total provision for income taxes	$	14,918		$	2,040		$	4,810

The provision for income taxes differs from the amount of income tax determined by applying the U.S. statutory rate to the loss before income taxes for the years ended December 31, 2012, 2011 and 2010 as follows:

F- 34

	Year Ended December 31,
	2012			2011			2010
U.S. statutory rate	$	(23,815	)	$	(77,004	)	$	(46,856	)
Non-deductible expenses	4,992			50,160			1,312
State taxes, net of benefit	(2		)	21			—
Effect of foreign tax rate differential	5,638			11,014			9,581
Foreign withholding taxes	4,260			4,746			4,184
Foreign tax credit	(4,408		)	(13,245		)	—
Non-taxable/non-deductible derivative (gains) losses	(2,006		)	(11,655		)	2,245
Unrecognized tax benefits	639			1,773			764
Return to accrual items	(6,165		)	(4,287		)	4,760
Change in valuation allowance	35,785			40,517			28,820
Total provision for income taxes	$	14,918		$	2,040		$	4,810

	December 31
	2012			2011
Current deferred tax assets:
Allowance for doubtful accounts	$	857		$	832
Accrued expenses	3,228			631
Other	294			291
Total current deferred tax assets	4,379			1,754
Noncurrent deferred tax assets:
Stock-based compensation	2,546			1,856
Loss carryforwards—U.S	115,486			97,232
Loss carryforwards—foreign	45,153			41,639
Multi-client seismic data library	1,916			12,906
Foreign tax credit	17,652			13,244
Total noncurrent deferred tax assets	182,753			166,877
Total deferred tax assets	187,132			168,631
Valuation allowance	(180,323		)	(144,538		)
Net deferred tax assets	6,809			24,093
Current deferred tax liabilities
Deferred revenue	1,725			2,639
Other	124			178
Total current deferred tax liabilities	1,849			2,817
Noncurrent deferred tax liabilities:
Property and equipment	17,008			25,055
Other	638			4,283
Total noncurrent deferred tax liabilities	17,646			29,338
Total deferred tax liabilities	19,495			32,155
Net deferred income tax liability	$	12,686		$	8,062

The valuation allowance for deferred tax assets increased by approximately $35.8 million and $40.5 million in 2012 and 2011, respectively.  The increase in the allowance was primarily due to an increase of U.S. and foreign net operating losses.

At December 31, 2012, the Company had U.S. tax loss carryforwards of approximately $300.0 million and non-U.S. tax loss carryforwards of approximately $172.3 million which expire in various amounts beginning in 2012 and ending in 2031.  The non-U.S. loss carryforwards expiring in 2013, 2014, 2015, 2016 and 2017 are $4.3 million, $8.9 million, $17.0 million,

F- 35

$16.5 million, and $3.8 million, respectively.  There are no U.S. loss carryforwards expiring before 2019.  However, the Company's U.S. loss carryforwards may be reduced and/or limited as a result of the Voluntary Reorganization under Chapter 11. U.S. loss carryforwards will be reduced by the amount of cancellation of debt income recognized upon discharge of any outstanding indebtedness under Section 108 of the Internal Revenue Code of 1986 (the “Tax Code”). Additionally, the Tax Code imposes limitations on a corporation's ability to utilize net operating loss carryforwards (“NOLs”) if the Company experiences an “ownership change” under Section 382.  In general terms, an ownership change may result from transactions increasing the ownership percentage of certain stockholders in the stock of the corporation by more than 50 percent over a three year period.  In the event of an ownership change, utilization of NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of the Company at the time of the ownership change by the applicable long-term tax-exempt rate.  Any unused annual limitation may be carried over to later years.  The amount of the limitation may, under certain circumstances, be increased by built-in gains held by the Company at the time of the ownership change that are recognized in the five year period after the ownership change.  The Company has not experienced an ownership change during the current year.

As of December 31, 2012, a portion of the Company’s cash and cash equivalents and restricted cash was held by foreign subsidiaries and based in U.S. dollar denominated holdings.  Additionally, the Company has undistributed earnings of its foreign subsidiaries.  Those amounts are considered to be indefinitely reinvested; accordingly, no provision for U.S. federal and state income tax or for any potential foreign withholding taxes has been provided.  Upon repatriation of those amounts, the Company would be subject to both U.S. income taxes and withholding tax payable to the various foreign countries.  Determination of the amount of the unrecognized deferred tax liability is not practicable; however, unrecognized foreign tax credits may be available to reduce the U.S. liability.

The Company operated under a tax holiday in certain parts of Egypt through 2010.

In conjunction with the acquisition of PGS Onshore, PGS agreed to indemnify Geokinetics for taxes related to prior years and up to the purchase date.  An indemnification receivable has been reflected in the Company’s accounts receivable, which may be adjusted as the respective tax liabilities are settled.

Uncertainty in Income Taxes

A reconciliation of the change in the unrecognized tax benefits is as follows (in thousands):

	Year Ended December 31,
	2012		2011		2010
Balance at beginning of year	$	9,770	$	7,997	$	7,233
Increase for tax positions related to current year	639		1,773		764
Lapses in statues of limitations	—		—		—
Balance at the end of the year	$	10,409	$	9,770	$	7,997

All additions or reductions to the above liability affect the Company’s effective tax rate in the respective period of change.  The Company accounts for any applicable interest and penalties on uncertain tax positions as a component of income tax expense which was $0.8 million, $1.5 million and $0.8 million for the years ended December 31, 2012, 2011 and 2010 respectively.  At December 31, 2012 and 2011, the Company had $3.8 million and $3.0 million, respectively, of accrued interest related to unrealized tax benefits.  The tax years that remain subject to examination by major tax jurisdictions are from 2005 to 2012.

NOTE 15. Related Party Transactions

Acquisition of PGS Onshore

In connection with the acquisition of PGS Onshore in February 2010, PGS acquired 2.2 million shares of Geokinetics’ common stock, or 12% of the then outstanding shares of common stock, and appointed two persons to the Company’s board of directors, one of whom was an employee of PGS and the other was independent of the Company as defined by the NYSE Amex rules.  Prior to the acquisition, PGS was not affiliated with the Company.  Following the acquisition, the Company entered into transactions that were contemplated by the purchase agreement for the acquisition of PGS Onshore, which are summarized below:

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Transition Services Agreement.  In the transition services agreement, PGS agreed to provide the Company with office facilities, accounting, information, payroll and human resources services following the closing of the acquisition.  During 2010, the Company incurred fees of $3.4 million related to this agreement.  The services were provided by PGS through July 30, 2010.

Other

On August 12, 2011 the Company entered into an amended and restated credit agreement with the lenders for the Whitebox Revolving Credit Facility.  Mr. Gary L. Pittman, the Company’s Executive Vice President and Chief Financial Officer, is a passive investor in, and holds less than approximately 0.2% of the total assets of ECF Value Fund, L.P. and approximately 0.2% of the total assets of ECF Value Fund International, Ltd. which are two of the Lenders participating in the amended and restated credit agreement at December 31, 2012.

During the years ended December 31, 2012 and 2011, the Company paid fees of approximately $0.2 million and $0.3 million, respectively, for freight broker services provided by Total Connection, a company owned and operated by the spouse of an employee of the Company.  Additionally, during the years ended December 31, 2012 and 2011, the Company paid fees of approximately $3.0 million and $1.2 million, respectively, for permitting services provided by Complete Geo Land Services, LLC, a company owned and operated by the spouse of an employee of the Company.

During the years ended December 31, 2012, 2011 and 2010, the Company recorded revenue of approximately $0.3 million, $0.4 million and $0.1 million, respectively, for seismic data processing services provided to Carmot Seismic AS, a Norwegian company partially owned by the spouses of two employees of the Company and where the Company employees are Directors.

NOTE 16. Commitments and Contingencies

Contingencies

On January 15, 2013, the Debtors entered into a restructuring support agreement with holders of more than 70% in aggregate principal amount of the Notes and the largest holder of the Company's preferred stock. Under the terms of the restructuring support agreement, the Debtors agreed to implement a financial restructuring of the Company and its domestic subsidiaries and the other parties agreed to support and vote for either a pre-negotiated or pre-packaged plan of reorganization in accordance with the terms and conditions of the agreement.

The Company commenced a solicitation of acceptances of the Plan on February 7, 2013. On March 10, 2013, the Company filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Code in the Bankruptcy Court. The pre-packaged Plan, which remains subject to the approval of the Bankruptcy Court, was approved by a large majority of our stakeholders. The Company plans to continue to operate our businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the U.S. Code and order of the Bankruptcy Court. It is the Company's intention to request court approval to emerge from bankruptcy early in the second quarter of 2013. See Note 1 for more information.

Taxes Related to International Operations

Historically, the Company did not adequately monitor the time in country for its third country nationals performing work for the Company in certain countries in which it operated and thus may have under reported the taxes due for these employees. The Company has made an assessment of the potential liability related to these taxes and has recorded a provision at December 31, 2012 and 2011.

International Labor Claims

The Company has received adverse verdicts with respect to several international labor claims and is currently appealing these verdicts.

Other Contingencies

The Company is party to various other claims and legal actions arising in the ordinary course of business.  Management is of the opinion that none of these claims and actions will have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

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With respect to the Company’s various contingencies, the Company had a provision of $12.5 million and $12.7 million, included in accrued liabilities at December 31, 2012 and 2011, respectively, for estimated costs related to these claims.

Commitments

At December 31, 2012, the Company has non-cancelable operating leases for office, warehouse space and equipment with remaining terms ranging from approximately one to six years.  Aggregate future minimum lease payments under the various non-cancelable operating leases are as follows (includes impact of escalation clauses, as applicable) (in thousands):

For the Years Ending December 31,
2013	$	23,329
2014	4,816
2015	2,282
2016	852
2017	404
Thereafter	—
	$	31,683

Rental expense in the consolidated financial statements amounted to approximately $85.7 million, $119.1 million, $69.5 million for the years ended December 31, 2012, 2011 and 2010, respectively.

NOTE 17. Major Customers

The Company’s largest customers in 2012, 2011 and 2010, were located in Latin America and accounted for 29%, 15% and 10%, respectively of total revenue. The revenues from these customers are primarily reported in the international seismic data acquisition operating segment.  For the years ended December 31, 2012, 2011, and 2010, revenue from the top three customers was approximately $267.9 million, $223.1 million, and $138.0 million, respectively, representing approximately 45%, 29%, and 25% of total revenue, respectively.

In addition, at December 31, 2012, one customer, who accounted for 29% of the Company's revenues, accounted for 16% of total accounts receivable in aggregate, one customer, who accounted for 11% of the Company's revenues, accounted for 2% of total accounts receivable in aggregate, and one customer, who accounted for 5% of the Company's revenues, accounted for 15% of total accounts receivable in aggregate. At December 31, 2011, one customer, who accounted for 4% of the Company’s revenues, accounted for 13% of total accounts receivable in aggregate, and one customer, who accounted for 15% of the Company’s revenues, accounted for 9% of total accounts receivable in aggregate.  At December 31, 2010, one customer, who accounted for 10% of the Company’s revenues, accounted for 7% of total accounts receivable in aggregate. 

NOTE 18. Concentration of Credit Risk

The Company’s primary market risks include fluctuations in commodity prices which affect demand and pricing of services.  All of the Company’s customers are involved in the oil and natural gas industry, which exposes the Company to credit risk because its customers may be similarly affected by changes in economic and industry conditions.  Fluctuations in commodity prices affect demand for and pricing of our services and impact the concentration of our customers and our exposure to credit risk.

Further, the Company generally provides services and extends credit to a relatively small group of key customers that account for a significant percentage of accounts receivable of the Company at any given time.  Due to the nature of the Company’s contracts and customers’ projects, the largest customers can change from year to year and the largest customers in any year may not be indicative of the largest customers in any subsequent year.  If any key customers were to terminate their contracts or fail to contract for future services due to changes in ownership or business strategy or for any other reason, the Company’s results of operations could be affected. For the year ended December 31, 2012, our top 10 customers represented 69% of our consolidated revenue for the period.

Accordingly, the Company performs ongoing customer credit evaluations and maintains allowances for possible losses.  Write offs charged against the allowance for bad debt have not exceeded 1.0% of total sales for 2012, 2011 and 2010. 

F- 38

The Company utilizes the specific identification method for establishing and maintaining allowances for possible losses.  Our allowance for doubtful accounts at December 31, 2012 was $0.7 million, primarily reflecting specific agreement disputes with a customer in the Asia-Pacific region.  Bad debt expense for the year ended December 31, 2012 was $0.4 million. 

Management believes the unreserved accounts receivables at December 31, 2012 and December 31, 2011 of $143.0 million and $163.5 million are collectible and the allowance for doubtful accounts of $0.7 million and $2.8 million, respectively, is adequate.

The Company has cash in banks and short-term investments, including restricted cash, which, at times, may exceed federally insured limits, established in the United States and foreign countries.  The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash and short-term investments. Restricted cash includes cash held to collateralize standby letters of credit and performance guarantees.  At December 31, 2012, restricted cash also includes cash held in trust in connection with a short-term project financing agreement entered into in November 2011.  Volatility in financial markets may impact our credit risk on cash and short-term investments.  At December 31, 2012, cash and cash equivalents and restricted cash totaled $41.8 million.

The Company conducts operations outside the United States in both its seismic data acquisition and seismic data processing and integrated reservoir geosciences reportable segments.  These operations expose the Company to market risks from changes in foreign exchange rates. 

NOTE 19. Unaudited Quarterly Financial Data

Summarized quarterly financial data for 2012 and 2011 are as follows (in thousands, except per share data):

2012	Quarter Ended
	March 31			June 30			September 30			December 31
Total revenue	$	163,498		$	134,787		$	141,694		$	155,845
Loss from operations	$	(14,031	)	$	(11,159	)	$	9,023		$	(7,814	)
Change in fair value of derivative liabilities	$	1,884		$	3,720		$	(334	)	$	460
Interest expense, net of interest income	$	(12,739	)	$	(12,836	)	$	(12,699	)	$	(13,590	)
Net loss	$	(23,224	)	$	(27,466	)	$	(6,302	)	$	(25,969	)
Loss applicable to common stockholders	$	(25,650	)	$	(29,983	)	$	(8,853	)	$	(28,577	)
Loss per common share:
Basic and diluted	(1.35		)	(1.58		)	(0.46		)	(1.50		)
Weighted average common shares outstanding:
Basic and diluted	18,990			19,022			19,048			19,110

2011	Quarter Ended
	March 31			June 30			September 30			December 31
Total revenue	$	187,637		$	145,548		$	206,052		$	224,492
Loss from operations	$	(21,484	)	$	(27,950	)	$	(52,102	)	$	(106,762	)
Change in fair value of derivative liabilities	$	4,443		$	4,529		$	22,409		$	1,919
Interest expense, net of interest income	$	(11,149	)	$	(12,941	)	$	(10,951	)	$	(12,499	)
Net loss	$	(28,771	)	$	(39,436	)	$	(42,105	)	$	(111,741	)
Loss applicable to common stockholders	$	(30,974	)	$	(41,707	)	$	(44,438	)	$	(114,132	)
Loss per common share:
Basic and diluted	(1.74		)	(2.34		)	(2.44		)	(6.03		)
Weighted average common shares outstanding:
Basic and diluted	17,824			17,838			18,225			18,943

NOTE 20. Condensed Consolidating Financial Information

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The Notes are fully and unconditionally guaranteed, jointly and severally, by the Company, and by each of the Company’s current and future domestic subsidiaries (other than Geokinetics Holdings, USA, Inc., which is the issuer of the Notes).  The non-guarantor subsidiaries consist of all subsidiaries and branches outside of the United States.  Separate condensed consolidating financial statement information for the parent, guarantor subsidiaries and non-guarantor subsidiaries as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and 2010 is as follows (in thousands):

	BALANCE SHEET
	December 31, 2012
	Guarantor Parent Company			Issuer Subsidiary		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets	$	(3,860	)	$	—	$	64,596	$	148,993		$	—		$	209,729
Property and equipment, net	10,123			—		125,047		14,867			—			150,037
Investment in subsidiaries	197,931			357,951		255,174		15,179			(826,235		)	—
Intercompany accounts	(2,487		)	61,013		120,467		(178,993		)	—			—
Other non-current assets	809			8,105		22,033		2,183			—			33,130
Total assets	$	202,516		$	427,069	$	587,317	$	2,229		$	(826,235	)	$	392,896
Liabilities, Mezzanine and Stockholders’ Equity (Deficit)
Current liabilities	$	12,938		$	365,188	$	61,025	$	76,786		$	—		$	515,937
Long-term debt and capital lease obligations, net of current portion	—			—		303		1,345			—			1,648
Deferred Income tax and other non-current liabilities	40,428			—		35,422		16			—			75,866
Derivative liabilities	79			—		—		—			—			79
Total liabilities	53,445			365,188		96,750		78,147			—			593,530
Mezzanine equity	93,312			—		—		—			—			93,312
Stockholders’ equity (deficit)	55,759			61,881		490,567		(75,918		)	(826,235		)	(293,946		)
Total liabilities, mezzanine and stockholders’ equity (deficit)	$	202,516		$	427,069	$	587,317	$	2,229		$	(826,235	)	$	392,896

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	BALANCE SHEET
	December 31, 2011
	Guarantor Parent Company		Issuer Subsidiary		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets	$	971	$	—	$	134,119	$	103,310		$	—		$	238,400
Property and equipment, net	16,666		—		174,564		21,406			—			212,636
Investment in subsidiaries	197,931		377,362		44,118		14,206			(633,617		)	—
Intercompany accounts	23,454		80,834		12,845		(117,133		)	—			—
Other non-current assets	1,079		11,908		42,572		7,754			(177		)	63,136
Total assets	$	240,101	$	470,104	$	408,218	$	29,543		$	(633,794	)	$	514,172
Liabilities, Mezzanine and Stockholders’ Equity (Deficit)
Current liabilities	$	48,482	$	1,565	$	78,914	$	86,362		$	—		$	215,323
Long-term debt and capital lease obligations, net of current portion	—		346,615		—		3,568			—			350,183
Deferred Income tax and other non-current liabilities	30,458		—		30,798		1,138			—			62,394
Derivative liabilities	5,778		—		—		—			—			5,778
Total liabilities	84,718		348,180		109,712		91,068			—			633,678
Mezzanine equity	83,313		—		—		—			—			83,313
Stockholders’ equity (deficit)	72,070		121,924		298,506		(61,525		)	(633,794		)	(202,819		)
Total liabilities, mezzanine and stockholders’ equity (deficit)	$	240,101	$	470,104	$	408,218	$	29,543		$	(633,794	)	$	514,172

	STATEMENT OF OPERATIONS
	Year Ended December 31, 2012
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	—		$	270,738		$	450,349		$	(125,263	)	$	595,824
Equity in earnings of subsidiaries	(74,575		)	—			1,263			(17,298		)	90,610			—
Expenses:
Direct operating	101			—			129,900			416,480			(122,116		)	424,365
Depreciation and amortization	1,293			—			114,087			8,722			(178		)	123,924
General and administrative	2,532			—			38,524			27,559			(3,148		)	65,467
Asset impairments	—			—			495			5,554			—			6,049
Total expenses	3,926			—			283,006			458,315			(125,442		)	619,805
Loss from operations	(78,501		)	—			(11,005		)	(25,264		)	90,789			(23,981		)
Interest income (expense), net	(10,187		)	(40,632		)	1,285			(2,330		)	—			(51,864		)
Other income (expenses), net	5,727			—			1,712			363			—			7,802
Loss before income taxes	(82,961		)	(40,632		)	(8,008		)	(27,231		)	90,789			(68,043		)
Provision for income taxes	—			—			8,478			6,440			—			14,918
Net loss	$	(82,961	)	$	(40,632	)	$	(16,486	)	$	(33,671	)	$	90,789		$	(82,961	)

F- 41

	STATEMENT OF OPERATIONS
	Year Ended December 31, 2011
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	518		$	—		$	414,837		$	433,840		$	(85,466	)	$	763,729
Equity in earnings of subsidiaries	(216,304		)	—			(4,758		)	(58,177		)	279,239			—
Expenses:
Direct operating	25,398			—			216,813			441,400			(80,336		)	603,275
Depreciation and amortization	6,564			—			126,071			25,753			—			158,388
General and administrative	(982		)	—			39,789			41,754			(4,953		)	75,608
Asset impairments	—			—			132,376			2,380			—			134,756
Total expenses	30,980			—			515,049			511,287			(85,289		)	972,027
Loss from operations	(246,766		)	—			(104,970		)	(135,624		)	279,062			(208,298		)
Interest income (expense), net	(8,176		)	(39,323		)	607			(648		)	—			(47,540		)
Other income (expenses), net	32,889			(1,121		)	6,322			(2,265		)	—			35,825
Loss before income taxes	(222,053		)	(40,444		)	(98,041		)	(138,537		)	279,062			(220,013		)
Provision for income taxes	—			—			2,037			3			—			2,040
Net loss	$	(222,053	)	$	(40,444	)	$	(100,078	)	$	(138,540	)	$	279,062		$	(222,053	)

	STATEMENT OF OPERATIONS
	Year Ended December 31, 2010
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	328		$	—		$	236,697		$	374,214		$	(53,105	)	$	558,134
Equity in earnings of subsidiaries	(120,228		)	—			(46,478		)	(17,221		)	183,927			—
Expenses:
Direct operating	(2,000		)	—			134,458			376,546			(53,105		)	455,899
Depreciation and amortization	4,908			—			98,900			9,089			—			112,897
General and administrative	5,893			1,565			21,314			52,622			—			81,394
Total expenses	8,801			1,565			254,672			438,257			(53,105		)	650,190
Income (loss) from operations	(128,701		)	(1,565		)	(64,453		)	(81,264		)	183,927			(92,056		)
Interest income (expense), net	(6,033		)	(33,494		)	188			1,512			—			(37,827		)
Other income (expense), net	(9,043		)	208			1,852			2,992			—			(3,991		)
Income (loss) before income taxes	(143,777		)	(34,851		)	(62,413		)	(76,760		)	183,927			(133,874		)
Provision for income taxes	(5,093		)	14			145			9,744			—			4,810
Net loss	$	(138,684	)	$	(34,865	)	$	(62,558	)	$	(86,504	)	$	183,927		$	(138,684	)

F- 42

	STATEMENT OF CASH FLOWS
	Year Ended December 31, 2012
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(1,219	)	$	784		$	34,858		$	(3,659	)	$	—	$	30,764
Net cash provided (used in) investing activities	—			—			(38,162		)	(588		)	—		(38,750		)
Net cash used in financing activities	—			(784		)	(122		)	(2,313		)	—		(3,219		)
Net increase (decrease) in cash	$	(1,219	)	—			$	(3,426	)	$	(6,560	)	—		$	(11,205	)

	STATEMENT OF CASH FLOWS
	Year Ended December 31, 2011
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(4,740	)	$	(24,558	)	$	62,558		$	26,214		$	—	$	59,474
Net cash provided (used in) investing activities	—			—			(67,196		)	(14,807		)	—		(82,003		)
Net cash used in financing activities	—			24,558			—			(233		)	—		24,325
Net increase (decrease) in cash	$	(4,740	)	$	—		$	(4,638	)	$	11,174		$	—	$	1,796

	STATEMENT OF CASH FLOWS
	Year Ended December 31, 2010
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(12,630	)	$	(15,513	)	$	53,564		$	6,115		$	—	$	31,536
Net cash provided (used in) investing activities	(184,818		)	122,971			(78,166		)	(20,116		)	180,832		20,703
Net cash provided (used in) financing activities	(19,497		)	—			—			(67		)	—		(19,564		)
Net increase (decrease) in cash	$	(216,945	)	$	107,458		$	(24,602	)	$	(14,068	)	$	180,832	$	32,675

NOTE 21. Restructuring Costs

As part of the restructuring, the Company instituted a number of steps, including the decision to close certain regional offices, to sell certain non-core assets, and to exit certain operations around the world where the long-term prospects for profitability were not in line with our business goals. The restructuring costs were primarily related to exiting and relocation of certain business activities primarily in North Africa and the Middle East.

The following table summarizes the restructuring costs for the year ended December 31, 2012 recorded in operating expenses in the statement of operations (in thousands):

F- 43

	Employee severance and other termination benefits		Contract termination costs		Exiting and relocation of business activities		Total
Balance January 1, 2012	$	—	$	—	$	—	$	—
Add: Restructuring costs incurred	422		255		4,944		5,621
Less: Amount paid	(375)		(51)		(4,482)		(4,908)
Less: Non-cash utilization and other	(24)		—		—		(24)
Balance December 31, 2012	$	23	$	204	$	462	$	689

Information regarding the major types of restructuring costs for the year ended December 31, 2012 is as follows (in thousands):

	Charges Incurred in 2012		Charges Incurred to Date		Total Charges Expected to be Incurred
Employee severance and other termination benefits	$	422	$	422	$	438
Contract termination costs	255		255		262
Exiting and relocation of business activities	4,944		4,944		5,036
	$	5,621	$	5,621	$	5,736

In addition, the Company recorded professional fees of $5.6 million related to the proposed financial restructuring primarily related to legal and financial advisors. These costs are recorded in general and administrative expense in the statement of operations.

NOTE 22.    Subsequent Event

On March 12, 2013, the Bankruptcy Court entered an interim order authorizing the Company to obtain up to $15 million on an interim basis and up to $25 million in aggregate principal amount of superpriority post-petition financing from certain debtor-in-possession lenders.  On March 13, 2013, the Company, as parent, Holdings, as borrower, Cantor Fitzgerald Securities, as administrative agent and collateral agent, and ASOF II Investments, LLC, American Securities Opportunities Fund, LP, American Securities Opportunities Fund (B), L.P., ECF Value Fund, L.P., ECF Value Fund II, L.P., ECF Value Fund International, Ltd., as Backstop DIP Lenders, entered into a Senior Secured Debtor-In-Possession Credit Agreement (the “DIP Facility”) that provides for term loans of up to $25 million, subject to the terms and conditions therein.  The proceeds of the loans under the DIP Agreement will be used for general corporate purposes and the working capital needs of the Debtors in accordance with a budget approved by the Backstop DIP Lenders and to satisfy the costs associated with the Company's restructuring.

Holdings' obligations under the DIP Agreement are guaranteed by the Company and each of the other Debtors and are secured by substantially all of the assets of the Debtors, subject to certain exceptions.  The liens securing the DIP Agreement are junior to the liens of Holdings' pre-petition revolving credit facility and certain other excluded liabilities and are senior to all other liens, claims and encumbrances, including the liens of the holders of Holdings' senior secured notes. The loans under the DIP Agreement bear interest at a rate per annum equal to 9.25%.  Upon the occurrence and during the continuance of an event of default under the DIP Agreement, the interest rate increases by 2%.  All borrowings under the DIP Agreement are to be satisfied in common stock of the reorganized Company under the terms of the proposed Chapter 11 plan or repaid on the earlier of (i) the date that is four months after the effective date of the DIP Agreement, (ii) the date the obligations are accelerated pursuant to the terms of the DIP Agreement and (iii) the effective date of a Chapter 11 plan.

The DIP Agreement includes representations from Holdings and the Company that are customary for debtor-in-possession financing.  The DIP Agreement also includes various affirmative and negative covenants applicable to the Debtors, including a covenant to adhere to a budget delivered to the Backstop DIP Lenders and the administrative agent and other customary covenants for debtor-in-possession financings of this type, including restrictions on the incurrence of indebtedness, capital expenditures, mergers, sales and other dispositions of property and other fundamental changes.  The DIP Agreement provides for customary events of default, including defaults resulting from non-payment of principal, interest or other amounts when due, failure to perform or observe covenants, and the failure to achieve certain milestones in the bankruptcy proceedings.

F- 44

The Backstop DIP Lenders hold more than 70% in aggregate principal amount of Holdings' senior secured notes.

F- 45

EX-10.8

EXHIBIT F

FORM OF GUARANTY

GUARANTY

Dated as of March [__], 2013

From

GEOKINETICS, INC.,

THE OTHER GUARANTORS REFERRED TO HEREIN

AND

THE ADDITIONAL GUARANTORS REFERRED TO HEREIN,

as Guarantors

in favor of

THE SECURED PARTIES REFERRED TO IN

THE CREDIT AGREEMENT REFERRED TO HEREIN

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T A B L E O F C O N T E N T S
Section		Page
Section 1.	Guaranty; Limitation of Liability	1
Section 2.	Guaranty Absolute	2
Section 3.	Waivers and Acknowledgments	3
Section 4.	Subrogation	4
Section 5.	Payments Free and Clear of Taxes, Etc	5
Section 6.	Representations and Warranties	5
Section 7.	Covenants	5
Section 8.	Amendments, Guaranty Supplements, Etc	6
Section 9.	Notices, Etc	6
Section 10.	No Waiver; Remedies	6
Section 11.	Right of Set-off	6
Section 12.	Indemnification	7
Section 13.	Subordination	8
Section 14.	Continuing Guaranty; Assignments under the Credit Agreement	8
Section 15.	Keepwell	9
Section 16.	Execution in Counterparts	9
Section 17.	Governing Law; Jurisdiction; Waiver of Jury Trial, Etc	9
Section 18.	ORDERS	10

Exhibit A - Guaranty Supplement

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GUARANTY dated as of March [__], 2013 made by GEOKINETICS INC., a Delaware corporation (the “Parent”), the other Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8(b)) (the Parent, such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).

PRELIMINARY STATEMENT. Geokinetics Holdings USA, Inc., a Delaware corporation (the “Company” or “Borrower”), is party to that certain Senior Secured Debtor-in-Possession Credit Agreement dated as of March [__], 2013 (as amended, amended and restated, supplemented, replaced and/or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Parent, Cantor Fitzgerald Securities, as Administrative Agent and Collateral Agent for the Lenders, and each Lender from time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned in the Credit Agreement.

Each Guarantor is a Debtor in the Cases and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Loans by the Lenders under the Credit Agreement, the entry by the Hedge Banks into Secured Hedge Agreements from time to time and the arrangement of cash management arrangements by the Cash Management Banks that each Guarantor shall have executed and delivered this Guaranty.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans under the Credit Agreement, the Hedge Banks to enter into Secured Hedge Agreements from time to time and the Cash Management Banks to enter into cash management arrangements from time to time, each Guarantor, jointly and severally with each other Guarantor, hereby agrees as follows:

Section 1.Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Administrative Agent, for the benefit of the Secured Parties, as primary obligor and not merely as surety, the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, except as limited by Section 12(a) hereof, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

(b)In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guaranty would otherwise be held or determined to be void, voidable, invalid or unenforceable,

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or subordinated to the claims of any other creditors, on account of the amount of its liability under this Guaranty, in each case, for any reason, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

(c)Notwithstanding any other provisions of this Agreement or any other Loan Document, (i) Guaranteed Obligations with respect to any Guarantor shall exclude all Excluded Swap Obligations (as defined below) with respect to such Guarantor; and (ii) with respect to the grant of any Security Interest by such Guarantor under any Collateral Documents, the Obligations secured thereby shall exclude all Excluded Swap Obligations with respect to such Guarantor. “Excluded Swap Obligation” means, with respect to any Guarantor, any obligation (a “Swap Obligation”) to pay or perform under any Secured Hedge Agreement or other agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) and Section 2(e) of the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, or any successor statute (the “Commodity Exchange Act”), if, and solely to the extent that, all or a portion of the Guarantee by such Guarantor of, or the grant of security interest by such Guarantor securing, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time such Guarantee or grant of security interest by such Guarantor is entered into or otherwise becomes effective with respect to, or any other time such Guarantor is by virtue of such Guarantee or grant of security interest otherwise deemed to enter into, such Swap Obligation (or Guarantee thereof). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps the Guarantee or grant of security interest for which (or for any Guarantee of which) so is or becomes illegal.

(d)Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty or any other guaranty, such Guarantor will immediately contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Section 2.Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. Each Guarantor further agrees that its Guaranty constitutes a continuing, absolute and unconditional guarantee of payment when due and not merely of collection. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

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(a)any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

(b)any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;

(c)any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;

(d)any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;

(e)any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;

(f)any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);

(g)the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or

(h)any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Section 3.Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.

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(b)Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

(c)Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder.

(d)Each Guarantor acknowledges that the Collateral Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable Laws.

(e)Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party.

(f)Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Section 4.Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash (other than (A) obligations under Secured Hedge Agreements and Cash Management Obligations not yet due and payable, in each case which have been cash collateralized or backstopped by letters of credit, as the case may be, in a manner satisfactory to the applicable Secured Parties and (B) contingent indemnification obligations not yet accrued and payable) and the Aggregate Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than (A) obligations under Secured Hedge Agreements and Cash Management Obligations not yet due and payable, in each case which have been cash collateralized or backstopped by letters of credit, as the case may be, in a manner satisfactory to the applicable Secured Parties and (B) contingent indemnification obligations not yet accrued and payable), such amount

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shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash (other than (A) obligations under Secured Hedge Agreements and Cash Management Obligations not yet due and payable, in each case which have been cash collateralized or backstopped by letters of credit, as the case may be, in a manner satisfactory to the applicable Secured Parties and (B) contingent indemnification obligations not yet accrued and payable) and (iii) the Aggregate Commitments under the Credit Agreement shall have been terminated, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Section 5.Payments Free and Clear of Taxes, Etc. Any and all payments by or on account of any obligation of any Guarantor hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes or Other Taxes on the same terms and to the same extent that payments by the Borrower are required to be made free and clear of Taxes and Other Taxes pursuant to Section 3.01 of the Credit Agreement.

Section 6.Representations and Warranties. Each Guarantor hereby makes each representation and warranty made in the Loan Documents by the Borrower with respect to such Guarantor and each Guarantor hereby further represents and warrants as follows:

(a)There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.

(b)Such Guarantor has, independently and without reliance upon any Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty and each other Loan Document to which it is or is to be a party, and such Guarantor has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Loan Party.

Section 7.Covenants. Each Guarantor covenants and agrees that, so long as any part of the Guaranteed Obligations shall remain unpaid (other than (A) obligations under Secured Hedge Agreements and Cash Management Obligations not yet due and payable, in each case which have been cash collateralized or backstopped by letters of credit, as the case may be, in a manner satisfactory to the applicable Secured Parties and (B) contingent indemnification obligations not yet accrued and payable) or the Aggregate Commitments shall not have expired or terminated, such Guarantor will perform and observe, and cause

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each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents on its or their part to be performed or observed or that the Borrower has agreed to cause such Guarantor or such Subsidiaries to perform or observe.

Section 8.Amendments, Guaranty Supplements, Etc. (a) No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Borrower and the Backstop DIP Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon the sale of a Guarantor to the extent permitted in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released from this Guaranty.

(b)Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Section 9.Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including facsimile transmission, and, to the extent permitted under Section 11.02(e) of the Credit Agreement, in an electronic medium as specified therein) and mailed, faxed or delivered to it, if to any Guarantor, addressed to it in care of the Borrower at the Borrower’s address specified on Schedule 11.02 to the Credit Agreement, if to any Agent or any Lender, at its address specified on Schedule 11.02 to the Credit Agreement, if to any Hedge Bank, at its address specified in the Secured Hedge Agreement to which it is a party, or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. All such notices and other communications shall, when mailed or faxed, be effective when deposited in the mails, transmitted by facsimile, respectively. Delivery by facsimile or by electronic transmission of a .pdf copy of an executed counterpart of a signature page to any amendment or waiver of any provision of this Guaranty or of any Guaranty Supplement to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof.

Section 10.No Waiver; Remedies. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11.Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request specified by Section 9.02 of the Credit Agreement

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to authorize the Administrative Agent to declare the Loans and Notes due and payable pursuant to the provisions of said Section 9.02, each Agent and each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of any Guarantor against any and all of the Obligations of such Guarantor now or hereafter existing under the Loan Documents, irrespective of whether such Agent or such Lender shall have made any demand under this Guaranty or any other Loan Document and although such Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify such Guarantor after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and their respective Affiliates may have.

Section 12.Indemnification. (a) Without limitation on any other Obligations of any Guarantor or remedies of the Secured Parties under this Guaranty and without limiting Section 11.05 of the Credit Agreement, each Guarantor shall, to the fullest extent permitted by law, indemnify and hold harmless each Agent-Related Person, each Secured Party and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, taxes, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including (a) prior to the occurrence and continuance of an Event of Default, one counsel to the Lenders (collectively) and one counsel to the Administrative Agent and the other Agents (collectively) (and one local counsel to the Lenders (collectively) and one local counsel to the Administrative Agent and the other Agents (collectively) in each applicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel to each of the affected parties) and (b) after an Event of Default has occurred and is continuing, all Attorney Costs of counsel to the Agents and the Lenders) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with or resulting from this Guaranty (including, without limitation, enforcement of this Guaranty), except to the extent such liability, obligation, loss, damage, penalty, claim, demand, action, judgment, suit, cost, expense or disbursement is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct.

(b)Each Guarantor hereby also agrees that none of the Indemnitees shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any of the Guarantors or any of their respective Affiliates or any of their respective officers, directors, employees, agents and advisors, and each Guarantor hereby agrees not to assert any claim against any Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the DIP Facility, the actual or proposed use of the proceeds of the Loans, the Loan Documents or any of the transactions contemplated by the Loan Documents.

(c)Without prejudice to the survival of any of the other agreements of any Guarantor under this Guaranty or any of the other Loan Documents, the agreements and obligations of each Guarantor contained in Section 1(a) (with respect to enforcement expenses), the last sentence of Section 2, Section 5 and this Section 12 shall survive the payment in full of the Guaranteed Obligations and all of the other amounts payable under this Guaranty.

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Section 13.Subordination. Each Guarantor hereby subordinates any and all debts, liabilities and other Obligations owed to such Guarantor by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 13:

(a)Prohibited Changes. No Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

(b)Prior Payment of Guaranteed Obligations. Each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations before such Guarantor receives payment of any Subordinated Obligations.

(c)Turn-Over. After the occurrence and during the continuance of any Default, each Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Secured Parties and deliver such payments to the Administrative Agent on account of the Guaranteed Obligations (including all post-Petition Date interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Guaranty.

(d)Administrative Agent Authorization. After the occurrence and during the continuance of any Default, the Administrative Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of each Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including any and all post-Petition Date interest), and (ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Administrative Agent for application to the Guaranteed Obligations (including any and all post-Petition Date interest).

Section 14.Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than (A) obligations under Secured Hedge Agreements and Cash Management Obligations not yet due and payable, in each case which have been cash collateralized or backstopped by letters of credit, as the case may be, in a manner satisfactory to the applicable Secured Parties and (B) contingent indemnification obligations not yet accrued and payable), (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 11.07 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

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Section 15.Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes (subject to Section 1(b) hereof) to provide such funds or other support as may be needed from time to time by each other Guarantor (a “Benefitting Guarantor”) to enable such Benefitting Guarantor fully to guarantee and grant security interests securing all Swap Obligations (or Guarantees thereof) that (without giving effect to Section 1(c) hereof) would constitute “Guaranteed Obligations”. The obligations of each Qualified ECP Guarantor under this Section 15 shall remain in full force and effect until the termination of this Guaranty with respect to such Qualified ECP Guarantor in accordance with its terms. Each Qualified ECP Guarantor intends that this Section 15 constitute, and this Section 15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Qualified ECP Guarantor” means, with respect to any Benefitting Guarantor, in respect of any Swap Obligations, each Guarantor that, at the time the Guarantee by such Benefitting Guarantor of, or the grant of security interest by such Benefitting Guarantor securing, such Swap Obligation is entered into or otherwise becomes effective with respect to, or at any other time such Benefitting Guarantor is by virtue of such Guarantee or grant of security interest otherwise deemed to enter into, such Swap Obligation, constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause such Benefitting Guarantor to qualify as an “eligible contract participant” by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 16.Execution in Counterparts. This Guaranty and each amendment, waiver and consent with respect hereto may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile or an electronic transmission of a .pdf copy thereof shall be effective as delivery of an original executed counterpart of this Guaranty.

Section 17.Governing Law; Jurisdiction; Instrument for Money Payment; Waiver of Jury Trial, Etc. (a) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCEPT TO THE EXTENT NEW YORK LAW IS SUPERSEDED BY THE BANKRUPTCY CODE).

(b)PRIOR TO THE CLOSING OR DISMISSAL OF THE CASES, THE LOAN PARTIES SHALL SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE BANKRUPTCY COURT OVER ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY. FOLLOWING THE CLOSING OR DISMISSAL OF A CASE OF ANY LOAN PARTY, ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS GUARANTY OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE GUARANTORS, THE SECURED PARTIES, THE AGENTS OR ANY OF THEM WITH RESPECT TO THIS GUARANTY WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH

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GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING 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 ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

(c)EACH GUARANTOR HEREBY ACKNOWLEDGES THAT THIS GUARANTY CONSTITUTES AN INSTRUMENT FOR THE PAYMENT OF MONEY, AND CONSENTS AND AGREES THAT ANY SECURED PARTY, AT ITS SOLE OPTION, IN THE EVENT OF A DISPUTE BY SUCH GUARANTOR IN THE PAYMENT OF ANY MONEYS DUE HEREUNDER, SHALL HAVE THE RIGHT TO BRING A MOTION-ACTION UNDER NEW YORK CPLR SECTION 3213 TO THE EXTENT PERMITTED THEREUNDER.

(d) EACH GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE GUARANTORS, THE SECURED PARTIES, THE AGENTS OR ANY OF THEM WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH GUARANTOR AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY OF THE GUARANTORS, THE SECURED PARTIES OR THE AGENTS MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 17(D) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 18.ORDERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS GUARANTY, THIS GUARANTY, AND THE RIGHTS, DUTIES, PRIVILEGES AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE SUBJECT TO THE TERMS AND PROVISIONS OF THE ORDERS.

[Signature Page Follows]

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IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

GEOKINETICS INC.

By: ____________________________________

Name:    

Title:    

ADVANCED SEISMIC TECHNOLOGY, INC.

By: ____________________________________

Name:    

Title:    

GEOKINETICS ACQUISITION COMPANY

By: ____________________________________

Name:    

Title:    

GEOKINETICS MANAGEMENT, INC.

By: ____________________________________

Name:    

Title:    

GEOKINETICS PROCESSING, INC.

By: ____________________________________

Name:    

Title:    

[Signature Page to Guaranty]

GEOKINETICS SERVICES CORP.

By: ____________________________________

Name:    

Title:    

GEOKINETICS USA, INC.

By: ____________________________________

Name:    

Title:    

GEOKINETICS INTERNATIONAL HOLDINGS, INC.

By: ____________________________________

Name:    

Title:    

GEOKINETICS INTERNATIONAL, INC.

By: ____________________________________

Name:    

Title:    

[Signature Page to Guaranty]

COLLATERAL AGENT:

CANTOR FITZGERALD SECURITIES,

as Collateral Agent

By: ____________________________________

Name:    

Title:    

[Signature Page to Guaranty]

FORM OF GUARANTY SUPPLEMENT

Cantor Fitzgerald Securities,
as Administrative Agent under the Credit Agreement
referred to below

900 West Trade Street, Suite 725

Charlotte, North Carolina 28202

Attention:    Bobbie Young

Facsimile:    (646) 390-1764

Ladies and Gentlemen:

Reference is made to (i) the Senior Secured Debtor-in-Possession Credit Agreement dated as of March [__], 2013 (as amended, amended and restated, supplemented, replaced and/or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, Geokinetics Inc. (the “Parent”), the other Guarantors party thereto, Cantor Fitzgerald Securities, as Administrative Agent and Collateral Agent for the Lenders, and each Lender from time to time party thereto and (ii) the Guaranty dated as of March [__], 2013 by the Parent and each of the other Guarantors referred to therein (such Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Guaranty Supplement, being the “Guaranty”). The capitalized terms defined in the Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Section 1. Guaranty; Limitation of Liability. (a) The undersigned hereby absolutely, unconditionally and irrevocably guarantees to the Administrative Agent, for the benefit of the Secured Parties, as primary obligor and not merely as surety, the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, reasonable fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any, subject to the Credit Agreement, and all expenses (including, without limitation, except as limited by Section 12(a) in the Guaranty, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document.

(b)    The undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty Supplement, the Guaranty or any other guaranty, the undersigned will immediately contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Section 2. Obligations Under the Guaranty. The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Guaranty to an “Additional Guarantor” or a “Guarantor” shall also mean

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and be a reference to the undersigned, and each reference in any other Loan Document to a “Guarantor” or a “Loan Party” shall also mean and be a reference to the undersigned.

Section 3. Representations and Warranties. The undersigned hereby makes each representation and warranty set forth in Section 6 of the Guaranty to the same extent as each other Guarantor.

Section 4. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) THIS GUARANTY SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCEPT TO THE EXTENT NEW YORK LAW IS SUPERSEDED BY THE BANKRUPTCY CODE).

(b)PRIOR TO THE CLOSING OR DISMISSAL OF THE CASES, THE LOAN PARTIES SHALL SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE BANKRUPTCY COURT OVER ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY SUPPLEMENT. FOLLOWING THE CLOSING OR DISMISSAL OF A CASE OF ANY LOAN PARTY, ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS GUARANTY SUPPLEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE UNDERSIGNED, THE SECURED PARTIES OR THE AGENTS WITH RESPECT TO THIS GUARANTY SUPPLEMENT OR ANY OTHER LOAN DOCUMENT WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE UNDERSIGNED HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE UNDERSIGNED IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING 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 ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

(c)WAIVER OF RIGHT TO TRIAL BY JURY. THE UNDERSIGNED HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE UNDERSIGNED, THE SECURED PARTIES, THE AGENTS OR ANY OF THEM WITH RESPECT TO THIS GUARANTY SUPPLEMENT OR ANY OTHER LOAN DOCUMENT WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND THE UNDERSIGNED HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY OF THE UNDERSIGNED, THE SECURED PARTIES OR THE AGENTS MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4(C) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE UNDERSIGNED TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Very truly yours,

[NAME OF ADDITIONAL GUARANTOR]

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By 

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EX-10.8

EXHIBIT G-1

FORM OF PLEDGE AND SECURITY AGREEMENT

SENIOR SECURED DEBTOR-IN-POSSESSION PLEDGE AND SECURITY AGREEMENT

BETWEEN

GEOKINETICS HOLDINGS USA, INC., as Company and as a Grantor

GEOKINETICS INC., as Parent and as a Grantor,

THE OTHER GRANTORS PARTY HERETO

AND

CANTOR FITZGERALD SECURITIES, as Collateral Agent

Dated as of March [__], 2013

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TABLE OF CONTENTS
		Page
ARTICLE I DEFINITIONS AND INTERPRETATION		1
1.1	Terms Defined in Credit Agreement	1
1.2	Terms Defined in UCC	1
1.3	Definitions of Certain Terms Used Herein	1
1.4	Interpretation	8
1.5	Resolution of Drafting Ambiguities	9
1.6	ORDERS	9
ARTICLE II GRANT OF SECURITY INTEREST		9
ARTICLE III REPRESENTATIONS AND WARRANTIES		11
3.1	Title, Perfection and Priority	11
3.2	Type and Jurisdiction of Organization, Organizational and Identification Numbers	11
3.3	Principal Location	11
3.4	Collateral Locations	11
3.5	Deposit Accounts and Securities Accounts	11
3.6	Exact Names	11
3.7	Letter-of-Credit Rights and Chattel Paper	12
3.8	Accounts and Chattel Paper	12
3.9	Inventory and Equipment	12
3.10	Intellectual Property	13
3.11	Collateral Information	14
3.12	Commercial Tort Claims	14
3.13	No Financing Statements, Security Agreements	14
3.14	Pledged Collateral	14
3.15	Perfection Certificates	15
3.16	Payment of Taxes	15
3.17	Encumbered Property	15
ARTICLE IV COVENANTS		17
4.1	General	17
4.2	Receivables	18
4.3	Equipment	19
4.4	Encumbered Property	19
4.5	Intentionally Omitted	19
4.6	Pledged Collateral	19
4.7	Intellectual Property	21
4.8	Commercial Tort Claims	22
4.9	Letter-of-Credit Rights	22

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4.10	Federal, State or Municipal Claims	22
4.11	Intentionally Omitted	22
4.12	Insurance	22
4.13	Intentionally Omitted	22
4.14	Intentionally Omitted	22
4.15	Change of Name or Location; Change of Fiscal Year	22
4.16	Assigned Contracts	23
ARTICLE V REMEDIES		23
5.1	Remedies	23
5.2	Grantor's Obligations Upon an Event of Default	25
5.3	Grant of Intellectual Property License	26
5.4	Waiver of Notice and Claims	26
5.5	Certain Sales of Collateral	26
5.6	No Waiver; Cumulative Remedies	27
ARTICLE VI ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY		27
6.1	Account Verification	27
6.2	Authorization for Secured Party to Take Certain Action	27
6.3	Proxy	28
6.4	Nature of Appointment; Limitation of Duty	28
ARTICLE VII APPLICATION OF PROCEEDS		29
ARTICLE VIII GENERAL PROVISIONS		29
8.1	Waivers	29
8.2	Limitation on Collateral Agent's and Secured Parties' Duty with Respect to the Collateral	303
8.3	Compromises and Collection of Collateral	30
8.4	Secured Party Performance of Debtor Obligations	31
8.5	Specific Performance of Certain Covenants	31
8.6	Dispositions Not Authorized	31
8.7	No Waiver; Amendments; Cumulative Remedies	31
8.8	Limitation by Law; Severability of Provisions	31
8.9	Indemnification; Expenses	31
8.10	Reinstatement	32
8.11	Benefit of Agreement	32
8.12	Survival of Representations	32
8.13	Taxes and Grantor Expenses	32
8.14	Headings	33
8.15	Termination; Release	33
8.16	Continuing Security Interest Assignment	33
8.17	Entire Agreement	33

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8.18	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	33
8.19	No Credit for Payment of Taxes or Imposition	33
8.20	No Release	33
8.21	Obligations Absolute	34
8.22	Counterparts	34
ARTICLE IX NOTICES		34

SCHEDULES
	Schedule A	Exact Names, Jurisdictions, Locations, Etc.
	Schedule B	Deposit Accounts
	Schedule C	Letter of Credit Rights and Chattel Paper
	Schedule D	Intellectual Property
	Schedule E	Property
	Schedule F	Location of Fixtures
	Schedule G	Pledged Collateral
	Schedule H	Commercial Tort Claims
	Schedule I	Options, Warrants, Calls or Commitments on Pledged Collateral
	Schedule J	Contracts
	Schedule K	Permitted Encumbrances
	Schedule L	Leases

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SENIOR SECURED DEBTOR-IN-POSSESSION

PLEDGE AND SECURITY AGREEMENT

THIS SENIOR SECURED DEBTOR-IN-POSSESSION PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, modified and/or replaced from time to time, the “Security Agreement”) is entered into as of March [__], 2013 by and among Geokinetics Holdings USA, Inc., a Delaware corporation (the “Company” or “Borrower”), Geokinetics Inc., a Delaware corporation (“Parent”), the other Guarantors listed on the signature pages hereof (collectively with the Company and Parent, the “Grantors” and each individually, a “Grantor”), and Cantor Fitzgerald Securities, in its capacity as collateral agent (together with any successor collateral agent, the “Collateral Agent”) on behalf of the Secured Parties (as defined in the Credit Agreement as hereinafter defined).

PRELIMINARY STATEMENT

A.    The Borrower has requested that the Lenders provide it with a senior secured debtor in possession term loan facility (the “DIP Facility”) and the Lenders are willing to provide such DIP Facility to the Borrower on the terms and subject to the conditions set forth in that certain Senior Secured Debtor-In-Possession Credit Agreement, dated as of even date hereof by and between the Administrative Agent, Collateral Agent, the Borrower, the Parent and each Lender from time to time party thereto (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”).

B.    As a condition to the Lenders providing such DIP Facility, the Lenders required (x) each Grantor (other than the Borrower) to unconditionally guarantee all of the Obligations (as hereinafter defined) pursuant to a guarantee, dated the date hereof from the Grantors to the Collateral Agent (such guarantee, the “Guarantee” and such guaranteed obligations, the "Guaranteed Obligations") and (y) each of the Grantors to execute and deliver this Security Agreement to secure the Obligations and Guaranteed Obligations.

C.    It is a condition precedent to the making of Loans under the Credit Agreement that the Grantors shall have executed and delivered this Security Agreement to secure the Obligations.

ACCORDINGLY, in consideration of the foregoing premises and to induce the Lenders to enter into the Credit Agreement and to make extensions of credit to the Borrower thereunder, each Grantor and the Collateral Agent, on behalf of the Secured Parties, hereby agree as follows:

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ARCTICLE I

DEFINITIONS AND INTERPRETATION

1.1Terms Defined in Credit Agreement. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

1.2Terms Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Security Agreement or the Credit Agreement are used herein as defined in the UCC.

1.3Definitions of Certain Terms Used Herein. As used in this Security Agreement, in addition to the terms defined in the Preliminary Statement, the following terms shall have the following meanings:

“Accounts” shall have the meaning set forth in Article 9 of the UCC.

“Article” means a numbered article of this Security Agreement, unless another document is specifically referenced.

“Assigned Contracts” means, collectively, all of the Grantors' rights and remedies under, and all moneys and claims for money due or to become due to any Grantor under those contracts set forth on Schedule J hereto and any other material contracts, and any and all amendments, supplements, extensions, and renewals thereof including all rights and claims of the Grantors now or hereafter existing: (a) under any insurance, indemnities, warranties, and guarantees provided for or arising out of or in connection with any of the foregoing agreements; (b) for any damages arising out of or for breach or default under or in connection with any of the foregoing contracts; (c) to all other amounts from time to time paid or payable under or in connection with any of the foregoing agreements; or (d) to exercise or enforce any and all covenants, remedies, powers and privileges thereunder.

“Chattel Paper” shall have the meaning set forth in Article 9 of the UCC.

“Claims” shall mean any and all property and other taxes, assessments and special assessments, levies, fees and all governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Collateral.

“Collateral” shall have the meaning set forth in Article II.

“Commercial Tort Claims” means “commercial tort claims” as set forth in Article 9 of the UCC and shall include, without limitation, the existing commercial tort claims of each Grantor set forth in Schedule H attached hereto.

“Control” shall have the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.

“Copyrights” means, with respect to any Person, all of such Person's right, title, and interest in and to the following: (a) all copyrights (whether statutory or common law, whether established or registered in the United States or any other country or any political subdivision thereof; whether registered or unregistered and whether published or unpublished), rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications, including those listed on Schedule D, in each case, whether now owned or hereafter created or acquired by or assigned to such Person; (b) all renewals. reissues, continuations and extensions of any of the foregoing; (c) rights and privileges arising under applicable law

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with respect to such Person’s use of such copyrights; (d) all income, royalties, fees, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (e) the right to sue for past, present, and future infringements of any of the foregoing; and (f) all rights corresponding to any of the foregoing throughout the world.

“Default” means any event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Deposit Accounts” shall have the meaning set forth in Article 9 of the UCC.

“Documents” shall have the meaning set forth in Article 9 of the UCC.

“Encumbered Property” means, collectively:

(a)all of the Grantors’ right, title and interest in and to the parcels of land owned by such Grantors (collectively, the “Land”), together with any after-acquired estate of the Grantors in the Land, and together with all rights appurtenant thereto, including without limitation, all strips and gores within or adjoining the Land, all estate, right, title, interest, claim or demand of the Grantors in the streets, roads, sidewalks, alleys and ways adjacent thereto (whether or not vacated and whether public or private and whether open or proposed), all easements over adjoining land granted by any easement agreements, covenants or restrictive agreements, all of the tenements, hereditaments, easements, reciprocal easement agreements, rights pursuant to any trackage agreement, rights to the use of common drive entries, rights-of-way and other rights, privileges and appurtenances thereunto belonging or in any way pertaining thereto, all reversions, remainders, dower and right of dower, curtesy and right of curtesy, all of the air space and right to use air space above such property, all transferable development rights arising therefrom or transferred thereto, all water and water rights and water rights applications (whether riparian, littoral, appropriative or otherwise, and whether or not appurtenant), all pumps, pumping plants, pipes, flumes and ditches thereunto appertaining, all rights and ditches for irrigation, all utility rights, sewer rights, and shares of stock evidencing the same, all oil, gas and other minerals and mineral substances (which term shall include all gypsum, anhydrite, coal, lignite, hydrocarbon or other fossil materials or substances, fissionable materials or substances and all other minerals of any kind or character, whether gaseous, liquid or hard minerals, whether similar or dissimilar to those named, whether now or hereafter found to exist and whether associated with the surface or mineral estate) in, on or under the Land or produced, saved or severed from the Land, all mineral, mining, gravel, oil, gas, hydrocarbon rights and other rights to produce or share in the production of anything related to such property, all drainage, crop, timber, agricultural, and horticultural rights with respect to such property, and all other appurtenances appurtenant to such property, including without limitation, any now or hereafter belonging or in any way appertaining thereto, and all claims or demands of the Grantors, either at law or in equity, in possession or expectancy, now or hereafter acquired, of, in or to the same (the Land and all of the foregoing being sometimes referred to herein collectively as the “Real Estate”);

(b)all of the Grantors’ right, title and interest in and to all buildings, improvements, fixtures and other structures or improvements of any kind now or hereafter erected or located upon the Land, including, but not limited to, all building materials, water, sanitary and storm sewers, drainage, electricity, steam, gas, telephone and other utility facilities, parking areas, roads, driveways, walks and other site improvements, together in each case with and all additions and betterments thereto and all renewals, substitutions and replacements thereof, owned or to be owned by the Grantors or in which the Grantors have or shall acquire an interest, to the extent of the Grantors’ interest therein, now or hereafter erected or located upon the Land (collectively, the “Improvements” and, together with the Real Estate the “Premises”);

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(c)all of the Grantors’ right, title and interest in and to the following (collectively, the “Personal Property”):

(i)all personal property and fixtures of every kind and nature whatsoever which are now or hereafter located on, attached to, incorporated in (regardless of where located) or affixed to the Premises or the Improvements or used or useful in connection with the ownership, construction, maintenance, repair, reconstruction, alteration, addition, improvement, operation, mining, use or occupancy of the Premises or the Improvements, including, without limitation, all goods, inventory, construction materials, equipment, mining equipment, tools, tooling, furniture, furnishings, fittings, fixtures, supplies, computers and computer programs, carpeting, draperies, blinds, window treatments, racking and shelving systems, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and/or compacting plants, systems and equipment, elevators, escalators, appliances, stoves, ranges, refrigerators, vacuum, window washing and other cleaning and building service systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, cables, antennae, pipes, ducts, conduits, machinery, apparatus, motors, dynamos, engines, compressors, generators, boilers, stokers, furnaces, pumps, tanks, appliances, garbage systems and pest control systems and all of Grantors’ present and future “goods”, “equipment” and “fixtures” (as such terms are defined in the UCC) and other personal property, including without limitation any such personal property and fixtures which are leased, but expressly excluding any such leased personal property and fixtures whose further encumbrance is prohibited under the terms of its underlying lease, and all repairs, attachments, betterments, renewals, replacements, substitutions and accessions thereof and thereto; and

(ii)all general intangibles now owned or hereafter acquired by the Grantors and relating to the design, development, operation, management and use of the Premises or the Improvements, including, but not limited to, all contract rights, trademarks, trade names, logos, symbols, books, records, chattel paper, claims, deposits, accounts, escrows and other rights relating to the name and style under which the Premises and the Improvements are operated;

(d)all approvals, authorizations, building permits, certificates of occupancy, zoning variances, use permits, certifications, entitlements, exemptions, franchises, licenses, orders, variances, plat plan approvals, environmental approvals, air pollution permits and other authorizations to construct and to operate, sewer and waste discharge permits, national pollutant discharge elimination system permits, water permits, zoning and land use entitlements and all other permits, whether now existing or hereafter issued to or obtained by or on behalf of the Grantors, that relate to or concern in any way the Premises or the Improvements and are given or issued by any governmental or quasi-governmental authority, whether now existing or hereafter created (as the same may be amended, modified, renewed or extended from time to time, and including all substitutions and replacements therefor), all rights under and pursuant to all construction, service, engineering, consulting, management, access, supply, leasing, architectural and other similar contracts relating in any way to the design, construction, management, operation, occupancy and/or use of the Premises and Improvements, all rights under all purchase agreements, sales agreements, option contracts, land contracts and contracts for the sale of oil, gas and other minerals or any of them, that relate to or concern in any way the Premises or the Improvements, all abstracts of title, architectural, engineering or construction drawings, plans, specifications, operating manuals, computer programs, computer data, maps, surveys, soil tests, feasibility studies, appraisals, environmental studies, engineering reports and similar materials relating to any portion of or all of the Premises and Improvements, and all payment and performance bonds or warranties or guarantees relating to the Premises or the Improvements, all to the extent assignable (collectively, the “Permits, Plans and Contracts”);

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(e)the Grantors’ interest in and rights under all leases, occupancy agreements or licenses (under which the Grantors are landlord or licensor) and subleases (under which the Grantors are sublandlord), concession, franchise, management, mineral or other agreements relating to the use or occupancy of the Premises or the Improvements or any part thereof for any purpose, or the extraction or taking of any gas, oil, water or other minerals from the Premises, whether now or hereafter existing or entered into (including any use or occupancy arrangements created pursuant to Section 365(d) of the Bankruptcy Code or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or occupant of any portion of the Premises or the Improvements), and all guaranties thereof and all amendments, modifications, supplements, extensions or renewals thereof (collectively, the “Leases”), and all rents, issues, profits, revenues, charges, fees, receipts, royalties, proceeds from the sale of oil, gas and/or other minerals (whether gaseous, liquid or hard minerals, whether similar or dissimilar to those named and whether associated with the surface or mineral estate), accounts receivable, cash or security deposits and other deposits (subject to the prior right of the tenants making such deposits) and income, and other benefits now or hereafter derived from any portion of the Premises or the Improvements or the use or occupancy thereof (including any payments received pursuant to Section 502(b) of the Bankruptcy Code or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or other occupants of any portion of the Premises or the Improvements and all claims as a creditor in connection with any of the foregoing) and all payments of a similar nature, now or hereafter, including during any period of redemption, derived from the Premises or the Improvements or any other portion of the Encumbered Property and all proceeds from the cancellation, surrender, sale or other disposition of the Leases (collectively, the “Rents”);

(f)all of the Grantors’ right, title and interest in and to all refunds or rebates of real and personal property taxes or charges in lieu of taxes, heretofore or now or hereafter assessed or levied against all or any of the Premises, the Improvements, the Personal Property, the Leases, the Rents and the Permits, Plans and Contracts, including interest thereon, and the right to receive the same, whether such refunds or rebates relate to fiscal periods before or during the term of this Security Agreement;

(g)all of the Grantors’ right, title and interest in and to all insurance policies and the proceeds thereof, now or hereafter in effect with respect to all or any of the Premises, the Improvements, the Personal Property, the Leases, the Rents and the Permits, Plans and Contracts, including, without limitation, any and all title insurance proceeds, and all unearned premiums and premium refunds, accrued, accruing or to accrue under such insurance policies, and all awards made for any taking of or damage to all or any of the Premises, the Improvements, the Personal Property, the Leases, the Rents and the Permits, Plans and Contracts by eminent domain, or by any purchase in lieu thereof, and all awards resulting from a change of grade of streets or for severance damages, and all other proceeds of the conversion, voluntary or involuntary, of all or any of the Premises, Improvements, the Personal Property, the Leases, the Rents and the Permits, Plans and Contracts, into cash or other liquidated claims, and all judgments, damages, awards, settlements and compensation (including interest thereon) heretofore or hereafter made to the present and all subsequent owners of the Premises, Improvements, the Personal Property, the Leases, the Rents and the Permits, Plans and Contracts, or any part thereof for any injury to or decrease in the value thereof for any reason;

(h)all of the Grantors’ right, title and interest in and to the following to the extent contemplated by the Credit Agreement and subject to any conditions set forth therein:

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(i)all right, in the name and on behalf of the Grantors, to appear in and defend any action or proceeding brought with respect to all or any of the Premises, Improvements, the Personal Property, the Leases, the Rents and the Permits, Plans and Contracts, and to commence any action or proceeding to protect the interest of the Grantors in all or any of the Premises, Improvements, the Personal Property, the Leases, the Rents and the Permits, Plans and Contracts;

(ii)all right and power to encumber further all or any of the Premises, Improvements, the Personal Property, the Leases, the Rents and the Permits, Plans and Contracts, or any part thereof;

(iii)all rights, titles, interests, estates or other claims, both in law and in equity, which the Grantors now have or may hereafter acquire in any of the Premises, the Improvements, the Personal Property, the Leases, the Rents or the Permits, Plans and Contracts, or in and to any greater estate in all or any of the Premises, the Improvements, the Personal Property, the Leases, the Rents and the Permits, Plans and Contracts; and

(iv)all property hereafter acquired or constructed by the Grantors of the type described above, in each case, if and to the extent the same is located on, used in connection with or otherwise directly relates to the Premises, which shall forthwith, upon acquisition or construction thereof by the Grantors and without any act or deed by any party, become subject to the lien and security interest of this Security Agreement as if such property were now owned by the Grantors and were specifically described in this Security Agreement and were specifically conveyed or encumbered hereby; and

(i)all accessions, additions or attachments to, and proceeds or products of, any of the foregoing.

“Equipment” shall have the meaning set forth in Article 9 of the UCC.

“Event of Default” shall have the meaning set forth in the Credit Agreement.

“Excluded Property” shall have the meaning set forth in Article II.

“Fixtures” shall have the meaning set forth in Article 9 of the UCC.

“General Intangibles” shall mean, collectively, with respect to each Grantor, all “general intangibles,” as such term is defined in Article 9 of the UCC, of such Grantor and, in any event, shall include (i) all of such Grantor’s rights, title and interest in, to and under all insurance policies and Contracts, (ii) all know-how and warranties relating to any of the Collateral, (iii) any and all other rights, claims, choses-in-action and causes of action of such Grantor against any other person and the benefits of any and all collateral or other security given by any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Collateral, (v) all lists, books, records, correspondence, ledgers, printouts, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Collateral, including all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Grantor’s operations or any of the Collateral and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge,

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records or data, (vi) all licenses, consents, permits, variances, certifications, authorizations and approvals, however characterized, of any Governmental Authority (or any person acting on behalf of a Governmental Authority) now or hereafter acquired or held by such Grantor pertaining to operations now or hereafter conducted by such Grantor or any of the Collateral and (vii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims to the extent the foregoing relate to any Collateral and claims for tax or other refunds against any Governmental Authority relating to any Collateral.

“Goods” shall have the meaning set forth in Article 9 of the UCC.

“Improvements” shall have the meaning set forth in definition of Encumbered Property.

“Instruments” shall have the meaning set forth in Article 9 of the UCC.

“Intellectual Property” means any and all Patents, Copyrights, Trademarks (including the goodwill associated with such Trademarks), trade secrets, know-how, inventions (whether or not patentable), algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints, drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, and any other forms of technology or proprietary information of any kind, including all rights therein and all applications for registration or registrations thereof.

“Intellectual Property Licenses” means (i) any licenses in Intellectual Property owned or controlled by any Grantor provided to any third party, including the license agreements listed on Schedule D, and (ii) any licenses in Intellectual Property owned by any third party provided to any Grantor, including the license agreements listed on Schedule D, in each case, together with any and all (A) renewals, extensions, supplements and continuations thereof, (B) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (C) rights to sue for past, present and future infringements or violations thereof and (D) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights.

“Inventory” shall have the meaning set forth in Article 9 of the UCC.

“Investment Property” shall have the meaning set forth in Article 9 of the UCC.

“Land” shall have the meaning set forth in definition of Encumbered Property.

“Leases” shall have the meaning set forth in definition of Encumbered Property.

“Letter-of-Credit Rights” shall have the meaning set forth in Article 9 of the UCC.

“Obligations” shall have the meaning set forth in the Credit Agreement and, for the avoidance of doubt, shall include, without limitation, the Guaranteed Obligations.

“Patents” means, with respect to any Person, all of such Person's right, title, and interest in and to: (a) any and all patents issued, owned, acquired, pending or assigned to and all patent applications and registrations made by such Person (whether established or registered or recorded in the United States, any state of the United States or any other country), including those listed on Schedule D; (b) all inventions and improvements described and claimed therein; (c) rights and privileges arising under applicable law with respect to such Person’s use of any patents; (d) all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; (e) all income, fees, royalties, damages, claims, and payments now or

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hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (f) all rights to sue for past, present, and future infringements thereof; and (g) all rights corresponding to any of the foregoing throughout the world.

“Pledged Collateral” means all Instruments, Securities and other Investment Property of the Grantors, whether or not physically delivered to the Collateral Agent pursuant to this Security Agreement.

“Permitted Encumbrances” shall have the meaning set forth in Section 3.1.

“Personal Property” shall have the meaning set forth in definition of Encumbered Property.

“Premises” shall have the meaning set forth in definition of Encumbered Property.

“Real Estate” shall have the meaning set forth in definition of Encumbered Property.

“Receivables” means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.

“Schedule” refers to a specific schedule to this Security Agreement, unless another document is specifically referenced.

“Section” means a numbered section of this Security Agreement, unless another document is specifically referenced.

“Securities Account” has the meaning set forth in Article 8 of the UCC.

“Security” has the meaning set forth in Article 8 of the UCC.

“Stock Rights” means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest constituting Collateral, any right to receive an Equity Interest and any right to receive earnings, in which the Grantors now have or hereafter acquire any right, issued by an issuer of such Equity Interest.

“Supporting Obligations” shall have the meaning set forth in Article 9 of the UCC.

“Trademarks” means, with respect to any Person, all of such Person's right, title, and interest in and to the following: (a) all trademarks (including service marks), trade names, trade dress, and trade styles, slogans, logos, certification marks, uniform resource locations (URL’s), domain names, corporate names, whether registered or unregistered, owned by or assigned to such Grantor and all registrations and applications for the foregoing (whether statutory or common law and whether established or registered in the United States, any state of the United States or any other country), including those listed on Schedule D, and the goodwill of the business symbolized by the foregoing; (b) all licenses of the foregoing, whether as licensee or licensor; (c) rights and privileges arising under applicable law with respect to such Person’s use of any trademarks; (d) all renewals, reissues, continuations and extensions of the foregoing; (e) all income, fees, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (f) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims

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and demands for royalties owing; and (g) all rights corresponding to any of the foregoing throughout the world.

“UCC” means the Uniform Commercial Code of the State of New York as in effect from time to time; provided, however, that if by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect on the date hereof in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions relating to such provisions.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

1.4Interpretation. The rules of interpretation specified in the Credit Agreement shall be applicable to this Security Agreement.

1.5Resolution of Drafting Ambiguities. Each Grantor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e., the Collateral Agent) shall not be employed in the interpretation hereof.

1.6ORDERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECURITY AGREEMENT, THIS SECURITY AGREEMENT, AND THE RIGHTS, DUTIES, PRIVILEGES AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THE PERFECTION AND PRIORITY OF THE COLLATERAL, SHALL BE SUBJECT TO THE TERMS AND PROVISIONS OF THE ORDERS (AS DEFINED IN THE CREDIT AGREEMENT), INCLUDING, WITHOUT LIMITATION, THE PRIORITY OF THE LIENS ON THE COLLATERAL SECURING THE OBLIGATIONS UNDER THE EXISTING CREDIT DOCUMENTS AND THE LIENS ON THE COLLATERAL SECURING OBLIGATIONS (AS DEFINED IN THE CREDIT AGREEMENT), AND THE RIGHTS OF THE RELEVANT PARTIES WITH RESPECT THERETO.

ARTICLE II

GRANT OF SECURITY INTEREST

To secure the prompt and complete payment and performance of the Obligations, each Grantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in, to and under all real and personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the “Collateral”), including, without limitation:

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Copyrights, Patents and Trademarks;

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(iv) all Documents;

(v) all Equipment;

(vi) all Fixtures;

(vii) all General Intangibles;

(viii) all Goods;

(ix) all Instruments;

(x) all Inventory;

(xi) all Investment Property;

(xii) all cash or cash equivalents;

(xiii) all letters of credit, Letter-of-Credit Rights and Supporting Obligations;

(xiv) all Deposit Accounts and all Securities Accounts;

(xv) all Commercial Tort Claims described on Schedule H hereto or notice of which is given pursuant to Section 4.8;

(xvi) all Assigned Contracts;

(xvii) after the entry of the Final Order and solely to the extent provided therein, all Avoidance Actions;

(xviii) the Encumbered Property; and

(xix) to the extent not covered by clauses (i) through (xviii) above, all other real and personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing assets referenced in clauses (i) through (xviii) and all accessions to, substitutions for and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of Stock Rights, insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to the any of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing.

Notwithstanding the foregoing, and with respect to the grant of security interests and liens hereunder only, the term “Collateral” shall not include, and the Grantors shall not be deemed to have granted a security interest in (collectively, “Excluded Property”) (i) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed) to the extent, but only to the extent, that a grant of a security interest therein constitutes or results in the abandonment, invalidation or

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unenforceability of any right, title or interest of the applicable Grantor in such property and then only to the extent that any law, rule or regulation or contractual provision giving rise to such abandonment, invalidation or unenforceability would not be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law, including without limitation, any bankruptcy or insolvency law, or principles of equity, (ii) any license or permit from any Governmental Authority or any of the Grantors' rights or interests in any contract or agreement to which any such Grantor is a party, in each case, to the extent, but only to the extent, that the terms of any such license, permit, contract or agreement expressly prohibit the granting of a lien or an assignment by such Grantor with respect to such license, permit, contract or agreement and then only to the extent that (A) any necessary consent to such grant or assignment shall have not been obtained and (B) the terms of any such license, permit, contract or agreement are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction, any other applicable law, including without limitation, any bankruptcy or insolvency law, or principles of equity, or by the Orders and (iii) any of its issued and outstanding Equity Interests with respect to any Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of U.S. federal income tax law entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) which are in excess of 66% (or such greater percentage that (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent or (B) could not reasonably be expected to cause any material adverse tax consequences) of the total issued and outstanding Equity Interests of such Foreign Subsidiary entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)); provided, however, that (x) immediately and automatically upon the ineffectiveness, lapse, cessation or termination of any provision of any contract, agreement, indenture, permit, license, any law or any condition or circumstance, the existence of which caused any asset or property to constitute “Excluded Property” hereunder (including, without limitation, as the result of the commencement of the Cases (as defined in the Credit Agreement) or the Orders), such asset or property shall no longer constitute “Excluded Property” hereunder and the Collateral shall include, and the applicable Grantor shall be deemed to have granted a security interest in and lien on, all such Grantor's rights and interests in such asset or property as if such provision, law, condition or circumstance had never been in effect, (y) “Excluded Property” shall in no event include, and the Grantors shall be deemed to have granted to the Collateral Agent a security interest in and lien on, any Account, account receivable, money or other amounts due or to become due to the Grantors under any license, permit, contract or agreement referred to in clause (ii) above and (z) “Excluded Property” shall in no event include, and the Grantors shall be deemed to have granted to the Collateral Agent a security interest in and lien on, any and all Proceeds from the sale or other disposition of Excluded Property.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Grantor represents and warrants to the Secured Parties on the Effective Date and on each Borrowing Date, that the following statements are true and correct in all material respects as of such date other than to the extent such representation or warranty specifically relate to an earlier date (in which case such representation or warranty shall be true and correct in all material respects as of such earlier date):

3.1Title, Perfection and Priority. Such Grantor owns and, as to Collateral acquired by it from time to time after the date hereof, will own the rights in each item of Collateral pledged by it hereunder free and clear of any and all Liens or claims of others other than (x) in the case of the Encumbered Property, the exceptions and encumbrances set forth on Schedule K hereto (the “Permitted Encumbrances”) and (y) in the case of all other Collateral, Liens permitted under Section 7.01 of the Credit Agreement. The security interest

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in the Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitutes a valid, enforceable and perfected security interest having the priority specified in the Orders.

3.2Type and Jurisdiction of Organization, Organizational and Identification Numbers. The type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Schedule A.

3.3Principal Location. As of the Effective Date, such Grantor's mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed in Schedule A; as of the Effective Date, such Grantor has no other places of business except those set forth in Schedule A.

3.4Collateral Locations. All of such Grantor's locations where Collateral is located as of the Effective Date are listed on Schedule A (other than Inventory and Equipment in transit or out for repair). All of said locations are owned by such Grantor except for locations (i) which are leased by the Grantor as lessee and designated in Schedule A and (ii) at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment as designated in Schedule A.

3.5Deposit Accounts and Securities Accounts. All of such Grantor's Deposit Accounts and Securities Accounts are listed on Schedule B.

3.6Exact Names. Such Grantor's name in which it has executed this Security Agreement is the exact name as it appears in such Grantor's organizational documents, as amended and in effect on the date hereof and on each date on which the representations and warranties are remade, as filed with such Grantor's jurisdiction of organization. Except as disclosed in Schedule A, such Grantor has not, during the past five years, been known by or used any other corporate or fictitious name, or been a party to any merger or consolidation, or been a party to any acquisition.

3.7Letter-of-Credit Rights and Chattel Paper. Schedule C lists all Letter-of-Credit Rights of such Grantor having a value in excess of $100,000 as of the Effective Date and all Chattel Paper of such Grantor having a value in excess of $50,000 as of the Effective Date. As of the Effective Date, the aggregate value of all Letter-of-Credit Rights of all Grantors does not exceed $250,000 and the aggregate value of all Chattel Paper of all Grantors does not exceed $250,000.

3.8Accounts and Chattel Paper.

(a)The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of such Grantor relating thereto and in all invoices and reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be.

(b)With respect to its Accounts, (i) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor's business and are not evidenced by a judgment, Instrument or Chattel Paper (other than judgments, Instruments and Chattel Paper which, when added to all judgments, Instruments and Chattel Paper of all other Grantors, do not have an aggregate value for all such judgments, Instruments and Chattel Paper in excess of $250,000); (ii) there are no setoffs, claims or disputes existing or asserted in writing with respect thereto and such Grantor has not

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made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom, except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or other discounts or allowances which, when added to all such discounts and allowances of all other Grantors, do not exceed $250,000 in the aggregate during any twelve consecutive month period; (iii) to such Grantor's Knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor's books and records and any invoices, and statements, except for reductions in an amount, which when added to all such reductions of all other Grantors, do not exceed $250,000 in the aggregate; (iv) such Grantor has not received any notice of proceedings or actions which are threatened in writing or pending against any Person which is the Account Debtor with respect to any material portion of such Grantor's Accounts which might result in any adverse change in such Account Debtor's financial condition; and (v) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due.

(c)In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and to such Grantor's knowledge are not in any way contingent; and (ii) to such Grantor's knowledge, all Account Debtors have the capacity to contract.

3.9Inventory and Equipment. Such Grantor has exclusive possession and control of the Equipment and Inventory other than Equipment and Inventory out for repair, in transit, on consignment or in the possession of lessees in the ordinary course of business, or stored at any leased premises or warehouse or with any bailee. With respect to any of its Inventory, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor's locations set forth on Schedule A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for Liens permitted under 7.01 of the Credit Agreement, (d) such Inventory is of good and merchantable quality, for its intended use, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (g) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent following an Event of Default shall not require the consent of any Person (other than waivers or consents of landlords and bailees to the extent necessary to provide the Collateral Agent with access to the premises where such Inventory is located) and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

3.10Intellectual Property.

(a)As of the Effective Date, Schedule D hereto provides a complete and correct list of all (i) registered Copyrights and applications for registration of Copyrights that are owned by any Grantor in the United States, and to such Grantor's Knowledge, in all other jurisdictions worldwide; (ii) material Intellectual Property Licenses entered into by any Grantor (other than licenses for commercially available off-the-shelf software which have been licensed to a Grantor pursuant to an end-user license) in which (A) any Grantor has provided any license or other rights in Intellectual Property owned or controlled by such Grantor to a third party or (B) any third party has granted to any Grantor any license or other rights in Intellectual Property owned or controlled by the third party that is material to the business of such Grantor;

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(iii) Patents and applications for Patents owned by any Grantor in the United States, and to such Grantor's Knowledge, in all other jurisdictions worldwide; and (iv) registered Trademarks and applications for registration of Trademarks that are owned by any Grantor in the United States, and to the Grantor's Knowledge, in all other jurisdictions worldwide.

(b)As of the Effective Date:

(i)Grantors exclusively own all right, title and interest in and to the Copyrights, Patents, and Trademarks set forth in Schedule D, free and clear of any Liens, other than Liens permitted under Section 7.01 of the Credit Agreement;

(ii)To each Grantor's Knowledge, no third party has infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights owned by such Grantor that is material to the business of such Grantor;

(iii)To each Grantor's Knowledge, no Grantor has infringed or misappropriated within the six (6) year period immediately preceding the date hereof or is currently infringing or misappropriating any Intellectual Property rights of any third party;

(iv)There are no material pending, or written threatened infringement or misappropriation claims or proceedings pending against any Grantor, and to the extent any Grantor received written notice of such claim in the five (5) year period immediately preceding the date hereof, no such notice (or any claim referred to therein) remains unresolved as of the date hereof;

(v)All registered Copyrights, registered Trademarks, and issued Patents set forth in Schedule D are valid, subsisting and enforceable and in compliance with all legal requirements, filings, and payments and other actions that are required to maintain such Intellectual Property in full force and effect;

(vi)Each Grantor has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all material trade secrets owned by such Grantor, and to such Grantor's Knowledge no unauthorized disclosure of such material trade secrets has occurred;

(vii)No Grantor has any ownership interest in any Copyright that is material to the operation of such Grantor's business, except for those Copyrights identified on Schedule D hereto which have been registered with the United States Copyright Office or the applicable Governmental Authority (provided that such disclosure on Schedule D does not reflect a representation by any Grantor that such Copyright is material to the operation of such Grantor's business).

3.11Collateral Information.

(a)The Orders and the Collateral Documents create in favor of the Collateral Agent for the benefit of the Secured Parties with the priority set forth in the Orders a valid, enforceable and perfected security interest in the Collateral, securing the payment of the Obligations.

(b)Subject to the entry by the Bankruptcy Court of the Orders, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (i) the grant by such Grantor of the security interest granted hereunder or for the execution, delivery or performance of this Security Agreement by such Grantor, (ii) the perfection

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or maintenance of the security interest created hereunder, or (iii) subject to the provisions of the Orders, the exercise by the Collateral Agent of its voting or other rights provided for in this Security Agreement or the remedies in respect of the Collateral pursuant to this Security Agreement, except (w) for the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (x) for those approvals, consents, exemptions, authorizations or other actions, notices or filings set forth on Schedule 5.03 to the Credit Agreement, in each case the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect or to the extent that such noncompliance is permitted by final order of the Bankruptcy Court, (y) any approvals, consents, exemptions, authorizations or other actions, notices or filings necessary or required under the Priority Lien Documents, and (z) as may be required in connection with the disposition of any portion of the Pledged Collateral by laws affecting the offering and sale of securities generally.

(c)None of the Collateral owned by it is of a type for which security interests or liens may be perfected by filing under any federal or foreign statute or other law except for (a) the property described in Schedule E and (b) Patents, Trademarks and Copyrights held by such Grantor and described in Schedule D. The street address of each property on which any Fixtures owned by any Grantor are located as of the Effective Date is set forth in Schedule F together with the name and address of the record owner of each such property.

3.12Commercial Tort Claims. Each Grantor hereby represents and warrants that as of the date hereof it holds no Commercial Tort Claims other than those listed in Schedule H annexed hereto.

3.13No Financing Statements, Security Agreements. No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except as permitted by Section 4.1(e).

3.14Pledged Collateral.

(a)Schedule G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Schedule G as being owned by it, free and clear of any Liens, except for Liens permitted by Section 7.01 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, and fully paid and non-assessable and (ii) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

(b)In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) except as set forth on Schedule I hereof, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) subject to the entry by the Bankruptcy Court of the Orders, no consent, approval, authorization, or other action by, and no giving of notice, or filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, except (w) for the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (x) for those approvals,

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consents, exemptions, authorizations or other actions, notices or filings set forth on Schedule 5.03 to the Credit Agreement, in each case the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect or to the extent that such noncompliance is permitted by final order of the Bankruptcy Court, (y) any approvals, consents, exemptions, authorizations or other actions, notices or filings necessary or required under the Priority Lien Documents, and (z) as may be required under the Orders and/or in connection with such disposition by laws affecting the offering and sale of securities generally.

(c)Except as set forth in Schedule G, such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral owned by it and none of the Pledged Collateral that represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness (other than the Obligations and the “Obligations” as defined in the Senior Notes and the Existing Credit Agreement) or subject to the terms of an indenture.

3.15Intentionally Omitted.

3.16Payment of Taxes. Each Grantor represents and warrants that all Claims imposed upon or assessed against the Collateral have been paid and discharged except to the extent such Claims constitute a Lien which is a Lien permitted under Section 7.01 of the Credit Agreement.

3.17Encumbered Property.

(a)On the Petition Date, no Grantor owns any fee interest in real estate and, thus, no Grantor owns any asset that constitutes “Premises” or “Encumbered Property”.

(b)Upon entry of the Orders, each Grantor has good, marketable, insurable, indefeasible, fee simple title to the Land and Improvements owned by such Grantor, subject to Permitted Encumbrances. Each Grantor has good and marketable title to or valid leasehold interests in all of the other Encumbered Property held by such Grantor.

(c)Each Grantor has good and lawful right and full power and authority to encumber or grant a security interest in the Encumbered Property held by such Grantor. The possession of the Encumbered Property has been peaceful and undisturbed and title thereto has not been disputed or questioned to the best of such Grantor’s knowledge. Each Grantor will forever warrant, defend and preserve its title to the Encumbered Property, the rights of the Secured Parties therein under the Collateral Documents and the validity and priority of the Lien of the Collateral Documents thereon against the claims of all persons and parties except those having rights under the Permitted Encumbrances to the extent of those rights.

(d)The Permitted Encumbrances do not and will not materially and adversely affect (i) the ability of the relevant Grantor to perform its obligations hereunder and the other Loan Documents to which it is a party or (ii) the use of the Encumbered Property for the use currently being made thereof, the operation of the Encumbered Property as currently being operated or the value of the Encumbered Property.

(e)The Encumbered Property has adequate rights of access to public ways and is served by adequate water, sewer, sanitary sewer and storm drain facilities. All public utilities necessary to the continued use and enjoyment of the Encumbered Property as presently used and enjoyed are located in the public right-of-way abutting the Encumbered Property, and all such utilities are connected so as to serve the Encumbered Property without passing over other property. All roads necessary for the full utilization of the Encumbered Property for its current purpose have been completed and dedicated to public use and accepted by all governmental authorities or are the subject of access easements for the benefit of the Encumbered Property.

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(f)Each Premises consists of a single tax lot or multiple tax lots, no portion of said tax lot(s) covers property other than the Premises or a portion of the Premises and no portion of the Premises lies in any other tax lot. Each Premises consists of one or more legally subdivided lots.

(g)There are no pending or, to the knowledge of the Grantors, proposed special or other assessments for public improvements or otherwise affecting the Encumbered Property, nor, to the knowledge of the Grantor, are there any contemplated improvements to the Encumbered Property that may result in such special or other assessments.

(h)To the best of the Grantors’ knowledge, except as disclosed on the current survey of the Premises delivered to the Collateral Agent prior to the date hereof, none of the Improvements on the Land are located in a flood hazard area as defined by the Director of the Federal Emergency Management Agency.

(i)No Premises is subject to any Leases other than the Leases described in Schedule L. No tenant, person, party, firm, corporation or other entity has an option to purchase the Encumbered Property, any portion thereof or any interest therein.

(j)The Encumbered Property has not been damaged by fire, water, wind or other cause of loss, or any previous damage to the Encumbered Property has been fully restored. No part of any property subject to the Collateral Documents has been taken in condemnation or other like proceeding nor, to the Grantors’ knowledge, is any proceeding pending, threatened or known to be contemplated for the partial or total condemnation or taking of the Encumbered Property.

ARTICLE IV

COVENANTS

From the date of this Security Agreement, and thereafter until this Security Agreement is terminated in accordance with the provisions hereof, each Grantor agrees that:

4.1General.

(a)Collateral Records. Such Grantor will maintain complete and accurate books and records in all material respects with respect to the Collateral owned by it, and furnish to the Collateral Agent, with sufficient copies for the Secured Parties (to the extent such copies are requested by the Collateral Agent), such reports relating to such Collateral as the Collateral Agent shall from time to time reasonably request.

(b)Perfection and Priority. Upon entry of the Orders by the Bankruptcy Court and after giving effect to the Orders, the Collateral Agent for the benefit of the respective Secured Parties shall have legal, valid and enforceable perfected Liens having the priority specified in the Orders on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral and the proceeds thereof.

(c)Further Assurances. Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor will promptly execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and documents, and take all further action that may be reasonably necessary or reasonably desirable or that the Collateral Agent may reasonably require from time to time, in order to perfect and maintain the validity, effectiveness

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and priority of any of the Loan Documents and any of the Liens intended to be created thereunder and assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument or document executed in connection with any Loan Document to which any Grantor or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so, including to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each such Grantor will, if so reasonably requested by the Collateral Agent, furnish to the Collateral Agent, as often as the Collateral Agent reasonably requests, statements and schedules further identifying and describing Collateral owned by it and such other reports and information in connection with its Collateral as the Collateral Agent may reasonably request, all in such detail as the Collateral Agent may reasonably specify. Such Grantor also agrees to take any and all commercially reasonable actions necessary to defend title to any material portion of the Collateral against all persons and to defend the Liens of the Collateral Agent in any material portion of the Collateral and the priority thereof against any Lien not expressly permitted hereunder.

(d)Disposition of Collateral. Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to the Credit Agreement.

(e)Liens. Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except (x) in the case of the Encumbered Property, the Permitted Encumbrances and (y) in the case of all other Collateral, Liens permitted by Section 7.01 of the Credit Agreement.

(f)Other Financing Statements. Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by it, except to perfect the lien securing the obligations under the Senior Notes and the Existing Credit Agreement.

(g)Locations. Such Grantor will not (i) move any Collateral owned by it from any location listed on Schedule A (other than to any other location listed on Schedule A, Collateral in transit or held for repair or in connection with any sale or other disposition of such Collateral permitted by the Credit Agreement) or add to such locations without (x) providing at least thirty days' prior written notice to Collateral Agent of such change or addition (or such shorter period of time to which Collateral Agent may agree in writing in advance) and (y) obtaining a collateral access agreement for each such location to the extent required under the Credit Agreement, or (iii) change its principal place of business or chief executive office from the location identified on Schedule A, other than as permitted by Section 4.15. Other than in the ordinary course of business, none of the Grantors shall move any Equipment or Inventory to any location outside the continental United States.

(h)Compliance with Terms. Such Grantor will perform and comply in all material respects with all obligations in respect of the Collateral owned by it and all agreements to which it is a party or by which it is bound relating to such Collateral.

(i)Consents, etc. In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Security Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Collateral Agent, such Grantor agrees to use its commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

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(j)Collateral. All information set forth herein, including the schedules annexed hereto, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, in connection with this Security Agreement, in each case, relating to the Collateral, is accurate and complete in all material respects. The Collateral described on the schedules hereto constitutes all of the property of such type of Collateral owned or held by the Grantors (which is required to be scheduled).

(k)No Further Actions. Notwithstanding Sections 4.1(c), 4.1(i), 4.2(b), 4.6 and 4.16, and any other provision hereof, except for the Orders, no filing with any Governmental Authority, delivery of possessory collateral, establishment of “control” or other action shall be required with respect to perfection of the Liens under this Security Agreement; provided that the Grantors shall make such filings and take such other action as the Backstop DIP Lenders may reasonably request, subject to the cooperation of the Collateral Trustee, if required.

4.2Receivables.

(a)Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, prior to the occurrence of an Event of Default, such Grantor may reduce the amount of Accounts arising from the sale of Inventory or providing of services in accordance with its present policies and in the ordinary course of business.

(b)Each Grantor shall keep and maintain at its own cost and expense complete records of each Receivable, in a manner consistent with prudent business practice. Each Grantor shall, at such Grantor’s sole cost and expense, upon the Collateral Agent’s written demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Receivables, including all documents evidencing Receivables and any books and records relating thereto to the Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Grantor). Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may transfer a full and complete copy of any Grantor’s books, records, credit information, reports, memoranda and all other comparable writings relating to the Receivables to and for the use by any Person that has acquired or is contemplating acquisition of an interest in the Receivables or Receivables or the Collateral Agent’s security interest therein without the consent of any Grantor.

(c)Except as otherwise provided in this Security Agreement, such Grantor will use commercially reasonable efforts to collect and enforce, as and when due in the ordinary course of business and consistent with prudent business practice, at such Grantor's sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

(d)Such Grantor will deliver to the Collateral Agent immediately upon its request after the occurrence and during the continuation of an Event of Default duplicate invoices with respect to each Receivable owned by it bearing such language of assignment as the Collateral Agent shall specify.

4.3Equipment. Such Grantor shall not permit any material Equipment to become a fixture with respect to real property or to become an accession with respect to other personal property with respect to which real or personal property the Collateral Agent does not have a Lien.

4.4Encumbered Property.

(a)Except in the ordinary course of business or as otherwise permitted in the Credit Agreement, no Improvements will be altered in any material respect or demolished or removed in whole or

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in part by the Grantors without the prior written consent of the Collateral Agent. No Personal Property shall be removed by the Grantors, except that the Grantors shall have the right to remove and dispose of, free of the Lien of the Collateral Documents, such Personal Property as may, from time to time, become worn out or obsolete in the normal course of business. The Grantors will maintain and keep the Encumbered Property in good condition and repair, reasonable wear and tear and damage by casualty excepted, and will not commit any waste on the Encumbered Property or make any alteration to, or change in the use of, the Encumbered Property that will materially diminish the utility thereof for the operation of the business conducted thereon or increase the risk of fire or other hazard and in no event shall any such alteration or change be contrary to the terms of any insurance policy required to be kept pursuant to the Credit Agreement. Subject to the terms of the Credit Agreement, the Grantors shall promptly repair, replace or rebuild any part of the Encumbered Property that becomes damaged or worn.

(b)To the extent the same exist on the date hereof or are obtained in connection with future permitted alterations, each Grantor shall maintain a complete set of final plans, specifications, blueprints and drawings for the Improvements either at the Encumbered Property or in a particular office at the headquarters of such Grantor to which the Collateral Agent shall have access upon reasonable advance notice. The Mortgagor shall promptly notify the Mortgagee of any proposed zoning reclassification, variance, conditional or special use permit, subdivision plat or annexation affecting the Land. Each Grantor shall at all times comply in all material respects with, and is currently in compliance in all material respects with, all of its obligations under all recorded restrictions, conditions, easements and covenants (“Restrictive Covenants”) encumbering the Land and shall duly enforce its rights under all Restrictive Covenants encumbering other property for the benefit of the Premises. If any Grantor receives any notice (whether oral or written) that any Restrictive Covenant has been violated, then such Grantor shall promptly notify the Collateral Agent and take such steps as the Collateral Agent may reasonably require to correct such violation.

4.5Intentionally Omitted.

4.6Pledged Collateral.

(a)Changes in Capital Structure of Issuers. Except as permitted by the Credit Agreement, such Grantor will not (i) permit or suffer any issuer of an Equity Interest constituting Pledged Collateral owned by it and which is a Subsidiary of Parent to dissolve, merge, liquidate, retire any of its Equity Interests or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets or merge or consolidate with any other entity, or (ii) vote any such Pledged Collateral in favor of any of the foregoing.

(b)Issuance of Additional Securities. Except as permitted by the Credit Agreement, such Grantor will not permit or suffer the issuer of an Equity Interest constituting Pledged Collateral owned by it and which is a Subsidiary of Parent to issue additional Equity Interests, any right to receive the same or any right to receive earnings, except to such Grantor.

(c)Registration of Pledged Collateral. Upon the occurrence and during the continuance of an Event of Default, such Grantor will permit any registerable Pledged Collateral owned by it to be registered in the name of the Collateral Agent or its nominee at any time at the option of the Collateral Agent or the Required Lenders.

(d)Exercise of Rights in Pledged Collateral.

(i)Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral

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owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Documents; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing in any material respect the rights of the Collateral Agent in respect of such Pledged Collateral (or any other Collateral) or which could reasonably be expected to have a Material Adverse Effect.

(ii)Such Grantor will permit the Collateral Agent or its nominee at any time after the occurrence and during the continuance of an Event of Default, with notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.

(iii)So long as no Event of Default shall have occurred and be continuing, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments, except to the extent permitted by the Credit Agreement (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and

(iv)Except to the extent permitted by the Credit Agreement, all Excluded Payments and all other distributions in respect of any of the Pledged Collateral owned by such Grantor, whenever paid or made, shall be delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement) in each case, to the extent that the Collateral Agent requires the Pledged Collateral to be delivered to it hereunder.

4.7Intellectual Property.

(a)Subject to Article II hereof, such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or benefit of the Collateral Agent of any Intellectual Property Licenses held by such Grantor and to enforce the security interests granted thereunder.

(b)Such Grantor shall notify the Collateral Agent immediately if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright (now or hereafter existing) material to such Grantor's business may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantor's ownership of any Patent, Trademark or Copyright material to its business, its right to register the same, or to keep and maintain the same.

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(c)In no event shall any Grantor either directly or through any employee, licensee or designee, file any application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving the Collateral Agent prior written notice thereof.

(d)Upon request of the Collateral Agent, such Grantor shall execute and deliver any and all security agreements as the Collateral Agent may reasonably request to evidence the Collateral Agent's valid and perfected security interest (with the priority set forth in the Orders) on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby.

(e)Such Grantor shall take all actions reasonably necessary or reasonably requested by the Collateral Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of its Patents, Trademarks and Copyrights (now or hereafter existing) material to its business, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. Each Grantor further agrees not to abandon any Trademark, Patent, Copyright, or Intellectual Property License that is necessary to the operation of such Grantor's business.

(f)Should such Grantor obtain an ownership interest in any Intellectual Property that is not on the date hereof a part of the Collateral (“After-Acquired Intellectual Property”) (i) the provisions of this Security Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of trademarks, the goodwill symbolized thereby, shall automatically become part of the Collateral subject to the terms and conditions of this Security Agreement with respect thereto. Each Grantor shall give prompt written notice to the Collateral Agent identifying the After Acquired Intellectual Property.

(g)Such Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Collateral Agent shall reasonably deem appropriate under the circumstances to protect such Patent, Trademark or Copyright. In the event that such Grantor institutes suit because any of its Patents, Trademarks or Copyrights constituting Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 4.8.

(h)Each Grantor shall take actions reasonably necessary, as determined in such Grantor's reasonable business discretion, to protect the confidentiality of the Intellectual Property that is material to its business, which Intellectual Property derives its value, either in whole or in part, from being kept confidential.

4.8Commercial Tort Claims. If any Grantor shall at any time hold or acquire a Commercial Tort Claim having a value, together with all other Commercial Tort Claims of all Grantors in which Collateral Agent does not have a security interest, in excess of $100,000 in the aggregate, such Grantor shall promptly, notify the Collateral Agent in writing, of the brief details thereof and, upon Collateral Agent’s direction, grant to the Collateral Agent in such writing signed by such Grantor a security interest therein and in the Proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.

4.9Letter-of-Credit Rights. If such Grantor is or becomes the beneficiary of a letter of credit having a face amount of $500,000 or more, it shall promptly, and in any event within two Business Days after becoming a beneficiary, notify the Collateral Agent thereof.

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4.10Federal, State or Municipal Claims. Such Grantor will promptly notify the Collateral Agent of any Collateral which constitutes a claim against the United States government or any state or local government or any instrumentality or agency thereof, the assignment of which claim is restricted by federal, state or municipal law.

4.11Intentionally Omitted.

4.12Insurance.

(a)Each Grantor shall maintain all insurance policies required by Section 6.07 of the Credit Agreement. All premiums on any such insurance shall be paid when due by such Grantor, and copies of the policies shall be delivered to the Collateral Agent. If such Grantor fails to obtain any insurance as required by this Section and the Credit Agreement, the Collateral Agent may obtain such insurance at the Company's expense.

(b)Upon the request of the Collateral Agent, the Company and the other Grantors will furnish to the Collateral Agent full information as to their property and liability insurance carriers.

4.13Intentionally Omitted.

4.14Intentionally Omitted.

4.15Change of Name or Location; Change of Fiscal Year. Except as permitted by the Credit Agreement, such Grantor shall not (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) change its chief executive office, principal place of business, mailing address, corporate headquarters or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral as set forth in the Security Agreement, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, unless the Collateral Agent shall have received at least thirty days prior written notice of such change and any reasonable action requested by the Collateral Agent in connection therewith has been completed or taken (including any action to continue the perfection of any Liens in favor of the Collateral Agent, on behalf of Secured Parties, in any Collateral), provided that, any new location shall be in the continental United States. Such Grantor shall not change its fiscal year which currently ends on December 31.

4.16Assigned Contracts. Such Grantor will use commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Assigned Contract held by such Grantor and material to its business and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of its Assigned Contracts material to its business, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that such Grantor shall not take any action or fail to take any action with respect to Assigned Contracts material to such Grantor's business which would cause the termination of such Assigned Contract. Such Grantor shall diligently use commercially reasonable efforts to pursue any right to indemnification under any Assigned Contract material to its business and, upon the request of the Collateral Agent, shall report to the Collateral Agent on all material developments with respect thereto. Upon the occurrence of and during the continuance of an Event of Default, the Collateral Agent may, and at the direction of the Backstop DIP Lenders shall, directly enforce such right in its own or such Grantor's name and may enter into such settlements or other agreements with respect thereto as the Collateral Agent or the Backstop DIP Lenders, as applicable, shall determine. Notwithstanding any provision hereof to the contrary, such Grantor shall at all times remain liable to observe and perform all of its duties

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and obligations under its Assigned Contracts, and the Collateral Agent's or any Secured Party's exercise of any of their respective rights with respect to the Collateral shall not release such Grantor from any of such duties and obligations. Neither the Collateral Agent nor any Secured Party shall be obligated to perform or fulfill any of such Grantor's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

ARTICLE V

REMEDIES

5.1Remedies.

(a)Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall at the direction of the Backstop DIP Lenders exercise any or all of the following rights and remedies:

(i)those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document (with the priority specified in the Orders); provided that, this Section 5.1 shall not be understood to limit any rights or remedies otherwise available to the Collateral Agent and the Secured Parties prior to an Event of Default;

(ii)those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien and any real estate statutes applicable to the Encumbered Property) when a debtor is in default under a security agreement;

(iii)those rights and remedies provided in the Orders;

(iv)without notice (except as specifically provided in Section 8.1 or elsewhere herein or notice to bailees and landlords to the extent necessary to obtain access to the premises where such Collateral may be located), demand or advertisement of any kind to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process but in compliance with applicable law) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor's premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as may be commercially reasonable and/or remain present at such premises to receive copies of all communications and remittances relating to the Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Grantor;

(v)demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other

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modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Grantor, prior to receipt by any such obligor of such instruction, such Grantor shall segregate all amounts received pursuant thereto in trust for the benefit of the Collateral Agent and shall promptly (but in no event later than one (1) Business Day after receipt thereof) pay such amounts to the Collateral Agent;

(vi)sell, assign, grant a license to use or otherwise liquidate, or direct any Grantor to sell, assign, grant a license to use or otherwise liquidate, any and all investments made in whole or in part with the Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, license or liquidation; and

(vii)concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Collateral Agent was the outright owner thereof.

(b)The Collateral Agent, on behalf of the Secured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(c)The Collateral Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Collateral Agent and the Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases.

(d)Until the Collateral Agent is able to effect a sale, lease, or other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems reasonably appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed reasonably appropriate by the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Agent's remedies (for the benefit of the Collateral Agent and Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment.

(e)Notwithstanding the foregoing, neither the Collateral Agent nor the Secured Parties shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

(f)Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Equity Interests that constitute Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Collateral

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Agent shall be under no obligation to delay a sale of any of the Equity Interests that constitute Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so.

5.2Grantor's Obligations Upon an Event of Default. Upon the request of the Collateral Agent after the occurrence and during the continuance of an Event of Default, each Grantor will:

(a)assemble and make available to the Collateral Agent the Collateral and all books and records relating thereto at any place or places specified by the Collateral Agent, whether at a Grantor's premises or elsewhere;

(b)permit the Collateral Agent, by the Collateral Agent's representatives and agents, to enter, occupy and use any premises (subject to the rights of bailees and landlords with respect to such premises) where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy;

(c)to the extent commercially reasonable, prepare and file, or cause an issuer of any Equity Interests that constitute Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such other documentation in connection with such Pledged Collateral as the Collateral Agent may reasonably request, all in form and substance reasonably satisfactory to the Collateral Agent, and furnish to the Collateral Agent, or cause an issuer of Pledged Collateral to furnish to the Collateral Agent, any information regarding the Pledged Collateral in such detail as the Collateral Agent may reasonably specify;

(d)to the extent commercially reasonable, take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable the Collateral Agent to consummate a public sale or other disposition of the Pledged Collateral; and

(e)at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Collateral Agent and each Secured Party, at any time, and from time to time, promptly upon the Collateral Agent's request, the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.

5.3Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies and during the continuance of an Event of Default, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Patents, Trademarks, Copyrights or other intellectual property rights now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor's Inventory directly to any person, including without limitation persons who have previously purchased the Grantor's Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Agent's rights under this Security Agreement or the other Loan Documents (including the Orders), may sell Inventory which bears any

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Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor, in each case, subject to such licenses and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein. Further, if any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Grantor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof.

5.4Waiver of Notice and Claims. Each Grantor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Grantor would otherwise have under law, and each Grantor hereby further waives, to the fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension, homestead exemption or moratorium now or hereafter in force under any applicable law. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article V in the absence of gross negligence or willful misconduct. Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Grantor therein and thereto, and shall be a perpetual bar both at law and in equity against such Grantor and against any and all persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Grantor.

5.5Certain Sales of Collateral.

(a)Each Grantor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Grantor acknowledges that any such sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Collateral Agent shall have no obligation to engage in public sales.

(b)If the Collateral Agent determines to exercise its right to sell any or all of the Pledged Collateral, upon written request, the applicable Grantor shall from time to time furnish to the Collateral Agent all such information as the Collateral Agent may reasonably request in order to determine the number of securities included in the Pledged Collateral which may be sold by the Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

5.6No Waiver; Cumulative Remedies.

(a)No failure on the part of the Collateral Agent to exercise, no course of dealing with respect to, and no delay on the part of the Collateral Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy; nor shall the Collateral Agent be required to look first to, enforce or exhaust any other security, collateral or

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guaranties. The remedies herein provided are cumulative and are not exclusive of any remedies provided by law.

(b)In the event that the Collateral Agent shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case, the Grantors, the Collateral Agent and each other Secured Party shall be restored to their respective former positions’ and rights hereunder with respect to the Collateral, and all rights, remedies and powers of the Collateral Agent and the other Secured Parties shall continue as if no such proceeding had been instituted.

ARTICLE VI

ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY

6.1Account Verification. The Collateral Agent may at any time after the occurrence and during the continuance of an Event of Default, in the Collateral Agent's own name, in the name of a nominee of the Collateral Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of any such Grantor, parties to contracts with any such Grantor and obligors in respect of Instruments of any such Grantor to verify with such Persons, to the Collateral Agent's reasonable satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables.

6.2Authorization for Secured Party to Take Certain Action.

(a)Each Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Collateral Agent's sole discretion to perfect and to maintain the perfection and priority of the Collateral Agent's security interest in the Collateral, (ii) to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent's security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Pledged Collateral, (v) to apply the proceeds of any Collateral received by the Collateral Agent to the Obligations as provided in Article VII, (vi) to discharge past due Taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor's name on any invoice or bill of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor's rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to

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change the address for delivery of mail addressed to such Grantor to such address as the Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor shall reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Credit Agreement or any other Loan Document.

(b)All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, under this Section 6.2 are solely to protect the Collateral Agent's interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent agrees that, except for the powers granted in Sections 6.2(a)(i), (iii) and (iv), it shall not exercise any power or authority granted to it under this Section 6.2 unless an Event of Default has occurred and is continuing.

6.3Proxy. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE COLLATERAL AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 6.2 ABOVE) WITH RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED COLLATERAL OR ANY OFFICER OR COLLATERAL AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT.

6.4Nature of Appointment; Limitation of Duty. THE APPOINTMENT OF THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 8.15. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE COLLATERAL AGENT, NOR ANY SECURED PARTY, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, ADVISORS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.

ARTICLE VII

APPLICATION OF PROCEEDS

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After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery (including reasonable and documented legal costs and reasonable attorneys' fees) and all other charges against the Collateral, the residue of the proceeds of any sale, disposition, collection or other realization of or on any of the Collateral following the occurrence and during the continuance of an Event of Default shall be applied to the payment of the Obligations by the Collateral Agent in accordance with the terms of Section 9.03 of the Credit Agreement. In the event the proceeds of any sale, lease, disposition, collection or other realization of or on any of the Collateral are insufficient to pay all the Obligations in full, the Grantors will be liable for the deficiency, together with interest thereon at the maximum rate provided in the Credit Agreement and the costs and expenses of collection of such deficiency, including (to the extent permitted by law), without limitation, Attorney Costs and reasonable fees, expenses and disbursements in accordance with Section 11.04 of the Credit Agreement.

ARTICLE VIIIGENERAL PROVISIONS

8.1Waivers. Any notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Article IX, at least ten days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made; providedthat no notification need be given to any Grantor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Collateral Agent or any Secured Party arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the bad faith, gross negligence or willful misconduct of the Collateral Agent or such Secured Party as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Collateral Agent or any Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement or any other Loan Document (including the Orders), or otherwise. Except as otherwise specifically provided herein or in the Credit Agreement or any other Loan Document, each Grantor hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, or any other notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral, other than the defense of payment or fraud.

8.2Limitation on Collateral Agent's and Secured Parties' Duty with Respect to the Collateral. Except as otherwise required by law, the Collateral Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Collateral Agent and each Secured Party shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Collateral Agent nor any Secured Party shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or such Secured Party, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except for custody, safe keeping and physical preservation of the Collateral. To the extent that applicable law imposes duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Collateral Agent (i) to fail to incur expenses deemed significant by the Collateral Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected

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or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 8.2 is to provide non-exhaustive indications of what actions or omissions by the Collateral Agent would be commercially reasonable in the Collateral Agent's exercise of remedies against the Collateral and that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8.2. Without limitation upon the foregoing, nothing contained in this Section 8.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 8.2.

8.3Compromises and Collection of Collateral. The Grantors and the Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Collateral Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Collateral Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Collateral Agent shall be commercially reasonable so long as the Collateral Agent acts in good faith based on information known to it at the time it takes any such action.

8.4Secured Party Performance of Debtor Obligations. Without having any obligation to do so, the Collateral Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the other Security Documents and the Grantors shall reimburse the Collateral Agent for any amounts paid by the Collateral Agent pursuant to this Section 8.4. The Grantors' obligation to reimburse the Collateral Agent pursuant to the preceding sentence shall be an Obligation payable on demand.

8.5Specific Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.1(c), 4.1(d), 4.1(e), 4.1(i), 4.2(b), 4.2(c), 4.6, 4.7, 4.8, 4.9, 4.10, 4.12, 4.15, 4.16 or 8.6 will cause irreparable injury to the Collateral Agent and the Secured Parties, that the Collateral Agent and Secured Parties have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Collateral Agent or the Secured Parties to seek and obtain specific performance of other obligations of the Grantors contained in this Security

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Agreement, that the covenants of the Grantors contained in the Sections referred to in this Section 8.5 shall be specifically enforceable against the Grantors.

8.6Dispositions Not Authorized. No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1(d) and notwithstanding any course of dealing between any Grantor and the Collateral Agent or other conduct of the Collateral Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1(d)) shall be binding upon the Collateral Agent or the Secured Parties unless such authorization is in writing signed by the Collateral Agent with the consent or at the direction of the Required Lenders.

8.7No Waiver; Amendments; Cumulative Remedies. No delay or omission of the Collateral Agent or any Secured Party to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Grantors and the Collateral Agent with the concurrence or at the direction of the Secured Parties required under Section 11.01 of the Credit Agreement and then only to the extent in such writing specifically set forth. All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Collateral Agent and the Secured Parties until the Obligations (other than contingent indemnification obligations that have not been asserted) have been paid in full and the Commitments and the Credit Agreement have been terminated.

8.8Limitation by Law; Severability of Provisions. All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part. Any provision in this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.

8.9Indemnification; Expenses.

(a)Without limiting the provisions of Section 11.05 of the Credit Agreement, each Grantor shall indemnify, defend and save each Secured Party and each of its Affiliates and their respective officers, directors, employees, agents, partners and advisors (each, an “Indemnified Party”) from, and hold harmless each Indemnified Party against, and shall pay on written demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, Attorneys Costs (which, prior to the occurrence and continuation of an Event of Default, shall be limited to one counsel for the Lenders (collectively) and one counsel to the Collateral Agent and the other Agents (collectively) (and one local counsel for the Lenders (collectively) and one local counsel to the Collateral Agent and the other Agents (collectively) in each applicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel to each of the affected parties)) for any Indemnified Party) incurred by or asserted against any Indemnified Party, in each case arising out of or in connection with or resulting from this Security Agreement (including, without limitation, enforcement of this Security Agreement), except to the extent such claim, damage, loss, liability or expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct.

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(b)Without limiting the provisions of Section 11.04 of the Credit Agreement, each Grantor will upon demand pay to the Collateral Agent the amount of Attorney Costs (which, prior to the occurrence and continuation of an Event of Default, shall be limited to one counsel for the Lenders (collectively) and one counsel to the Collateral Agent and the other Agents (collectively) (and one local counsel for the Lenders (collectively) and one local counsel to the Collateral Agent and the other Agents (collectively) in each applicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel to each of the affected parties)) and any and all other reasonable expenses, including, without limitation, the reasonable fees and expenses of any other experts and agents, that the Collateral Agent may incur in connection with (i) the preparation, execution, delivery, administration, modification and amendment of, or any consent or waiver under this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, (iii) the enforcement of this Security Agreement or the exercise, enforcement or protection of the rights of the Collateral Agent or the other Secured Parties hereunder and (iv) the Chapter 11 Cases.

8.10Reinstatement. This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor's assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

8.11Benefit of Agreement. The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Collateral Agent and the Secured Parties and their respective successors and assigns (including all persons who become bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations under this Security Agreement or any interest herein, without the prior written consent of the Secured Parties. No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, hereunder.

8.12Survival of Representations. All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution and delivery of this Security Agreement.

8.13Taxes and Grantor Expenses. Any Taxes (including income Taxes) payable or ruled payable by Federal or State authority in respect of this Security Agreement shall be paid by the Grantors, together with interest and penalties, if any. Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.

8.14Headings. The title of and Section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement.

8.15Termination; Release.

(a)When all the Obligations (other than (A) obligations under Secured Hedge Agreements and Cash Management Obligations not yet due and payable, in each case which have been cash

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collateralized or backstopped by letters of credit, as the case may be, in a manner satisfactory to the applicable Secured Parties and (B) contingent indemnification obligations not yet accrued and payable) have been paid in full and the Aggregate Commitments shall have expired or been sooner terminated in accordance with the provisions of the Credit Agreement and the Orders, any Lien granted or held by the Collateral Agent under any Loan Document for the benefit of the Secured Parties shall be automatically released and this Security Agreement shall terminate. Upon termination of this Security Agreement in accordance with this Section, the Collateral shall be released from the Lien of this Security Agreement.

(b)Any Lien on any property granted to or held by the Collateral Agent under this Security Agreement for the benefit of the Secured Parties shall be automatically released (i) upon the sale, lease, transfer or other disposition of such property (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Grantor that owns such property) in accordance with the terms of the Loan Documents and the Orders, (ii) subject to Section 11.01 of the Credit Agreement, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders and the Bankruptcy Court, or (iii) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 10.11(b) of the Credit Agreement.

(c)Upon such release or any release of Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the reasonable request and at the sole cost and expense of the Grantors, assign, transfer and deliver to Grantor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases, if applicable) acknowledging the termination hereof or the release of such Collateral, as the case may be.

8.16    Continuing Security Interest Assignment. This Security Agreement shall create a continuing security interest in the Collateral and shall (i) be binding upon the Grantors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective permitted successors, transferees and assigns. No other persons (including any other creditor of any Grantor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Security Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement.

8.17    Entire Agreement. This Security Agreement, the Credit Agreement, and the other Loan Documents embody the entire agreement and understanding between the Grantors and the Collateral Agent relating to the subject matter hereof and thereof and supersede all prior agreements and understandings between the Grantors and the Collateral Agent relating to the subject matter hereof and thereof.

8.18    GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. SECTIONS 11.14 AND 11.15 OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN, MUTATIS MUTANDIS, AS IF A PART HEREOF.

8.19No Credit for Payment of Taxes or Imposition. Such Grantor shall not be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Grantor

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shall not be entitled to any credit against any other sums which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the Collateral or any part thereof.

8.20No Release. Nothing set forth in this Security Agreement shall relieve any Grantor from the performance of any term, covenant, condition or agreement on such Grantor’s part to be performed or observed under or in respect of any of the Collateral or from any liability to any person under or in respect of any of the Collateral or shall impose any obligation on Collateral Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such Grantor’s part to be so performed or observed or shall impose any liability on Collateral Agent or any other Secured Party for any act or omission on the part of such Grantor relating thereto or for any breach of any representation or warranty on the part of such Grantor contained in this Security Agreement, the Credit Agreement or the other Loan Documents, or under or in respect of the Collateral or made in connection herewith or therewith. The obligations of each Grantor contained in this Section 8.20 shall survive the termination hereof and the discharge of such Grantor’s other obligations under this Security Agreement, the Credit Agreement and the other Loan Documents.

8.21Obligations Absolute. All obligations of each Grantor hereunder shall be absolute and unconditional irrespective of

(a)any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Grantor;

(b)any lack of validity or enforceability of the Credit Agreement or any other Loan Document, or any other agreement or instrument relating thereto;

(c)any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement or any other Loan Document or any other agreement or instrument relating thereto;

(d)any pledge, exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Obligations;

(e)any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the Credit Agreement or any other Loan Document; or

(f)any other circumstances which might otherwise constitute a defense available to, or a discharge of any Grantor.

8.22Counterparts. This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Security Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page to this Security Agreement by telecopier (or other electronic transmission) shall be effective as delivery of an original executed counterpart of this Security Agreement.

ARTICLE IXNOTICES

Any notice required or permitted to be given under this Security Agreement shall be sent in accordance with Section 11.02 of the Credit Agreement.

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[Signature Page Follows]

IN WITNESS WHEREOF, the Grantors and the Collateral Agent have executed this Security Agreement as of the date first above written.

GRANTORS:

GEOKINETICS HOLDINGS USA, INC.

By: ____________________________________

Name:    

Title:    

GEOKINETICS INC.

By: ____________________________________

Name:    

Title:    

ADVANCED SEISMIC TECHNOLOGY, INC.

By: ____________________________________

Name:    

Title:    

GEOKINETICS ACQUISITION COMPANY

By: ____________________________________

Name:    

Title:    

GEOKINETICS MANAGEMENT, INC.

By: ____________________________________

Name:    

Title:    

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GEOKINETICS PROCESSING, INC.

By: ____________________________________

Name:    

Title:    

GEOKINETICS SERVICES CORP.

By: ____________________________________

Name:    

Title:    

GEOKINETICS USA, INC.

By: ____________________________________

Name:    

Title:    

GEOKINETICS INTERNATIONAL HOLDINGS, INC.

By: ____________________________________

Name:    

Title:    

GEOKINETICS INTERNATIONAL, INC.

By: ____________________________________

Name:    

Title:    

[Signature Page for Pledge and Security Agreement]

203367025 v9

COLLATERAL AGENT:

CANTOR FITZGERALD SECURITIES,

as Collateral Agent

By: ____________________________________

Name:    

Title:    

[Signature Page for Pledge and Security Agreement]

203367025 v9

EX-10.8

EXECUTION VERSION

SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT

Dated as of March 13, 2013

Among

GEOKINETICS HOLDINGS USA, INC.,
as Borrower

GEOKINETICS INC.,
as Parent

CANTOR FITZGERALD SECURITIES,
as Administrative Agent and Collateral Agent,

And

THE LENDERS PARTY HERETO

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us\schnemi\8843154.11

Table of Contents
		Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01.	Defined Terms	1
Section 1.02.	Other Interpretive Provisions	28
Section 1.03.	Accounting Terms	29
Section 1.04.	Rounding	29
Section 1.05.	References to Agreements, Laws, Etc	29
Section 1.06.	Times of Day	29
Section 1.07.	Timing of Payment or Performance	30
Section 1.08.	Currency Equivalents Generally	30
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01.	The Loans	30
Section 2.02.	Borrowings	30
Section 2.03.	[Reserved]	31
Section 2.04.	[Reserved]	31
Section 2.05.	Prepayments	31
Section 2.06.	Termination or Reduction of Commitments	33
Section 2.07.	Repayment of Loans	33
Section 2.08.	Interest	34
Section 2.09.	Fees	34
Section 2.10.	Computation of Interest	34
Section 2.11.	Evidence of Indebtedness	34
Section 2.12.	Payments Generally	35
Section 2.13.	Sharing of Payments	36
Section 2.14.	Defaulting Lenders	37
Section 2.15.	No Discharge; Survival of Claims	38
ARTICLE III
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
Section 3.01.	Taxes	38
Section 3.02.	Illegality	41
Section 3.03.	[Reserved]	41
Section 3.04.	Increased Cost and Reduced Return; Capital Adequacy	41
Section 3.05.	[Reserved]	42
Section 3.06.	Matters Applicable to All Requests for Compensation	42
Section 3.07.	Replacement of Lenders under Certain Circumstances	42

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Section 3.08.	Survival	43
ARTICLE IV
CONDITIONS PRECEDENT
Section 4.01.	Effectiveness of this Agreement; Interim Period	43
Section 4.02.	Post-Interim Period	45
Section 4.03.	Conditions to All Credit Extensions	45
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Section 5.01.	Existence, Qualification and Power; Compliance with Laws	46
Section 5.02.	Authorization; No Contravention	46
Section 5.03.	Governmental Authorization; Other Consents	46
Section 5.04.	Binding Effect	47
Section 5.05.	Financial Statements; No Material Adverse Effect	47
Section 5.06.	Litigation	47
Section 5.07.	Ownership of Property; Liens	47
Section 5.08.	Perfection of Security Interests	48
Section 5.09.	Environmental Compliance	48
Section 5.10.	Taxes	49
Section 5.11.	Compliance with ERISA	49
Section 5.12.	Labor Matters	50
Section 5.13.	Subsidiaries; Equity Interests	50
Section 5.14.	Margin Regulations; Investment Company Act; USA PATRIOT Act	50
Section 5.15.	Disclosure	51
Section 5.16.	Intellectual Property	51
Section 5.17.	OFAC	51
Section 5.18.	No Default	51
Section 5.19.	Status of DIP Facility as Senior Indebtedness	51
Section 5.20.	Use of Proceeds	51
Section 5.21.	Cases	52
Section 5.22.	Orders	52
Section 5.23.	Forecasts	52
ARTICLE VI
AFFIRMATIVE COVENANTS
Section 6.01.	Financial Information	52
Section 6.02.	Certificates; Reports; Other Information	53
Section 6.03.	Notice Requirements; Other Information	54
Section 6.04.	Environmental Matters	55
Section 6.05.	Maintenance of Existence	55

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Section 6.06.	Maintenance of Properties	56
Section 6.07.	Maintenance of Insurance	56
Section 6.08.	Compliance with Laws	56
Section 6.09.	Compliance with Laws	56
Section 6.10.	Inspection Rights	56
Section 6.11.	Covenant to Guarantee Obligations and Give Security	56
Section 6.12.	Use of Proceeds	59
Section 6.13.	Further Assurances and Post-Closing Undertakings	59
Section 6.14.	Taxes	60
Section 6.15.	End of Fiscal Years; Fiscal Quarters	60
Section 6.16.	Material Contracts	60
Section 6.17.	[Reserved]	60
Section 6.18.	Compliance with Terms of Leaseholds	60
Section 6.19.	[Reserved]	60
Section 6.20.	[Reserved]	60
Section 6.21.	Orders	60
ARTICLE VII
NEGATIVE COVENANTS
Section 7.01.	Liens	61
Section 7.02.	[Reserved]	63
Section 7.03.	Indebtedness	63
Section 7.04.	Fundamental Changes	64
Section 7.05.	Disposition	64
Section 7.06.	Restricted Payments	65
Section 7.07.	Change in Nature of Business	66
Section 7.08.	Transactions with Affiliates	66
Section 7.09.	Payments with respect to Senior Notes and Existing Credit Agreement; Amendments or Modification to Senior Note Documents and Existing Credit Documents	67
Section 7.10.	Negative Pledge	67
Section 7.11.	Partnerships, Etc	67
Section 7.12.	Amendments to Constitutive Documents	68
Section 7.13.	Bankruptcy Matters	68
Section 7.14.	Capital Expenditures	68
Section 7.15.	[Reserved]	68
Section 7.16.	No Right of Subrogation	68
Section 7.17.	Use of Proceeds	68
ARTICLE VIII
[RESERVED]

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ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
Section 9.01.	Events of Default	68
Section 9.02.	Remedies Upon Event of Default	72
Section 9.03.	Application of Funds	72
ARTICLE X
ADMINISTRATIVE AGENT AND OTHER AGENTS
Section 10.01.	Appointment and Authorization of Agents	73
Section 10.02.	Delegation of Duties	74
Section 10.03.	Liability of Agents	74
Section 10.04.	Reliance by Agents	75
Section 10.05.	Notice of Default	75
Section 10.06.	Credit Decision; Disclosure of Information by Agents	76
Section 10.07.	Indemnification of Agents	76
Section 10.08.	Agents in their Individual Capacities	77
Section 10.09.	Successor Agents	77
Section 10.10.	Administrative Agent May File Proofs of Claim	78
Section 10.11.	Release of Collateral and Guaranty	78
Section 10.12.	[Reserved]	79
Section 10.13.	Appointment of Supplemental Administrative Agents	79
ARTICLE XI
MISCELLANEOUS
Section 11.01.	Amendments, Etc	80
Section 11.02.	Notices and Other Communications; Facsimile and Electronic Copies	81
Section 11.03.	No Waiver; Cumulative Remedies	83
Section 11.04.	Attorney Costs and Expenses	83
Section 11.05.	Indemnification by the Borrower	84
Section 11.06.	Payments Set Aside	85
Section 11.07.	Successors and Assigns	85
Section 11.08.	Confidentiality	88
Section 11.09.	Setoff	88
Section 11.10.	Counterparts	89
Section 11.11.	Integration	89
Section 11.12.	Survival of Representations and Warranties	89
Section 11.13.	Severability	89
Section 11.14.	GOVERNING LAW	89
Section 11.15.	WAIVER OF RIGHT TO TRIAL BY JURY	90

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Section 11.16.	Binding Effect	90
Section 11.17.	Judgment Currency	90
Section 11.18.	Lender Action	91
Section 11.19.	USA PATRIOT Act	91

SCHEDULES
1	—	Guarantors
2	—	Collateral Documents for Effective Date
1.01A	—	Existing Indebtedness
1.01B	—	Foreign Subsidiaries
1.01C	—	Immaterial Subsidiaries
1.01D 1.01E 2.01 2.02(b)	— — — —	Non-Loan Party Indebtedness Permitted Senior Liens Commitments Backstop Commitments
2.05(b) 2.07	— —	Exempted Dispositions and Casualty Events Existing as of Effective Date Chapter 11 Plan Treatment Terms
5.03	—	Governmental Authorizations and Filings
5.06	—	Litigation
5.07(b)(i)	—	Owned Real Property
5.07(b)(ii)	—	Leased Real Property
5.09(a)	—	Environmental Compliance Exceptions
5.09(b)	—	Hazardous Material Release
5.09(c)	—	Remedial Actions
5.09(d)	—	Environmental Permits
5.09(e)	—	Environmental Liabilities
5.10(a)	—	Taxes: Filings and Payments
5.10(b)	—	Taxes: Material Claims, Waivers and Extensions; Notifications and Examinations
5.10(c)	—	Taxes: Tax Sharing Agreements
5.11(a)	—	Compliance with ERISA
5.12	—	Labor Matters
5.13	—	Subsidiaries and Other Equity Investments
5.16	—	Intellectual Property, Licenses
7.01(b)	—	Existing Liens
11.02	—	Administrative Agent’s Office, Certain Addresses for Notices

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EXHIBITS
Form of
A-1	—	Loan Notice
B	—	Prepayment Notice
C	—	Note
E	—	Assignment and Assumption
F	—	Guaranty
G-1	—	Pledge and Security Agreement
H	—	Form of 13-Week Forecast
I	—	Officer’s Certificate

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SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT

This SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT is entered into as of March 13, 2013, among GEOKINETICS HOLDINGS USA, INC., a Delaware corporation (the “Company” or the “Borrower”), GEOKINETICS INC., a Delaware corporation (the “Parent”), CANTOR FITZGERALD SECURITIES, a New York general partnership, as Administrative Agent and Collateral Agent, and each Lender from time to time party hereto.

PRELIMINARY STATEMENTS

1.    On March 10, 2013 (the “Petition Date”), the Parent, the Borrower and each Domestic Subsidiary of the Borrower (collectively, the “Debtors”) filed voluntary petitions with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) initiating their respective cases under chapter 11 of the Bankruptcy Code (the cases of the Parent, the Borrower and the Domestic Subsidiaries of the Borrower, each a “Case” and collectively, the “Cases”) and continue in the possession of their assets and in the management of their business as debtors and debtors in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

2.    The Borrower has requested that the Lenders provide them with a term loan facility (the “DIP Facility”) on the terms and subject to the conditions set forth herein. The Lenders are willing to provide the DIP Facility to the Borrower on the terms and subject to the conditions set forth herein.

3.    On the Petition Date, the Debtors requested that the Bankruptcy Court enter the Interim Order authorizing the Debtors to enter into the DIP Facility and execute this Agreement and subsequently enter the Final Order, each providing inter alia, that (i) the obligations under the DIP Facility shall constitute allowed senior administrative expense claims against the Debtors with priority over any and all administrative expenses, adequate protection claims, diminution claims and all other claims (other than claims in respect of the Existing Credit Agreement) against the Debtors, now existing or hereafter arising, of any kind whatsoever and (ii) the obligations of the Debtors under the DIP Facility shall be secured by fully perfected security interests in and Liens upon all pre-and post-petition assets of the Debtors, whether existing on or before the Interim Order Entry Date or thereafter acquired, subject only to, until entry of the Final Order, the Avoidance Actions. The respective priorities of the DIP Facility and other parties claiming Liens on all or any part of the Collateral shall be as set forth in the Final Order.

4.    Upon entry of the Final Order, all of the claims and the Liens granted in the Orders and in the Security Documents to the Collateral Agent and the Lenders in respect of the DIP Facility shall be subject only to the Existing Credit Agreement, the Carve-Out and any other Permitted Senior Liens.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I    

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01.Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

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“4-Week Rolling Period” means, for any day, the four-week period ending on the last day of the week (which last day of the week shall be consistent with the last day of the week set forth in the corresponding 13-Week Forecast) that includes such day; provided, however, that prior to April 7, 2013, “4-Week Rolling Period” shall mean, for any day, the period beginning on the first day of the week which includes the Petition Date and ending on the last day of the week (which last day of the week shall be consistent with the last day of the week set forth in the corresponding 13-Week Forecast) that includes such day.

“4-Week Rolling Period Variance Report” shall have the meaning set forth in Section 6.01(e).

“13-Week Forecast” shall mean a 13-week cash flow forecast for the Loan Parties substantially in the form attached hereto as Exhibit H or such other form as shall be acceptable to the Backstop DIP Lenders, each together with any supporting schedules. As used herein, “13-Week Forecast” shall (i) include a forecast of all cash flow transactions of the Loan Parties whether or not in the ordinary course of business and (ii) initially refer to the “13-Week Forecast” delivered by the Borrower to the Administrative Agent and the Backstop DIP Lenders on the Effective Date for the period beginning with the week which includes the Petition Date through the thirteenth week thereafter, as authorized by the Interim Order and, thereafter, the most recent 13-Week Forecast delivered by the Borrower to the Administrative Agent and the Backstop DIP Lenders in accordance with Section 6.01(e). Each 13-Week Forecast shall be acceptable to the Backstop DIP Lenders.

“13-Week Forecast 4-Week Amount” means, for any 4-Week Rolling Period, the sum of the respective Total Receipts or Total Adjusted Disbursements, as applicable, for each week in such 4-Week Rolling Period as set forth in the most recent 13-Week Forecast containing such week.

“2013 Monthly Budget” means a business plan and projected operating budget for the Parent and its Subsidiaries for the 2013 calendar year, broken down by calendar month, including income statements, balance sheets, cash flow statements, projected capital expenditures, asset sales, cost savings and head count reductions, targeted facility closures, targeted facility idlings and other milestones, a line item for total available liquidity for the period covered thereby and setting forth the anticipated uses of cash (including the Loan proceeds) for such period and such other business plan metrics as are mutually agreed by the Borrower and the Backstop DIP Lenders. As part of the 2013 Monthly Budget, the chief financial officer of Borrower shall certify that the 2013 Monthly Budget has been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation. The 2013 Monthly Budget shall be acceptable to the Backstop DIP Lenders.

“Administrative Agent” means, subject to Section 10.13, Cantor Fitzgerald Securities, in its capacity as administrative agent under the Loan Documents, or any successor administrative agent appointed in accordance with Section 10.09.

“Administrative Agent’s Office” means, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form agreed to by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person

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specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, partners, agents, advisors, representatives and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Administrative Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Aggregate Unused Commitments” means the unused Commitments of all the Lenders.

“Agreement” means this Senior Secured Debtor-in-Possession Credit Agreement, as amended, restated, supplemented or otherwise modified.

“Agreement Currency” has the meaning specified in Section 11.17.

“Antitrust Laws” means the Sherman Act, the Clayton Act, Hart-Scott Rodino Act, the Federal Trade Commission Act, in each case, as amended, and all other federal, state and foreign statutes, rules regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

“Applicable Lending Office” means for any Lender, such Lender’s office, branch or affiliate, if any, designated for Loans, as notified to the Administrative Agent and the Borrower or as otherwise specified in the Assignment and Assumption pursuant to which such Lender became a party hereto, any of which offices may, subject to Section 3.01(e), be changed by such Lender upon 10 days’ prior written notice to the Administrative Agent and the Borrower; provided, that, for the purposes of the definition of “Excluded Taxes” and Section 3.01, any such change shall be deemed an assignment made pursuant to an Assignment and Assumption.

“Approved Budget” means, collectively, the 2013 Monthly Budget, the initial 13-Week Forecast beginning with the week which includes the Petition Date through the 13th week thereafter and each subsequent 13-Week Forecast delivered pursuant to Section 6.01(e) and approved by the Backstop DIP Lenders, and any supporting schedules, together with any updates or supplements to any of the foregoing, in each case in form and substance satisfactory to the Backstop DIP Lenders.

“Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“Assignees” has the meaning specified in Section 11.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.

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“Attorney Costs” means and includes all fees, expenses and disbursements of any law firm or other external legal counsel.

“Audited Financial Statements” means the audited consolidated balance sheet of the Parent for the fiscal year ended December 31, 2011 and the related audited consolidated statements of income, shareholders’ equity and cash flows of the Parent for the fiscal year ended December 31, 2011.

“Avoidance Actions” means any and all claims or causes of action arising under Chapter 5 (other than Section 506(c) or Section 724(a)) of the Bankruptcy Code to avoid transfers, preserve or transfer liens or otherwise recover property of the estate and the proceeds thereof and property received thereby whether by judgment, settlement or otherwise. “Avoidance Actions” do not include claims or causes of action pursuant to Section 549 of the Bankruptcy Code and the proceeds thereof, to the extent the transfer avoided was of an asset otherwise constituting Collateral securing the Senior Notes on the Petition Date.

“Backstop Commitment” means, as to each Backstop DIP Lender, its obligation to make Loans to the Borrower pursuant to Section 2.02(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Backstop DIP Lender’s name on Schedule 2.02(b), as such amount may be reduced from time to time in accordance with Section 2.06 or increased from time to time in accordance with Section 11.07(i). On the Effective Date, the sum of the Backstop Commitments for the Backstop DIP Lenders equals $0.

“Backstop DIP Lenders” means, collectively, ASOF II Investments, LLC, American Securities Opportunities Fund, LP, American Securities Opportunities Fund (B), L.P., ECF Value Fund, L.P., ECF Value Fund II, L.P., ECF Value Fund International, LTD. and, to the extent holding a Backstop Commitment specified on Schedule 2.02(b), each of their respective Affiliates.

“Backstop Loan” shall have the meaning specified in Section 2.02(b).

“Bankruptcy Code” shall mean title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto.

“Bankruptcy Court” shall have the meaning provided in the Preliminary Statements.

“Borrower” has the meaning specified in the preamble to this Agreement.

“Bonding Liens” means any Lien constituting a Permitted Lien pursuant to Section 7.01(b) that (i) is existing on the Petition Date and (ii) had been either (x) cash collateralized prior to the Petition Date or (y) collateralized prior to the Petition Date by a letter of credit that has been cash collateralized and, in each case, only to the extent of such cash collateral.

“Borrowing” means a borrowing consisting of Loans made by each of the Lenders pursuant to Section 2.01 (and, in the event of funding of Backstop Loans in accordance with Section 2.02(b), Backstop Loans made by the Backstop DIP Lenders pursuant to Section 2.02(b)).

“Borrowing Date” shall mean the date (which shall be a Business Day) of the Borrowing of Loans under Section 2.01.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the province or state where the Administrative Agent’s Office is located and in the State of New York.

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“Capital Expenditures” means, with respect to any Person, all expenditures by such Person which should be capitalized in accordance with GAAP and, without duplication, the amount of all Capitalized Leases incurred by such Person

“Capitalized Leases” means, for any Person, all leases that are required to be, in accordance with GAAP, recorded as capitalized leases on the balance sheet (excluding footnotes thereto) of such Person.

“Carve-Out” means (a) so long as no Event of Default has occurred and is continuing, allowed professional fees and expenses for professionals retained by the Debtors or any statutory committees appointed in the Cases incurred prior to the occurrence of an Event of Default, subject to entry of a customary order of the Bankruptcy Court allowing such fees and expenses; (b) following and during the continuance of an Event of Default, allowed professional fees and expenses for professionals retained by the Debtors or any statutory committees appointed in the Cases, subject to entry of a customary order of the Bankruptcy Court allowing such fees and expenses, which expenses and fees were incurred solely following such Event of Default, in an aggregate amount not to exceed $2,500,000; and (c) United States Trustee’s fees pursuant to 28 U.S.C. 1930(a)(6) and 31 U.S.C. 3717.

“Cases” shall have the meaning provided in the Preliminary Statements.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Parent or any Subsidiary:

(a)Dollars and Euros;

(b)securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), maturing, unless such securities are deposited to defease any Indebtedness, not more than six months from the date of acquisition;

(c)certificates of deposit and Eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500,000,000 and a rating at the time of acquisition thereof of P-1 or better from Moody’s or A-1 or better from S&P;

(d)repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(e)commercial paper having the highest rating obtainable from Moody’s or S&P and in each case maturing within six months after the date of acquisition;

(f)securities issued and fully guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority thereof, rated at least “A” by Moody’s or S&P and having maturities of not more than six months from the date of acquisition; and

(g)money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition.

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“Cash Management Bank” means any Lender or any Affiliate of a Lender providing treasury, depository and/or cash management services to the Parent or any Subsidiary or conducting any automated clearing house transfers of funds.

“Cash Management Obligations” means obligations owed by the Parent or any Subsidiary to any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository or cash management services or any automated clearing house transfers of funds.

“Casualty Event” means any event that gives rise to the receipt by the Borrower or any Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“CFC” means an entity that is a controlled foreign corporation of the Borrower under Section 957 of the Code.

“Change in Law” shall mean (a) the adoption of any law, treaty, order, policy, rule or regulation after the date of this Agreement, (b) any change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) the making or issuance of any guideline, request or directive issued or made after the date hereof by any central bank or other Governmental Authority (whether or not having the force of law).

“Change of Control” means the earliest to occur of:

(i)    the Company ceasing to be a direct Wholly-owned Subsidiary of the Parent;

(ii)    at any time Continuing Directors shall not constitute at least a majority of the Board of Directors of the Parent;

(iii)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than thirty-five percent (35%) of the then outstanding voting stock of the Parent other than the Principals or the Backstop DIP Lenders or their respective Affiliates; or

(iv)    a “change of control” or any comparable term under, and as defined in, the Existing Credit Agreement or the Senior Indenture other than as a result of the Backstop DIP Lenders or their respective Affiliates becoming beneficial owners of voting stock.

“Chapter 11 Plan” shall have the meaning specified in Section 4.01(h).

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and Treasury regulations promulgated and rulings issued thereunder.

“Collateral” means all the “Collateral” as defined in any Collateral Document.

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“Collateral Agent” means Cantor Fitzgerald Securities, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent appointed in accordance with Section 10.09.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(a)the Collateral Agent shall have received each Collateral Document required to be delivered on the Effective Date pursuant to Section 4.01 of this Agreement or pursuant to Section 6.11 or Section 6.13 of this Agreement at such time as set forth therein, duly executed by each Loan Party party thereto;

(b)all Obligations shall have been unconditionally guaranteed (the “Guarantees”) by the Parent and each Subsidiary (other than a CFC or any Subsidiary that is directly or indirectly owned by a CFC) including, as of the Effective Date, those that are listed on Schedule 1 hereto (each, a “Guarantor”) and such guarantees shall be substantially in the form of Exhibit F (the “Guarantee”); provided, that, with respect to any Subsidiary that is not Wholly-owned, the obligation to provide a Guarantee shall be subject to any limitations or prohibitions arising under constituent documents, any shareholder or joint venture agreement, or applicable law relating to the granting of Guarantees; and provided, further, that such Subsidiary shall use commercially reasonable efforts and shall take all reasonable actions necessary or desirable to remedy any such limitations or restrictions in the grant of such Guarantees;

(c)except to the extent otherwise provided hereunder or under any Collateral Document, the Obligations and the Guarantees shall have been secured (after giving effect to the Orders) by a first priority (subject only to the Orders, the Permitted Senior Liens and the Carve-Out) security interest in (i) all the Equity Interests of any direct or indirect Domestic Subsidiary of the Borrower (other than any Domestic Subsidiary that is directly or indirectly owned by a CFC), (ii) 66% of the issued and outstanding voting Equity Interests and 100% of the non-voting Equity Interests of each Subsidiary that is a CFC and that is directly held by the Borrower or by any Subsidiary of the Borrower (other than another CFC) and (iii) 100% of the Equity Interests of any Subsidiary that is a Foreign Subsidiary (other than a CFC) that is directly held by the Borrower or by any Subsidiary of the Borrower (other than any Subsidiary that is a CFC or that is directly or indirectly owned by a CFC); provided, that, in the case of clauses (ii) and (iii) hereof, (A) the pledge of any shares in respect of any Subsidiaries that are not Wholly-owned Subsidiaries shall be limited to the shares actually owned by the applicable pledgor and (B) with respect to any Subsidiary that is not Wholly-owned, the obligation to grant security shall be subject to any limitations or prohibitions arising under the constituent documents, any shareholder or joint venture agreement or applicable Law relating to the grant of security; and provided, further, that, with respect to the foregoing clause (B), such grantor shall use commercially reasonable efforts and shall take all reasonable actions necessary or desirable to remedy any such limitations or restrictions in the grant of such pledge;

(d)the Obligations and the Guarantees shall have been secured (after giving effect to the Orders) by a first priority (subject only to the Orders, the Permitted Senior Liens and the Carve-Out) security interest in all Indebtedness of the Borrower and each Subsidiary that is owing to any Loan Party and any such Indebtedness owing to a Loan Party by any Non-Loan Party shall be evidenced by a promissory note or an instrument and shall have been pledged pursuant to the applicable Collateral Document;

(e)except to the extent otherwise provided hereunder or under any Collateral Document, the Obligations and the Guarantees shall have been secured (after giving effect to the Orders) by a perfected security interest in, and mortgages on, substantially all tangible and intangible assets of the Borrower and each other Guarantor (including but not limited to accounts receivable, inventory, machinery

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and equipment, investment property, cash, intellectual property, other general intangibles, owned and leased real property and proceeds of the foregoing);

(f)if requested by the Backstop DIP Lenders, the Administrative Agent and the Backstop DIP Lenders shall have received a perfection certificate, UCC financing statements and short-form intellectual property security agreements; and

(g)none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01.

Notwithstanding the foregoing, no pledge of any shares or Collateral and no Guarantee shall be required to be given by any such pledgor or grantor that is a Foreign Subsidiary to the extent (1) prohibited by applicable Law or (2) where the grant of such security, pledge or Guarantee would result in a significant risk to the directors or officers of such grantor, pledgor or Guarantor of contravention of their fiduciary duties and/or criminal or civil liability to such directors or officers; provided, that in each of the foregoing clauses (1) and (2), such grantor, pledgor or guarantor or the officers and directors thereof, as applicable, shall use commercially reasonable efforts and shall take all reasonable actions necessary or desirable to remedy any such limitations or restrictions and make the granting of such security interests, Guarantee or pledge of Collateral feasible.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in particular assets if and for so long as the Backstop DIP Lenders determine in their reasonable discretion that the cost of creating or perfecting such pledges or security interests in such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

The Backstop DIP Lenders may grant extensions of time for the perfection of security interests in particular assets (including extensions beyond the Effective Date for the perfection of security interests in the assets of the Loan Parties on such date) where they reasonably determine that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

“Collateral Documents” means, collectively, the Pledge and Security Agreement, the Orders, collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent and the Lenders pursuant to Section 4.01, Section 6.11 or Section 6.13 of this Agreement, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the Collateral Agent for the benefit of the Secured Parties.

“Collateral Trust and Intercreditor Agreement” means the Collateral Trust and Intercreditor Agreement, dated as of December 23, 2009, among the Borrower, the Parent, the other guarantors party thereto, U.S. Bank National Association, as trustee under the Senior Indenture, Whitebox Advisors LLC, as the administrative agent under the Existing Credit Agreement, the other Priority Debt Representatives (as defined therein), and the Collateral Trustee.

“Collateral Trustee” means U.S. Bank National Association, solely in its capacity as collateral trustee under the Collateral Trust and Intercreditor Agreement and any other Existing Credit Document, or any successor collateral trustee.

“Commitment” means, as to each Lender, its obligation to make Loans to the Borrower pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption

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pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Common Equity Interests” means, with respect to any Person, any Equity Interest (other than Preferred Equity Interests) of such Person, whether outstanding on the Effective Date or issued thereafter.

“Communications” has the meaning specified in Section 11.02(e).

“Company” has the meaning specified in the preamble to this Agreement.

“Compensation Period” has the meaning specified in Section 2.12(c)(ii).

“Consistent with the Approved Budget” means, with respect to any day, unless otherwise authorized by the Bankruptcy Court and agreed to by the Backstop DIP Lenders, Total Receipts and Total Adjusted Disbursements for the related 4-Week Rolling Period do not vary adversely from the corresponding 13-Week Forecast 4-Week Amount for such 4-Week Rolling Period by more than the Permitted Deviation, such that, without limitation, (i) the Loan Parties shall not use cash collateral or the proceeds of Loans to (x) purchase inventory, equipment or any other property or asset in any 4-Week Rolling Period such that Total Adjusted Disbursements for such 4-Week Rolling Period are in excess of the corresponding 13-Week Forecast 4-Week Amount by more than the Permitted Deviation, or (y) pay total operating expenses in any 4-Week Rolling Period such that Total Adjusted Disbursements for such 4-Week Rolling Period are in excess of the corresponding 13-Week Forecast 4-Week Amount by more than the Permitted Deviation; and (ii) the Total Receipts received for any 4-Week Rolling Period are not less than the corresponding 13-Week Forecast 4-Week Amount for such 4-Week Rolling Period by more than the Permitted Deviation, other than as the result of a Borrowing in an amount less than the Loan proceeds included in such 13-Week Forecast 4-Week Amount with respect to Total Receipts. Notwithstanding the foregoing: (i) the Loan Parties shall be permitted to pay (x) the fees and expenses of estate-retained professionals (whether or not such fees or expenses exceed the anticipated amounts thereof specified in the 2013 Monthly Budget or the most recent 13-Week Forecast) to the extent approved by the Bankruptcy Court and (y) any amount authorized by the Bankruptcy Court and agreed to by the Backstop DIP Lenders; (ii) any expenditure or payment of any amount referred to in clause (i) or the incurrence of any Loan therefor or the application of the proceeds of any Loan to make such expenditure or payment shall be deemed Consistent with the Approved Budget and (iii) the Loan amount for any week shall not exceed the amount for such week specified in the Approved Budget (without giving effect to any Permitted Deviation).

“Continuing Directors” means the directors, managers or equivalent body of the Parent on the Effective Date, and each other director, manager or equivalent body, if, in each case, such other director’s, manager’s or equivalent body’s nomination for election to the board of directors, board of managers or other governing body of the Parent is recommended by a majority of the then Continuing Directors.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate”.

“Credit Extension” means a Borrowing.

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“Creditors’ Committee” means the statutory committee of unsecured creditors appointed by the U.S. Trustee in the Cases of the Debtors pursuant to Bankruptcy Code section 1102, if any, as such committee membership may be reconstituted from time to time.

“Debtor” and “Debtors” shall have the meaning assigned to each such term in the Preliminary Statements.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or any similar foreign, federal or state law for the relief of debtors from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to the Normal Rate plus, to the fullest extent permitted by applicable Laws, 2.0%.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the Borrower and the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) failed, within one (1) Business Day after request by the Administrative Agent, to provide written confirmation that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under the Debtor Relief Laws, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.14(d)) upon delivery of written notice of such determination to the Borrower and each Lender.

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“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“DIP Facility” shall have the meaning provided in the Preliminary Statements.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale of Equity Interests and any Sale Leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise on or prior to the date that is one year after the Maturity Date (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments to the extent required by the terms of this Agreement), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, on or prior to the date that is one year after the Maturity Date, (c) provides for the scheduled payments of dividends in cash on or prior to the date that is one year after the Maturity Date, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests; provided, that, if such Equity Interests are issued pursuant to a plan for the benefit of employees of the Parent, the Company or any of its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Parent, the Company or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Effect of Bankruptcy” means, with respect to any obligation, contract or agreement to which the Borrower or any Subsidiary of the Borrower is a party, any default or other legal consequences arising on account of the commencement or the filing of the Cases, as applicable (including the implementation of any stay), or the rejection of any such obligation, contract or agreement with the approval of the Bankruptcy Court if required under applicable law.

“Effective Date” means the date all the conditions precedent in Section 4.01 are satisfied or waived.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund of a Lender, (d) any Qualified Participant and (e) any other Person (other than an individual) that is an “accredited investor” (as defined in Regulation D of the Securities Act) approved (such approval not to be unreasonably withheld or delayed) by the Backstop DIP Lenders and, if such Person is an Ineligible Person, the Borrower.

“Environmental Laws” means any Federal, state, local or foreign statute, law, ordinance, rule, regulation, common law, code, order, writ, judgment, injunction, decree or judicial or agency

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interpretation, policy or guidance relating to pollution or protection of the environment, health and safety as it relates to any Hazardous Material or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“Environmental Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, any Environmental Permit or Hazardous Material or arising from alleged injury or threat to health and safety as it relates to any Hazardous Material or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) of any Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time and Treasury regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Loan Party and is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations at any facility of any Loan Party or ERISA Affiliate as described in Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan, notification of any Loan Party or ERISA Affiliate concerning the imposition of withdrawal liability or notification that a Multiemployer Plan is insolvent or is in reorganization within the meaning of Title IV of ERISA (or that is in endangered or critical status, within the meaning of Section 305 of ERISA); (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections

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4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; (g) on or after the effectiveness of the Pension Act, a determination that any Pension Plan is, or is expected to be, in “at-risk” status (within the meaning of Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code); or (h) the conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Pension Plan.

“Event of Default” has the meaning specified in Section 9.01.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 12:00 noon (New York, New York time) on such day on the Reuters Fedspot page for such currency; in the event that such rate does not appear on any Reuters page, the Exchange Rate shall be determined by the Administrative Agent to be the rate quoted by it at the spot rate purchased by it of U.S. Dollars with Euros through its principal foreign exchange trading office at approximately 12:00 noon on the date as of which the foreign computation is made.

“Excluded Taxes” means, (a) with respect to each Agent and each Lender, taxes (including any additions to tax, penalties and interest) imposed on its overall net income or net profits (including any branch profits or franchise taxes imposed in lieu thereof) by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as the case may be, is resident or deemed to be resident, is organized, maintains an Applicable Lending Office, or carries on business or is deemed to carry on business (other than a jurisdiction in which such Agent or such Lender would not have been treated as carrying on business but for its execution or delivery of any Loan Document or its exercise of its rights or performance of its obligations thereunder) to which such payment relates, (b) any withholding tax that is imposed by the United States on amounts payable to an Agent or a Lender under the law in effect at the time such Agent or Lender becomes a party to this Agreement (or, in the case of a Participant, on the date such Participant became a Participant hereunder) or is attributable to an Agent’s, Lender’s or Participant’s failure or inability to comply with Section 3.01(f); provided, that, this clause (b) shall not apply to the extent that (x) the indemnity payments or additional amounts any Agent or Lender (or Participant) would be entitled to receive (without regard to this clause (b)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Agent or Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer or (y) any Tax is imposed on an Agent or a Lender in connection with an interest or participation in any Loan or other obligations that such Lender was required to acquire pursuant to Section 2.13 or that such Agent or Lender acquired pursuant to Section 3.07(b) (it being understood and agreed, for the avoidance of doubt, that any withholding tax imposed on an Agent, Lender or Participant (i) as a result of a Change in Law occurring after the time such Agent or Lender became a party to this Agreement (or designates a new lending office) or such Participant acquires its participation shall not be an Excluded Tax) and (ii) as a result of a change in circumstances (such as an Agent, Lender or Participant’s change in its jurisdiction of organization, but not a change in circumstances made at the request of the Borrower), other than a Change in Law, with respect to such Agent, Lender or Participant after the time such Agent or Lender became a party to this Agreement (or designates a new lending office) or such Participant acquires its participation, shall be considered an Excluded Tax but only to the extent such withholding tax would have been imposed on such Agent, Lender

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or Participant and would have been an Excluded Tax under such circumstances at the time such Agent or Lender became a party to this Agreement (or designated a new lending office) or such Participant acquired its participation), and (c) any United States withholding tax that is imposed as a result of such recipient’s failure or inability to comply with the requirements of FATCA to establish an exemption from such withholding tax pursuant to FATCA.

“Existing Credit Agreement” means the Amended and Restated Credit Agreement, dated as of August 12, 2011, among the Borrower, the Parent, Whitebox Advisors LLC, as administrative agent and collateral agent, and the lenders party thereto.

“Existing Credit Documents” means the Loan Documents (as defined in the Existing Credit Agreement).

“Existing Indebtedness” means (i) Indebtedness of the Company or any of its Subsidiaries outstanding on or immediately prior to the Effective Date and listed on Schedule 1.01A hereto and (ii) Indebtedness of any Non-Loan Party incurred on or after the Effective Date under any of the agreements listed on Schedule 1.01D with the prior written consent of the Backstop DIP Lenders.

“Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the board of directors of the Parent, whose determination, unless otherwise specified below, shall be conclusive. Notwithstanding the foregoing, the determination of Fair Market Value by the board of directors of the Parent shall be evidenced by a resolution certified by the secretary or an assistant secretary of the Parent to have been duly adopted by the board of directors of the Parent and to be in full force and effect on the date of such certification delivered to the Backstop DIP Lenders if the Fair Market Value exceeds $500,000.

“FATCA” means Sections 1471 through 1474 of the Code as enacted on the date hereof (or any amended version that is substantively comparable), and any regulations thereunder or official interpretations thereof.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided, that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Final Order” means, collectively, the order of the Bankruptcy Court entered in the Cases after a formal hearing under Bankruptcy Rule 4001(c)(2) or such other procedures as approved by the Bankruptcy Court which order shall be substantially in the form of the Interim Order and shall otherwise be satisfactory in form and substance to the Backstop DIP Lenders and reasonably satisfactory to the Administrative Agent to the extent the Administrative Agent’s rights and obligations under this Agreement or any other Loan Document are adversely affected thereby, and from which no appeal or motion to reconsider has been timely filed (or any such appeal or motion has been conclusively resolved in favor of the Borrower) and such order in any respect is not subject of a stay or injunction pending appeal (unless the Backstop DIP Lenders waive such requirement), together with all extensions, modifications, amendments or supplements thereto, in form and substance satisfactory to the Backstop DIP Lenders and reasonably satisfactory to the

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Administrative Agent to the extent the Administrative Agent’s rights and obligations under this Agreement or any other Loan Document are adversely affected thereby, which, among other matters but not by way of limitation, provides substantially similar approvals, authorizations and confirmations as set forth in the Interim Order, authorizes the Borrower to obtain the Loans up to the Maximum Availability and approves this Agreement and the other Loan Documents.

“Final Order Deadline” means the date that is 23 days after the Interim Order Entry Date.

“Final Order Entry Date” shall mean the date on which the Final Order is entered by the Bankruptcy Court.

“Fiscal Year” means the fiscal year of the Parent and its Subsidiaries ending on December 31 of each calendar year.

“Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to or by, or entered into with, any Loan Party or any Subsidiary with respect to employees outside the United States.

“Foreign Subsidiary” means any direct or indirect Subsidiary of the Borrower which is not a Domestic Subsidiary. The Borrower’s Foreign Subsidiaries as of the Effective Date are identified on Schedule 1.01B hereto.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“GAAP” means generally accepted accounting principles in the United States, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent and the Backstop DIP Lenders that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Backstop DIP Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“Governmental Authority” means any nation or government, any state, provincial, territorial or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Governmental Authorization” means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

“Granting Lender” has the meaning specified in Section 11.07(g).

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“Guarantee” has the meaning specified in the definition of “Collateral and Guarantee Requirement”.

“Guarantee Obligations” means, with respect to any Person, any obligation or arrangement of such Person to guarantee or intended to guarantee any Indebtedness or other payment obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the Obligation of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement other than to non-affiliated vendors in the ordinary course of business, (c) any liabilities with recourse to such Person in such Person’s capacity as a general partner in any partnership or (d) any Obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof. The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Guarantee Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“Guarantors” has the meaning specified in the definition of “Collateral and Guarantee Requirement.”

“Guaranty” means, collectively, (a) the Guarantee and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, mold, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person that is a Lender or an Affiliate of a Lender at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto.

“Immaterial Subsidiary” means, at any date of determination, each Subsidiary (other than the Borrower), that has been designated by the Borrower in writing to the Administrative Agent and the Backstop DIP Lenders as an “Immaterial Subsidiary” for purposes of this Agreement (and not redesignated as a Material Subsidiary as provided below), and all Subsidiaries thereof, provided, that, (a) for purposes of this Agreement, at no time shall (i) the total assets of all Immaterial Subsidiaries, in the aggregate, at the last day of the most recent four consecutive fiscal quarter period then ended be equal to or exceed 1.0% of the consolidated total assets of the Parent and its Subsidiaries at such date or (ii) the gross revenues for such period of all Immaterial Subsidiaries, in the aggregate, equal or exceed 1.0% of the consolidated gross revenues of the Parent and its Subsidiaries for such period, in each case determined in accordance with GAAP, (b) the Borrower shall not designate any new Immaterial Subsidiary if such designation would not

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comply with the provisions set forth in clause (a) above, and (c) if the total assets or gross revenues of all Subsidiaries so designated by the Borrower as “Immaterial Subsidiaries” (and not redesignated as “Material Subsidiaries”), and all Subsidiaries thereof, shall at any time exceed the limits set forth in clause (a) above, then all such Subsidiaries shall be deemed to be Material Subsidiaries unless and until the Borrower shall redesignate one or more Immaterial Subsidiaries as Material Subsidiaries, in each case in a written notice to the Administrative Agent, and, as a result thereof, the total assets and gross revenues of all Subsidiaries still designated as “Immaterial Subsidiaries,” and all Subsidiaries thereof, do not exceed such limits. The Borrower’s Immaterial Subsidiaries as of the Effective Date are identified on Schedule 1.01C hereto.

“Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money; (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such person upon which interest charges are customarily paid or accrued; (d) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person; (e) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business); (f) all Indebtedness of others secured by any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (g) all Capitalized Lease obligations, purchase money obligations and synthetic lease obligations of such person; (h) all hedging obligations to the extent required to be reflected on a balance sheet of such person; (i) all obligations of such person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; and (j) all Guarantee Obligations of such person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (a) through (i) above. The Indebtedness of any person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such person is liable therefor as a result of such person’s ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such person is not liable therefor.

“Indemnified Liabilities” has the meaning specified in Section 11.05.

“Indemnitees” has the meaning specified in Section 11.05.

“Ineligible Person” means a Person who (i) is a direct competitor of the Parent or any of its Subsidiaries or (ii) is directly and principally engaged in business activities which either relate to the operations of a Permitted Business or support the operations of a Permitted Business; provided, however, that no professional money manager or Approved Fund thereof shall be considered an “Ineligible Person” solely because it holds investments in Persons who are direct competitors of the Parent or any Subsidiary or directly and principally engaged in business activities which either relate to the operations of a Permitted Business or support the operations of a Permitted Business.

“Information” has the meaning specified in Section 11.08.

“Initial Borrowing Date” means the first date on which the Borrower borrows Loans under this Agreement.

“Intellectual Property” has the meaning specified in Section 5.16.

“Interest Payment Date” means the last Business Day of each month, commencing on the first such day to occur after the Effective Date, and the Maturity Date.

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“Interim Order” means, collectively, the order of the Bankruptcy Court entered in the Cases after an interim hearing (assuming satisfaction of the standards prescribed in Section 364 of the Bankruptcy Code and Bankruptcy Rule 4001 and other applicable law), which, among other matters, but not by way of limitation, (i) grants a Superpriority Claim to Lenders, (ii) authorizes, on an interim basis, the Borrower and the other Loan Parties to execute and perform under the terms of this Agreement and the other Loan Documents, (iii) authorizes the Borrower to pay to the Administrative Agent and the Backstop DIP Lenders (as applicable) from proceeds of the Loans or from other funds at closing all fees and actual reasonable expenses of Agents and Backstop DIP Lenders required to be paid for which invoices have been presented on or before the Effective Date, (iv) authorizes the Guarantors to make the Guarantees, (v) authorizes the Borrower to obtain the Loans up to the Maximum Availability, (vi) authorizes the Loan Parties to grant Liens under this Agreement and the other Loan Documents, as the case may be, (vii) confirms that the Loans, Obligations, this Agreement and the Loan Documents are not subject to the Collateral Trust and Intercreditor Agreement (as defined in the Existing Credit Agreement) and, in each case, is not be subject to any stay or injunction or otherwise subject to reversal on appeal as to any Loans funded hereunder (for the avoidance of doubt, the Borrower may obtain Loans up to the Maximum Availability during any applicable appeal period), (viii) provides that the Obligations are secured by continuing, valid, binding, enforceable, non-avoidable, and automatically perfected post-petition security interests pursuant to sections 361, 362, 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, which are senior and superior in priority to the security interests of all other secured and unsecured creditors of the Loan Parties’ estate, upon and to be upon all Collateral subject to the Carve-Out and claims in respect of the Existing Credit Agreement and (ix) is in form and substance satisfactory to the Backstop DIP Lenders and reasonably satisfactory to the Administrative Agent to the extent the Administrative Agent’s rights and obligations under this Agreement or any other Loan Document are adversely affected thereby.

“Interim Order Entry Date” means the date on which the Bankruptcy Court enters the Interim Order.

“Interim Period” shall have the meaning set forth in the definition of “Maximum Availability”.

“Investment” means, with respect to any Person, (a) all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans or other extensions of credit (including Guarantee Obligations), advances, capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP (other than investments in multi-client seismic libraries, data, working interests or leasehold interests acquired in connection with the provision of seismic data acquisition services), and (b) all purchases or other acquisitions for consideration by such Person of all or substantially all of the assets that comprise a division or business unit or a substantial part or all of the business of another Person (other than acquisitions of multi-client seismic libraries, data, working interests or leasehold interests acquired in connection with the provision of seismic data acquisition services).

If the Parent or any Subsidiary of the Parent sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Parent such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Parent, the Parent shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Investment in such Subsidiary not sold or disposed of. The acquisition by the Parent or any Subsidiary of the Parent of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Parent or such Subsidiary in such

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third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person.

“Judgment Currency” has the meaning specified in Section 11.17.

“Laws” means, collectively, all international, foreign, federal, state, provincial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“Lender” means the Backstop DIP Lenders and any Other Lender that may be a party to this Agreement from time to time, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender”.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, deemed trust, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Borrower under Article II.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral Documents, (iv) the Guarantees, (v) the perfection certificates (if any), (vi) each Secured Hedge Agreement and (vii) the fee agreements referred to in Section 2.09, in each case as amended, amended and restated, supplemented, modified, extended, renewed, refinanced or replaced from time to time.

“Loan Notice” means a notice of a Borrowing, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or any other form acceptable to the Administrative Agent and the Backstop DIP Lenders.

“Loan Parties” means, collectively, (i) the Borrower and (ii) the Guarantors.

“Master Agreement” has the meaning specified in the definition of “Swap Contract”.

“Material Adverse Deviation” means, as of any date of determination, unless otherwise authorized by the Bankruptcy Court and agreed to by the Backstop DIP Lenders, an adverse deviation for the corresponding 4-Week Rolling Period of more than the Permitted Deviation from the 13-Week Forecast 4-Week Amount for such 4- Week Rolling Period with respect to Total Receipts or Total Adjusted Disbursements.

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, condition (financial or otherwise), performance, or properties of the Parent and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders or the Agents under any Loan Document; provided that a Material Adverse Effect shall not be deemed to exist as a result of the Cases, the events

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leading to the Cases, the events, developments or circumstances described in the Parent’s filings with the SEC prior to the Effective Date or the Effect of Bankruptcy.

“Material Contract” means, with respect to any Person, each contract to which such Person is a party involving the aggregate consideration payable to or by such Person of $500,000 or more in any Fiscal Year or otherwise material to the business, condition (financial or otherwise), operations, performance, or properties of such Person and its Subsidiaries, taken as a whole.

“Material Subsidiary” means, at any date of determination, each Subsidiary (other than the Borrower) that is not an Immaterial Subsidiary (but including, in any case, any Subsidiary that has been designated as a Material Subsidiary as provided in, or has been designated as an Immaterial Subsidiary in a manner that does not comply with, the definition of “Immaterial Subsidiary”).

“Maturity Date” means the date that is the earliest to occur of the following: (i) the date that is 4 months after the Effective Date; (ii) the date the Obligations are accelerated pursuant to the terms of this Agreement; and (iii) the effective date of the Chapter 11 Plan.

“Maximum Availability” means (a) at any time after the entry of the Interim Order but prior to the entry of the Final Order (such period, the “Interim Period”), an aggregate amount not to exceed the least of (i) $15,000,000, (ii) the amount authorized by the Bankruptcy Court pursuant to the Interim Order, and (iii) the aggregate amount of Loans Consistent with the Approved Budget (without giving effect to any Permitted Deviation); and (b) at any time after entry of the Final Order approving the Post-petition Liens, an amount not to exceed the least of (i) $25,000,000, (ii) the amount authorized by the Bankruptcy Court pursuant to the Final Order, and (iii) the aggregate amount of Loans Consistent with the Approved Budget (without giving effect to any Permitted Deviation), minus the aggregate amount of Loans borrowed by the Borrower during the Interim Period. For the avoidance of doubt, (x) if the Final Order does not approve the Post-petition Liens or the Final Order is not otherwise in form and substance reasonably satisfactory to the Backstop DIP Lenders, the Lenders shall have no commitment to make any additional Loans, the Commitment of each Lender will be reduced by the amount of such Lender’s unused Commitment, the Backstop Commitment shall be reduced to $0 and the Maximum Availability shall be reduced to $0 and (y) neither the Backstop DIP Lenders nor the other Lenders shall be required to make any Loans in excess of the Maximum Availability for any reason, including, without limitation, to pay the fees and expenses of estate-retained professionals.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Net Cash Proceeds” means:

(a)with respect to the Disposition of any asset by any Loan Party or any Subsidiary not permitted under clauses (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Section 7.05 or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of any Loan Party or any Subsidiary) over (ii) the sum of

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(A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents, the Existing Credit Agreement and the Senior Notes), (B) the reasonable out-of-pocket fees and expenses actually incurred by the Loan Party or such Subsidiary in connection with such Disposition or Casualty Event (including, without limitation, reasonable attorney’s fees, consultant, brokerage and closing costs incurred in connection with such transaction), (C) taxes paid or reasonably estimated to be actually payable or that are actually accrued in connection therewith within the current tax year as a result of any gain recognized in connection therewith, and (D) a reasonable reserve for (i) any purchase price adjustment or (ii) any liabilities associated with such asset or assets and retained by the Loan Party or any Subsidiary after such sale or other Disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or any indemnification payments (fixed and contingent) attributable to the seller’s obligations to the purchaser undertaken by the Loan Party or any Subsidiary in connection with such sale, lease, transfer or other disposition (but excluding any purchase price adjustment or any indemnity that, by its terms, will not under any circumstances be made prior to the Maturity Date); and

(b)with respect to the sale or issuance by the Parent of its Common Equity Interests, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such sale or issuance over (ii) the underwriting discounts and commissions or similar payments, and other out-of-pocket costs, fees, commissions, premiums and expenses, incurred by the Parent in connection with such sale or issuance (including, without limitation, reasonable attorney’s fees, consultant, brokerage and closing costs incurred in connection with such transaction) to the extent such amounts were not deducted in determining the amount referred to in clause (i); provided, however, that Net Cash Proceeds shall not include any funds received in connection with the exercise of stock options granted to employees or directors of the Borrower or any of its Subsidiaries.

“Non-Consenting Lender” has the meaning specified in Section 3.07(d).

“Non-Loan Party” means any Subsidiary of the Parent that is not a Loan Party.

“Normal Rate” means 9.25%.

“Note” means a promissory note of the Borrower payable to any Lender or its assigns, in substantially the form of Exhibit C hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from the Loans made or acquired by such Lender.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or other Subsidiary arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any other Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (y) obligations of any Loan Party or any other Subsidiary arising under any Secured Hedge Agreement, and (z) Cash Management Obligations (as amended, amended and restated, supplemented, modified, extended, renewed, refinanced or replaced from time to time). Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of any of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the

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obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or any other Subsidiary under any Loan Document and (b) the obligation of any Loan Party or any other Subsidiary to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.

“Orders” means, collectively, the Interim Order and the Final Order and any amendment, modification or supplement thereto in form and substance acceptable to the Backstop DIP Lenders and reasonably satisfactory to the Administrative Agent to the extent the Administrative Agent’s rights and obligations under this Agreement or any other Loan Document are adversely affected thereby.

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, declaration, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Lender” means any Lender other than a Backstop DIP Lender.

“Other Taxes” has the meaning specified in Section 3.01(b).

“Outstanding Amount” means, with respect to the Loans on any date, the outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date.

“Parent” has the meaning specified in the preamble to this Agreement.

“Participant” has the meaning specified in Section 11.07(d).

“Participant Register” has the meaning specified in Section 11.07(d).

“Participation Period” means the period commencing upon entry of the Interim Order and ending on March 20, 2013.

“PBGC” means the Pension Benefit Guaranty Corporation (or any successor thereof).

“Pension Act” means the Pension Protection Act of 2006, as amended.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time since January 1, 2003.

“Permitted Business” means those lines of business and activities conducted by the Parent and its Subsidiaries on the date hereof and any business reasonably related or ancillary thereto.

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“Permitted Deviation” means 15%.

“Permitted Investments” means (i) the Investments referenced in clauses (a), (b), (f) and (g) below and (ii) upon the Loan Parties obtaining all requisite approvals from the Bankruptcy Court and solely to the extent that such Investments are Consistent with the Approved Budget (without giving effect to any Permitted Deviation), the Investments referenced in any clause below (with the exception of Investments referenced in clauses (a), (b), (f) and (g)):

(a)any Investment in the Parent, in the Borrower or in a Wholly-owned Subsidiary of the Parent that is a Guarantor;

(b)any Investment in cash or Cash Equivalents;

(c)any Investment made as a result of the receipt of non-cash consideration from a Disposition that was made pursuant to and in compliance with Sections 7.04 and 7.05;

(d)obligations in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

(e)stock, obligations or securities received in satisfaction of judgments;

(f)advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Parent or its Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business; and

(g)commission, payroll, travel and similar advances to officers and employees of the Parent or any of its Subsidiaries that are expected at the time of such advance ultimately to be recorded as an expense in conformity with GAAP.

“Permitted Lien” shall have the meaning set forth in Section 7.01 hereof.

“Permitted Senior Liens” shall mean (i) Liens securing the Existing Credit Agreement, (ii) the Carve-Out and (iii) any other Permitted Liens, but only to the extent such other Permitted Liens constitute (x) Bonding Liens set forth on Schedule 1.01E or (y) other Permitted Liens in an amount not exceed $500,000 in the aggregate and are, in either case, valid, enforceable, non-avoidable Liens and security interests that are perfected prior to the Petition Date (or perfected after the Petition Date to the extent permitted by Section 546(b) of the Bankruptcy Code), which are not subject to avoidance, reduction, disallowance, impairment or subordination pursuant to the Bankruptcy Code or applicable nonbankruptcy law and which are senior in priority to the Liens under this Agreement under applicable law and after giving effect to the Orders. For the avoidance of doubt, the Liens securing the Senior Notes shall not constitute Permitted Senior Liens.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Petition Date” shall have the meaning specified in the Preliminary Statements.

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“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) other than a Foreign Plan, established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Pledge and Security Agreement” means the Pledge and Security Agreement in the form attached hereto as Exhibit G-1 among the Loan Parties and the Collateral Agent.

“Post-petition Liens” shall have the meaning provided in the Interim Order.

“Preferred Equity Interests” means, with respect to any Person, any Equity Interests of such Person that have preferential rights to any other Equity Interests of such Person with respect to dividends or redemptions upon liquidation.

“Prepayment Notice” means a notice of prepayment in respect of any voluntary or mandatory prepayment in substantially the form of Exhibit B or any other form acceptable to the Administrative Agent and the Backstop DIP Lenders.

“Principals” means Avista Capital Partners, L.P. and its Affiliates, Maple Leaf Partners, L.P. and its Affiliates, Kestrel Capital, L.P., Petroleum Geo-Services ASA and its Affiliates, and Somerset Capital Partners, Steven A. Webster and William R. Ziegler.

“Priority Lien Documents” means the Existing Credit Documents and the Senior Note Documents.

“Pro Rata Backstop Share” means, with respect to each Backstop DIP Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Backstop Commitment of such Backstop DIP Lender at such time and the denominator of which is the amount of the sum of the Backstop Commitments of all Backstop DIP Lenders at such time.

“Pro Rata Loan Share” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the Outstanding Amount of the Loans of such Lender at such time and the denominator of which is the Outstanding Amount of all Loans at such time.

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments at such time; provided, that, if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Pro Rata Unused Commitment Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the unused Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Unused Commitments at such time.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

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“Qualified Participant” means any holder or group of Affiliated holders of Senior Notes (the “Group”) that (i) is (or, in the case of a Group, each member of such Group is) an “accredited investor” (as defined in Regulation D of the Securities Act), (ii) holds more than $1,000,000 in principal amount of the Senior Notes and (iii) has informed the Administrative Agent of its desire to participate as a Lender no later than March 18, 2013. To the extent that any member or members of a Group individually hold less than $1,000,000 of Senior Notes, such member or members shall select one Person reasonably satisfactory to the Backstop DIP Lenders and the Administrative Agent (which Person shall individually qualify as a Qualified Participant if, after giving effect to the aggregation of holdings of all participating members of the Group, such Person holds more than $1,000,000 in principal amount of the Senior Notes) to become a “Lender” on behalf of all such members of the Group, with each such individual member purchasing a participation in the Loans and Commitments held by such Person.

“Register” has the meaning specified in Section 11.07(c).

“Registered” means, with respect to Intellectual Property, issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.

“Reportable Event” means with respect to any Plan any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means, with respect to a Borrowing of Loans, a Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders having at least 70% of the Total Facility Exposure; provided, that, the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer, controller, or other similar officer or a Person performing similar functions of a Loan Party and, as to any document delivered on the Effective Date, any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Investment” means any Investment other than a Permitted Investment.

“Restricted Payment” has the meaning specified in Section 7.06(a).

“Restructuring Support Agreement” means that certain Restructuring Support Agreement, dated as of January 15, 2013, among the Parent, American Securities Opportunities Advisors, LLC, Gates Capital Management, Inc., the other noteholders party thereto, Avista Capital Partners, L.P. and Avista Capital Partners (Offshore), L.P., as amended, supplemented or otherwise modified.

“Restructuring Term Sheet” has the meaning set forth in the Restructuring Support Agreement.

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“Sale Leaseback” means any transaction or series of related transactions pursuant to which any Loan Party or Subsidiary (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

“Sanction(s)” means any international economic sanction administered or enforced by the Office of Foreign Assets Control of the United States Department of the Treasury, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Hedge Agreement” means any Swap Contract permitted under Section 7.03(f) that is entered into by and between any Loan Party or any Subsidiary and any Hedge Bank.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Cash Management Banks, the Hedge Banks, each Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 10.02.

“Securities Act” means the Securities Act of 1933.

“Senior Indenture” means the Indenture dated as of December 23, 2009 by and among the Company, the Parent and US Bank National Association, as Trustee pursuant to which the Senior Notes have been issued, as amended, supplemented or modified prior to the date hereof and from time to time in accordance with the provisions hereof.

“Senior Notes Documents” means the Senior Indenture, the Senior Notes, the Security Documents (as defined in the Senior Indenture) and any related document.

“Senior Notes” means the $300,000,000 9.75% Senior Notes due 2014, issued by the Company pursuant to the Senior Notes Documents.

“SPC” has the meaning specified in Section 11.07(g).

“Specified Remediation Plan” has the meaning set forth in Section 6.04(b).

“Specified Sites” has the meaning set forth in Section 6.04(b).

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of principal or interest was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Debt” has the meaning specified in Section 7.06(a).

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“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent.

“Superpriority Claim” means a claim against any Debtor which is an administrative expense claim having priority over any or all administrative expenses of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code.

“Supplemental Administrative Agent” has the meaning specified in Section 10.13(a) and “Supplemental Administrative Agents” shall have the corresponding meaning.

“Swap Contract” means (a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark to market value(s) for such Swap Contracts, as reasonably determined by the Hedge Bank in accordance with the terms thereof and in accordance with customary methods for calculating mark-to-market values under similar arrangements by the Hedge Bank.

“Synthetic Debt” means, with respect to any Person, without duplication of any clause within the definition of “Indebtedness,” all (a) obligations of such Person under any lease that is treated as an operating lease for financial accounting purposes and a financing lease for tax purposes (i.e., a “synthetic lease”), (b) obligations of such Person in respect of transactions entered into by such Person, the proceeds from which would be reflected on the financial statements of such Person in accordance with GAAP as cash flows from financings at the time such transaction was entered into (other than as a result of the issuance of Equity Interests) and (c) obligations of such Person in respect of other transactions entered into by such Person that are not otherwise addressed in the definition of “Indebtedness” or in clause (a) or (b) above that are intended to function primarily as a borrowing of funds (including, without limitation, any minority interest transactions that function primarily as a borrowing).

“Taxes” has the meaning specified in Section 3.01(a).

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“Threshold Amount” means $500,000.

“Total Adjusted Disbursements” means, with respect to each week in any 13-Week Forecast, the sum of the cash disbursements (including uses and fundings) made by the Loan Parties in respect of operating expenditures or otherwise for such week; provided, that, “Total Adjusted Disbursements” shall not include the fees and expenses of estate-retained professionals (whether or not such fees or expenses exceed the anticipated amounts thereof specified in the 2013 Monthly Budget or the most recent 13-Week Forecast).

“Total Facility Exposure” means the sum of (a) Total Outstandings and (b) aggregate unused Commitments in effect at such time.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans.

“Total Receipts” means, with respect to each week in any 13-Week Forecast, the sum of the cash receipts (including sources and remittances) received by the Loan Parties in respect of accounts receivable or otherwise for such week.

“Trading Day” means a day during which trading in securities generally occurs on the NYSE Amex.

“Transaction” means, collectively, the transactions to occur on or prior to the Effective Date pursuant to the Loan Documents and the Cases, including, without limitation, (a) the entering into by the Loan Parties of the Loan Documents on or prior to the Effective Date, (b) the making of any Credit Extensions under this Agreement, (c) the granting by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (d) the continuation of the Cases, (e) the consummation of any other transactions in connection with the foregoing, and (f) the payment of the fees and expenses incurred in connection with any of the foregoing.

“Unaudited Financial Statements” means the unaudited consolidated balance sheet of the Parent as of September 30, 2012 and the related consolidated statements of income, changes in equity and cash flows of the Parent for each fiscal quarter ended September 30, 2012.

“Uniform Commercial Code” and “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any security interest in any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“USA PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal amount of such Indebtedness.

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“Wholly-owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly-owned Subsidiaries of such Person.

“Withdrawal Liability” means the liability of a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

Section 1.02.Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)(i) The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(i)Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(ii)The term “including” is by way of example and not limitation.

(iii)The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

(d)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03.Accounting Terms.

(a)All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b) [Reserved]

(c)Where reference is made to “the Parent and its Subsidiaries on a consolidated basis” or similar language, such consolidation shall not include any subsidiaries of the Parent other than Subsidiaries.

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Section 1.04.Rounding. Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05.References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.06.Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07.Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day.

Section 1.08.Currency Equivalents Generally.

(a)Any amount specified in this Agreement (other than in Article II and Article XI or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount be determined in a manner consistent with the definition of Exchange Rate.

(b)For purposes of determining compliance under Sections 7.05 and 7.06, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating net income in the Parent’s annual financial statements delivered pursuant to Section 6.01(a)(i); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness.

ARTICLE IITHE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01.The Loans. Subject to and upon the terms and conditions set forth herein, each Lender with a Commitment severally agrees to make Loans denominated in U.S. Dollars to the Borrower; provided that, after giving effect to any Borrowing of such Loans:

(i)if such Borrowing occurs at any time during the Interim Period, the Outstanding Amount shall not exceed the Maximum Availability at such time;

(ii)if such Borrowing occurs after entry of the Final Order, the Outstanding Amount (less the aggregate amount of Loans borrowed by the Borrower during the Interim Period) shall not exceed the Maximum Availability at such time; and

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(iii)each Lender’s Pro Rata Share of the Outstanding Amount shall not exceed the Commitment of such Lender on the Borrowing Date.

Once repaid, Loans incurred hereunder may not be re-borrowed.

Section 2.02.Borrowings.

(d)Each Borrowing shall be made upon the Borrower’s irrevocable notice to the Administrative Agent and the Backstop DIP Lenders of such Borrowing, which may be given by telephone. Each such notice must be received by the Administrative Agent and the Backstop DIP Lenders not later than 12:00 noon (New York, New York time) three (3) Business Days before the requested date of such Borrowing. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent and the Backstop DIP Lenders of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Loan Notice shall specify, as applicable, (i) that the Borrower is requesting a Borrowing, (ii) the requested date of the Borrowing (which shall be a Business Day), and (iii) the principal amount of Loans to be borrowed.

(e)Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Unused Commitment Share of the applicable Loans. In the case of each Borrowing, (i) each Lender shall make (or cause its Applicable Lending Office to make) the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 10:00 a.m. (New York, New York time) on the Business Day specified in the applicable Loan Notice (i.e., “Borrowing Date”); and (ii) if any Other Lender shall have failed to make the amount of its Loan so available not later than such time, (x) the Administrative Agent shall forthwith (but in any event not later than 11:00 a.m. (New York, New York time) on such Borrowing Date) notify each Backstop DIP Lender of the amount of its Pro Rata Backstop Share of such defaulted Loan (as to such Backstop DIP Lender, a “Backstop Loan”); (y) each Backstop DIP Lender shall make (or cause its Applicable Lending Office to make) its Pro Rata Backstop Share of such Backstop Loans available to the Administrative Agent in immediately available funds at the Administrative Agent’s office not later than 3:00 p.m. (New York, New York time) on such Borrowing Day; and (z) a portion of the unused Commitment of such Other Lender equal to the amount of such Backstop Loan as to each Backstop DIP Lender shall, automatically and without any consent or other action by such Backstop DIP Lender or any other Person, be reallocated to such Backstop DIP Lender (whereupon such Commitment so reallocated shall be deemed part of the utilized Commitments of such Backstop DIP Lender). Upon satisfaction of the applicable conditions set forth in Sections 4.01, 4.02 and/or 4.03, as applicable, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(f)The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Section 2.03.[Reserved]

Section 2.04.[Reserved]

Section 2.05.Prepayments.

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(a)Optional Prepayments. If agreed by the Backstop DIP Lenders, the Borrower may, upon delivery of a Prepayment Notice to the Administrative Agent, at any time or from time to time, voluntarily prepay Loans in whole or in part; provided, that such notice must be received by the Administrative Agent and the Backstop DIP Lenders not later than 12:00 noon (New York, New York time) one (1) Business Day prior to the date of such prepayment. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each Lenders of its receipt of such notice and of the amount of such Lender’s Pro Rata Loan Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(b)Mandatory Prepayments. If agreed by the Backstop DIP Lenders, except with respect to any Disposition or Casualty Event listed on Schedule 2.05(b) as to which the following provisions of this Section 2.05(b) shall not apply:

(i)If the Parent, the Borrower or any Domestic Subsidiary Disposes of any property, which Disposition results in the realization or receipt by the Parent, the Borrower or such Domestic Subsidiary of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(v), of Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds.

(ii)If (A) any Foreign Subsidiary Disposes of any property or (B) any Casualty Event occurs with respect to any property of the Parent, the Borrower or any Domestic Subsidiary or Foreign Subsidiary, which Disposition or Casualty Event results in the realization or receipt by the Parent, the Borrower or such Domestic Subsidiary or Foreign Subsidiary of Net Cash Proceeds, the Borrower shall, subject to the provisions of Section 2.05(b)(v), make a prepayment, in accordance with Section 2.05(b)(iv), of Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds.

(iii)[Reserved].

(iv)On any day on which the Outstanding Amount (less the aggregate amount of Loans borrowed by the Borrower during the Interim Period in the case of the following clause (b)) exceeds (a) during the Interim Period, the lesser of the Aggregate Commitments and Maximum Availability at such time and (b) after entry of the Final Order, the lesser of the Aggregate Commitments and Maximum Availability at such time, then in each case, the Borrower shall pay to the Administrative Agent at the Administrative Agent’s Office on such day an amount of cash equal to the amount of such excess.

(v)On each occasion that the Borrower must make a prepayment of the Loans out of Net Cash Proceeds of any Disposition or Casualty Event pursuant to Section 2.05(b), the Borrower shall make such prepayment (A) in the case of prepayments required pursuant to Section 2.05(b)(i), as promptly as reasonably practicable, but in any event within two (2) Business Days, after the last day of the month in which the date of realization or receipt of such Net Cash Proceeds occurs, (B) in the case of prepayments required pursuant to Section 2.05(b)(ii), as promptly as reasonably practicable, but in any event within two (2) Business Days, after the date of realization or receipt of such Net Cash Proceeds, and (C) in the case of prepayments required pursuant to Section 2.05(b)(iv), immediately.

(vi)The Borrower shall notify the Administrative Agent and the Backstop DIP Lenders in writing of any mandatory prepayment of Loans required to be made pursuant to this

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Section 2.05(b) at least five (5) Business Days (and, in the case of clause (iv) above, immediately upon becoming aware that any such mandatory prepayment of Loans is required) prior to the date of such prepayment pursuant to a Prepayment Notice. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s Pro Rata Loan Share of the prepayment. Notwithstanding anything to the contrary contained in this Section 2.05(b), any Lender may, by notice in writing to the Borrower given at least one (1) Business Day prior to the date of any prepayment otherwise required pursuant to this Section 2.05(b), elect not to have such prepayment applied to the outstanding principal amount of its Loans, in which case the amount of such prepayment that would otherwise be applied to the outstanding principal amount of such Lender’s Loans shall be retained by the Borrower and may be used by the Borrower or any other Loan Party for any lawful purpose permitted by the terms of the Loan Documents.

(vii)Upon any mandatory prepayment of the principal amount of the Loans held by any Lender pursuant to this Section 2.05(b), or any optional prepayment of the principal amount of the Loans held by any Lender pursuant to Section 2.05(a), the utilized Commitment of such Lender shall be permanently reduced by a corresponding amount.

(c)Prepayments Pro Rata. Subject to the provisions of Section 2.05(b)(vi), any prepayment of Loans pursuant to this Section 2.05 shall be paid to the Lenders in accordance with their respective Pro Rata Loan Shares.

(d)Interest. All prepayments under this Section 2.05 shall be accompanied by all accrued interest thereon.

Section 2.06.Termination or Reduction of Commitments.

(a)Optional.

(viii)The Borrower may, upon written notice to the Administrative Agent, and the Backstop DIP Lenders terminate or permanently reduce the Aggregate Unused Commitments on the fifteenth (15th) day of any calendar month; provided that (A) any such notice shall be received by the Administrative Agent and the Backstop DIP Lenders not later than 12:00 noon (New York, New York time) on the seventh (7th) day prior to the date of such termination or reduction, and (B) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof.

(ix)The Administrative Agent will promptly notify the Lenders of any termination or reduction of Aggregate Unused Commitments under this Section 2.06(a).

(x)Upon any partial reduction of the Aggregate Unused Commitments under this Section 2.06(a), the Commitment of each Lender shall be reduced by such Lender’s Pro Rata Unused Commitment Share of such partial reduction.

(xi)Upon (x) such termination or reduction of Aggregate Unused Commitments or (y) any funding of any Loans by Other Lenders, the Backstop Commitments of the Backstop DIP Lenders will automatically be reduced by such Backstop DIP Lender’s Pro Rata Backstop Share of the amount of such termination or reduction or the principal amount of Loans so funded. Upon any

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funding of Backstop Loans by any Backstop DIP Lender, the Backstop Commitment of such Backstop DIP Lender will automatically be reduced by the principal amount of such Backstop Loan so funded.

(b)Mandatory. The Aggregate Commitments and any Backup Commitments shall terminate on the earlier to occur of (i) the Maturity Date, (ii) the Final Order Deadline to the extent that the Final Order has not been entered by then and (iii) the termination of the Commitments in accordance with the provisions hereof.

Section 2.07.Repayment of Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Lenders on the Maturity Date, the aggregate principal amount of all of its Loans outstanding on such date; provided that, notwithstanding the foregoing, if the Maturity Date occurs pursuant to clause (iii) of the definition thereof, the Outstanding Amount of the Loans shall be satisfied with the treatment provided for DIP Lender Claims (as defined in the Chapter 11 Plan) as set forth in and pursuant to Section II.A.(ii) of the Chapter 11 Plan, which provides that the Lenders shall receive on account of the DIP Lender Claims (as defined in the Chapter 11 Plan) newly-issued shares of common stock of reorganized Geokinetics Inc. in full settlement, release and discharge of the Outstanding Amount of the Loans in the manner set forth on Schedule 2.07.

Section 2.08.Interest.

(a)Subject to the provisions of Section 2.08(b), the outstanding principal amount of each Loan shall bear interest from the Effective Date at a rate per annum equal to the Normal Rate.

(b)Upon the occurrence and during the continuance of an Event of Default, the outstanding principal amount of each Loan and, to the fullest extent permitted by applicable Laws, all other past due Obligations will bear interest at a rate per annum equal to the Default Rate. Accrued and unpaid interest on past due Obligations (including interest on past due interest) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.09.Fees. The Borrower agrees to pay to the Administrative Agent for its own account the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent and to perform any other obligations contained therein.

Section 2.10.Computation of Interest. All computations of interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid; provided, that, any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. Except as otherwise expressly provided in this Agreement, all interest hereunder shall be payable in cash.

Section 2.11.Evidence of Indebtedness.

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(a)The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be primafacie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

(b)Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.11(a), and by each Lender in its account or accounts pursuant to Section 2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided, that, the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

Section 2.12.Payments Generally.

(a)All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office and in immediately available funds not later than 12:00 noon (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Loan Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office. All payments received by the Administrative Agent after 12:00 noon (New York City time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b)If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c)Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

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(i)if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate;

(ii)if any Lender failed to make such payment (unless the Backstop DIP Lenders fund such payment pursuant to Section 2.02(b)), such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, then in the event the Administrative Agent has funded a Loan in advance of receipt of funds from a Defaulting Lender or otherwise made a payment to the Borrower on behalf of such Defaulting Lender, the Administrative Agent may make a demand therefor upon the Borrower and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder; and

(iii)if any Lender failed to fund or make such payment and Backstop DIP Lenders funded such payment pursuant to Section 2.02(b), Section 2.14 shall apply.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

(d)If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e)The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and neither the Administrative Agent nor any Lender shall be responsible for the failure of any other Lender to make its Loan or purchase its participation.

(f)Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

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(g)Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Loan Share of the Outstanding Amount of all Loans outstanding at such time in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

Section 2.13.Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, prorata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Section 2.14.Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(a)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.

(b)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.09 shall be applied at such time or times as may be determined

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by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Required Lenders, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to any reallocation of Commitments effected pursuant to Section 2.02(b) or clause (c) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.14(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(c)Reallocation of Commitment of Defaulting Lender. Upon the failure of any Other Lender to fund a Loan as required and the funding of Backstop Loans by the Backstop DIP Lenders in lieu thereof pursuant to Section 2.02(b), portions of the unused Commitments of such Other Lenders shall be reallocated to the Backstop DIP Lenders as specified in Section 2.02(b) (whereupon such Commitments so reallocated shall be deemed part of the utilized Commitments of the Backstop DIP Lenders). In addition, in the event any Other Lender becomes a Defaulting Lender, all or any part of such Defaulting Lender’s unused Commitment shall be reallocated among the Backstop DIP Lenders in accordance with their respective Pro Rata Backstop Shares (calculated without regard to such Defaulting Lender’s Commitment and the Commitments of any Lenders that are not Backstop DIP Lenders) but only to the extent that (x) the conditions set forth in Article IV are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) with respect to each Backstop DIP Lender, such reallocation does not cause such Backstop DIP Lender’s Pro Rata Share (calculated based on Commitments after giving effect to such reallocation) of the Total Facility Exposure to exceed such Backstop DIP Lender’s Commitment (calculated based on Commitments after giving effect to such reallocation). No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Backstop DIP Lender as a result of such Backstop DIP Lender’s increased exposure following such reallocation.

(d)Defaulting Lender Cure. If the Administrative Agent and the Required Lenders agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to any reallocation of

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Commitments effected pursuant to Section 2.02(b) or clause (c) above), whereupon (i) the Commitments thereof previously reallocated pursuant to Section 2.02(b) or clause (c) above will be reallocated back to such Lender and (ii) such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Section 2.15.No Discharge; Survival of Claims. Each Loan Party agrees that (a) the Obligations hereunder shall not be discharged by the entry of an order confirming a Chapter 11 Plan in the Cases (and each Loan Party pursuant to Section 1141(d)(4) of the Bankruptcy Code hereby waives any such discharge) and (b) the Superpriority Claim granted to the Administrative Agent and the Lenders pursuant to the Orders and the Liens granted to the Administrative Agent pursuant to the Orders shall not be affected in any manner by the entry of an order confirming a Chapter 11 Plan in the Cases.

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ARTICLE IIITAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

Section 3.01.Taxes.

(g)Except as provided in this Section 3.01, any and all payments by the Borrower or any Guarantor to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, excluding the Excluded Taxes (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower or any Guarantor shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or Guarantor shall make such deductions, (iii) the Borrower or Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), the Borrower shall furnish to such Agent or Lender (as the case may be) the original or a facsimile copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. If the Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to any Agent or any Lender the required receipts or other required documentary evidence, the Borrower shall indemnify such Agent and such Lender for any Taxes that may become payable by such Agent or such Lender arising out of such failure.

(h)In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (all such non-excluded taxes described in this Section 3.01(b) being hereinafter referred to as “Other Taxes”).

(i)The Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable and paid under this Section 3.01) payable by such Agent and such Lender and (ii) any reasonable expenses arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Such Agent or Lender, as the case may be, will, at the Borrower’s request, provide the Borrower with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts, and shall include reasonable supporting documentation, as the case may be. Payment under this Section 3.01(c) shall be made within ten (10) days after the date such Lender or such Agent makes a demand therefor. For the avoidance of doubt, the Borrower shall not be required to indemnify any Lender or Agent under this Section 3.01(c) with respect to any Taxes that have been compensated for by the payment of any additional amounts pursuant to Section 3.01(a) or Other Taxes pursuant to Section 3.01(b).

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(j)If any Lender or Agent determines, in its reasonable discretion, that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower pursuant to this Section 3.01, it shall remit such refund as soon as practicable after it is determined that such refund pertains to Taxes or Other Taxes (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to the Borrower, net of all reasonable out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided, that, the Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund (plus any penalties, interest or other charges imposed by the relevant taxing authority) to such party in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided, that, such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

(k)Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to legal and regulatory restrictions) to designate another Applicable Lending Office for any Loan affected by such event; provided, that (i) such designation would eliminate or reduce amounts payable pursuant to Section 3.01(a) or (c), as the case may be, and (ii) such efforts are made on terms that, in the judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no economic, legal or regulatory disadvantage; and provided, further, that nothing in this Section 3.01(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.01(a) or (c). The Borrower agrees to pay all reasonable costs and expenses incurred by any Lender or Agent in connection with any such designation.

(l)Each Lender organized under the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and delivery of this Agreement, and from time to time thereafter as reasonably requested in writing by the Borrower (but only so long thereafter as the Lender remains lawfully able to do so), provide each of the Borrower and the Administrative Agent with two properly completed and executed original Internal Revenue Service Forms W-8BEN, W-8ECI or W-IMY (together with any required attachments, if any), as appropriate, or any successor or other form prescribed by the Internal Revenue Service certifying that such Lender is exempt from or entitled to a reduced rate of U.S. withholding tax on payments pursuant to this Agreement. In the case of a Lender that is claiming the “portfolio interest” exemption, such Lender hereby represents to the Borrower and the Administrative Agent that it is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower or (iii) a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code). If any form or document referred to in this Subsection requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service Form W-8BEN, W-8ECI, W-IMY or the related representation described above, that the applicable Lender reasonably considers to be confidential, such Lender shall give notice thereof to the Borrower and shall not be obligated to include in such form or document such confidential information. If any Lender is a “United States person” within the

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meaning of Section 7701(a)(3) of the Code, such Lender shall, on or prior to the date of its execution and delivery of this Agreement, and from time to time thereafter as reasonably requested in writing by the Borrower (but only so long thereafter as the Lender remains lawfully able to do so), provide to each the Borrower and the Administrative Agent with two properly completed and executed original Internal Revenue Service W-9 Forms. Notwithstanding any other provision of this Section 3.01, a Lender shall not be required to deliver any form pursuant to this Section 3.01(f) that such Lender is not legally able to deliver. Without limiting the generality of the foregoing, if any payment made hereunder or under any other Loan Document would be subject to United States withholding tax imposed pursuant to FATCA if the recipient of such payment fails to comply with applicable reporting and other requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such recipient shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable law or as reasonably requested by the Borrower or the Administrative Agent, (A) two accurate, complete and signed certifications and other documentation prescribed by applicable law and reasonably satisfactory to the Borrower and the Administrative Agent that establish that such payment is exempt from United States federal withholding tax imposed pursuant to FATCA or to determine the amount to deduct and withhold from such payment and (B) any other documentation reasonably requested by the Borrower or the Administrative Agent sufficient for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such recipient has complied with such applicable reporting and other requirements of FATCA, or to determine the amount to deduct and withhold from such payment.

Section 3.02.Illegality. If any provision of this Agreement or any of the other Loan Documents would obligate the Borrower to make any payment of interest with respect to any of the Total Facility Exposure or other amount payable to the Administrative Agent or any Lender in an amount or calculated at a rate which would be prohibited by any Law then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by any applicable law or so result in a receipt by the Administrative Agent or such Lender of interest with respect to its Total Facility Exposure at a criminal rate, such adjustment to be effected, to the extent necessary, as follows:

(i)first, by reducing the amount or rates of interest required to be paid to the Administrative Agent or the affected Lender under Section 2.08; and

(ii)thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Administrative Agent or the affected Lender which would constitute interest with respect to the Total Facility Exposure for purposes of any applicable law.

Section 3.03.[Reserved]

Section 3.04.Increased Cost and Reduced Return; Capital Adequacy.

(e)If any Lender reasonably determines that as a direct result of the introduction of or any Change in Law or a change in the interpretation of any Law with which such Lender is required to comply, in each case, after the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Loan, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes covered by Section 3.01, or (ii) the imposition of, or any change in the rate of, any taxes imposed on or measured by net income (including branch profits) and franchise (and similar) taxes imposed in lieu of net income taxes payable by such Lender), then from time to time within fifteen (15) days after demand by such Lender setting forth in

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reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(f)If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case after the date hereof, would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender to a level below that which such Lender or the corporation controlling such Lender could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder, then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

(g)Subject to Section 3.06, failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation.

(h)If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided, that, such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided, further, that nothing in this Section 3.04(d) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a) or (b).

Section 3.05. [Reserved]

Section 3.06.Matters Applicable to All Requests for Compensation. Any Agent or Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder, which shall be conclusive absent manifest error. In determining such amount, such Agent or Lender may use any reasonable averaging and attribution methods. With respect to any Lender’s claim for compensation under Section 3.01 or Section 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than two hundred and seventy (270) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided, that, if the circumstance giving rise to such claim is retroactive, then such 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 3.07.Replacement of Lenders under Certain Circumstances.

(d)If at any time (i) any Lender requests reimbursement for amounts owing pursuant to Section 3.01 or Section 3.04 as a result of any condition described in such Sections, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall be obligated to) assign pursuant to Section 11.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement (or, with respect to clause (iii) above, all of its rights and obligations with respect to the Loans or Commitments that is the subject of the related consent, waiver

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or amendment) to one or more Eligible Assignees; provided, that, neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments, (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents and (C) any such assignment shall not be made if it conflicts with applicable Laws. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by the Required Lenders or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

(e)Any Lender being replaced pursuant to Section 3.07(a) above shall execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans, and the Borrower shall deliver replacement Notes evidencing such Loans as requested by the assignee Lender. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans, (B) all obligations of the Borrower owing to the assigning Lender together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and (C) upon such payment and, if so requested by the assignee Lender, the Borrower shall deliver to the assignee Lender a Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder with respect to the interests assigned, in addition to any other interest it may otherwise hold as a Lender under this Agreement, and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned interest, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.

(f) [Reserved]

(g)In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”.

Section 3.08.Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV

CONDITIONS PRECEDENT

Section 4.01.Effectiveness of this Agreement; Interim Period. The effectiveness of this Agreement and the obligation of each Lender to make Loans to the Borrower during the Interim Period are subject to the satisfaction of the following conditions precedent, except as otherwise agreed by the Backstop DIP Lenders:

(a)The Administrative Agent’s and the Backstop DIP Lenders’ receipt of the following, each of which shall be originals, facsimiles or electronic transmission in .pdf format (followed promptly by

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originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance satisfactory to the Backstop DIP Lenders:

(i)executed counterparts of this Agreement by the Borrower, the Parent and each Lender;

(ii)an original Note executed by the Borrower in favor of each Lender that has requested a Note;

(iii)each Collateral Document set forth on Schedule 2 required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party party thereto;

(iv)such certificates (including a certificate substantially in the form of Exhibit I) of resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Backstop DIP Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date;

(v)copies of recent Lien and intellectual property searches reasonably requested by the Backstop DIP Lenders with respect to the Loan Parties together with evidence that all existing material Liens (other than in respect of Liens permitted under Section 7.01) have been terminated and all actions required to terminate and release such Liens have been satisfactorily taken; and

(vi)good standing certificates or certificates of status, as applicable, and bring down certificates, for each Loan Party.

(b)The Lenders subject thereto and the Administrative Agent shall have received on or prior to the Effective Date, all documentation and other information reasonably requested by them in writing prior to the Effective Date in order to allow such Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

(c)The Backstop DIP Lenders shall be reasonably satisfied that all necessary governmental and third party consents and approvals necessary in connection with the Transaction have been obtained and be effective and all applicable waiting periods in respect thereof shall have expired without any adverse action being taken by any Governmental Authority and that no Law shall be applicable in the reasonable judgment of the Lenders that restrains or prevents the consummation of the Transaction.

(d)The Administrative Agent and the Backstop DIP Lenders shall have received a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in Sections 4.03(a) and (b).

(e)The Administrative Agent shall have received for its own account all fees, costs and expenses due and payable on or prior to the Effective Date hereunder and under any other Loan Document.

(f)The Administrative Agent and the Backstop DIP Lenders shall have received the Approved Budget (including, without limitation, the 2013 Monthly Budget and the initial 13-Week Forecast beginning with the week which includes the Petition Date through the 13th week thereafter), each in form and substance satisfactory to the Backstop DIP Lenders.

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(g)The Bankruptcy Court shall have entered the Interim Order, which shall be in full force and effect and which shall not have been reversed, vacated, or stayed and shall not have been amended, supplemented, or otherwise modified in a manner adverse to (i) the Lenders without the prior written consent of the Backstop DIP Lenders and (ii) the rights and obligations of the Agents under this Agreement or any other Loan Document without the prior written consent of the Administrative Agent.

(h)The Administrative Agent and the Backstop DIP Lenders shall have received a copy of all motions that the Borrower filed with the Bankruptcy Court on the Petition Date, all of which shall be in form and substance satisfactory to the Backstop DIP Lenders.

(i)The Borrower shall have filed with the Bankruptcy Court a chapter 11 plan and related disclosure statement, which are consistent with the Restructuring Term Sheet and the Restructuring Support Agreement and in form and substance satisfactory to the Backstop DIP Lenders (the “Chapter 11 Plan”).

For the sake of clarity, notwithstanding any other provision of this Agreement or any other Loan Document, (a) no assignments to the Administrative Agent or the Lenders of the Liens securing the Priority Lien Documents, and no consent by existing holders of “Priority Lien Obligations” (whether by Act of Instructing Debtholders (as defined in the Collateral Trust and Intercreditor Agreement) or otherwise), will be required as a condition to advances under this Agreement, and (b) the Obligations will not, and will not be required to, constitute “Priority Lien Obligations” under the Collateral Trust and Intercreditor Agreement.

Section 4.02.Post-Interim Period. The obligation of each Lender to make Loans to the Borrower after the Interim Period is subject to the satisfaction of the following conditions precedent, except as otherwise agreed by the Backstop DIP Lenders:

(a)The conditions set forth in Section 4.01 shall have been satisfied.

(b)The Bankruptcy Court shall have entered the Final Order, which shall be in full force and effect and which shall not have been reversed, vacated, or stayed and shall not have been amended, supplemented, or otherwise modified in a manner adverse to (i) the Lenders without the prior written consent of the Backstop DIP Lenders and (ii) the rights and obligations of the Agents under this Agreement or any other Loan Document without the prior written consent of the Administrative Agent.

(c)The Administrative Agent and the Backstop DIP Lenders shall have received a copy of all motions that the Borrower filed with the Bankruptcy Court prior to the date of the proposed Borrowing, all of which shall be in form and substance satisfactory to the Backstop DIP Lenders.

(d)The Administrative Agent and the Backstop DIP Lenders shall have received a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in Sections 4.03(a) and (b).

Section 4.03.Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent:

(a)The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension; provided, that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation or warranty that is qualified as to “materiality”, “Material

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Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(b)No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(c)The Administrative Agent and the Backstop DIP Lenders shall have received a Request for Credit Extension in accordance with the requirements hereof together with any additional information as the Administrative Agent or the Backstop DIP Lenders may reasonably request.

(d)At the time of the making of a Loan, the amount of such Loan shall be Consistent with the Approved Budget (without giving effect to any Permitted Deviation).

(e)Each Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Each of the Borrower and the Parent represents and warrants to the Agents and the Lenders that:

Section 5.01.Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each other Subsidiary (a) is duly incorporated, organized or formed, and validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) subject to the entry by the Bankruptcy Court of the Interim Order and the Final Order, has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) subject to the entry by the Bankruptcy Court of the Interim Order and the Final Order, is duly qualified and in good standing (to the extent such concept exists) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

Section 5.02.Authorization; No Contravention. Subject to the entry by the Bankruptcy Court of the Interim Order and the Final Order, the execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries (other than the Priority Lien Documents) or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material Law; except with respect to any breach, contravention or violation (but

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not creation of Liens) referred to in clause (b), to the extent that such breach, contravention or violation would not reasonably be expected to have a Material Adverse Effect.

Section 5.03.Governmental Authorization; Other Consents. Subject to the entry by the Bankruptcy Court of the Interim Order and the Final Order, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof as contemplated herein) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (ii) those approvals, consents, exemptions, authorizations or other actions, notices or filings set forth on Schedule 5.03, in each case the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect or to the extent that such noncompliance is permitted by final order of the Bankruptcy Court, and (iii) any approvals, consents, exemptions, authorizations or other actions, notices or filings necessary or required under the Priority Lien Documents. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Section 5.04.Binding Effect. Subject to the entry by the Bankruptcy Court of the Interim Order and the Final Order, this Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. Subject to the entry by the Bankruptcy Court of the Interim Order and the Final Order, this Agreement and each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing.

Section 5.05.Financial Statements; No Material Adverse Effect.

(a)The Audited Financial Statements and Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Parent as of the dates thereof and the consolidated results of operations of the Parent for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except (x) as otherwise disclosed to the Backstop DIP Lenders prior to the date hereof and (y) in the case of the Unaudited Financial Statements, for changes resulting from normal year end audit adjustments and the absence of footnotes.

(b)Since the date of the filing with the SEC of the Parent’s report on Form 10-Q for the quarter ended September 30, 2012, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

Section 5.06.Litigation. Except for the Cases and for the litigation matters that have been stayed by the commencement and continuation of the Cases or as set forth on Schedule 5.06, there is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries,

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including any Environmental Action, pending or threatened before any Governmental Authority or arbitrator that would be reasonably likely to have a Material Adverse Effect.

Section 5.07.Ownership of Property; Liens.

(a)Each Loan Party and, to the Borrower’s and the Parent’s knowledge, each of its Subsidiaries is the legal and beneficial owner of the Collateral pledged by it free and clear of any Lien, except for the Liens and security interest created or permitted under the Loan Documents including, any Liens permitted under Section 7.01.

(b)No Loan Party owns any fee interest in any real property. Each Loan Party and each of its Subsidiaries has good and defensible title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens (other than Liens permitted by Section 7.01) except for defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and except where the failure to have such title or other interest would not reasonably be expected to have a Material Adverse Effect. Set forth on Schedule 5.07(b)(ii) hereto is a complete and accurate list of all leases of Real Property (other than any lease or license of base camp sites or similar locations outside of the United States used for ongoing seismic operations being conducted in the ordinary course of business) under which the Loan Parties and their Subsidiaries are the lessees as of the Effective Date.

Section 5.08.Perfection of Security Interests. Upon entry of the Orders by the Bankruptcy Court and after giving effect to the Orders, the Collateral Agent shall have legal, valid and enforceable perfected Liens having the priority specified in the Orders on, and security interests in, all of the Loan Parties' right, title and interest in and to the Collateral and the proceeds thereof.

Section 5.09.Environmental Compliance. Except as would not be reasonably likely to result in a Material Adverse Effect:

(a)Except as otherwise set forth on Schedule 5.09(a), or as would not reasonably be expected to result in a material liability, the operations and properties of each Loan Party and, to the Borrower’s and the Parent’s knowledge, each of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without material, ongoing obligations or costs, and no circumstances exist that would be reasonably likely to (A) form the basis of a material Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties or (B) cause any such property to be subject to any material restrictions on ownership, occupancy, use or transferability under any Environmental Law.

(b)Except as otherwise set forth on Schedule 5.09(b) hereto, or as would not reasonably be expected to result in a material liability, none of the properties currently or formerly owned or operated by any Loan Party or, to the Borrower’s and the Parent’s knowledge, any of its Subsidiaries is listed or, to the Borrower’s and the Parent’s knowledge, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; there are no and never have been any underground or aboveground storage tanks other than in compliance with applicable Environmental Laws or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or, to the Borrower’s and the Parent’s knowledge, any of its Subsidiaries or, to the best of the Borrower’s and the Parent’s knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; other than in compliance with applicable Environmental Laws there is no asbestos or asbestos-

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containing material on any property currently owned or operated by any Loan Party or, to the Borrower’s and the Parent’s knowledge, any of its Subsidiaries; and Hazardous Materials have not been released, discharged or disposed of by any Loan Party or, to the Borrower’s and the Parent’s knowledge, any of its Subsidiaries or any predecessor on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries.

(c)Except as otherwise set forth on Schedule 5.09(c) hereto, or as would not reasonably be expected to result in a material liability, neither any Loan Party nor, to the Borrower’s and the Parent’s knowledge, any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or, to the Borrower’s and the Parent’s knowledge, any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries.

(d)Except as set forth in Schedule 5.09(d) or as would not reasonably be expected to result, individually or in the aggregate, in a material liability, each Loan Party and, to the Borrower’s and the Parent’s knowledge, each of its Subsidiaries has obtained all material Environmental Permits required for ownership and operation of its property and business. Except as set forth in Schedule 5.09(d), neither any Loan Party nor, to the Borrower’s and the Parent’s knowledge, any of its Subsidiaries has received any written notification pursuant to any applicable Environmental Law or otherwise has knowledge that (A) any material work, repairs, construction or Capital Expenditures are required to be made in order to be in or continue to be in compliance with any applicable Environmental Laws or any material Environmental Permit or (B) any Environmental Permit is about to be reviewed, made subject to new limitations or conditions, revoked, withdrawn or terminated.

(e)Except as set forth in Schedule 5.09(e), or as would not reasonably be expected to result in a material liability, no Loan Party nor, to the Borrower’s and the Parent’s knowledge, any other Subsidiary has contractually assumed any liability or obligation under or relating to any applicable Environmental Law.

Section 5.10.Taxes.

(a)Except as set forth in Schedule 5.10(a), each Loan Party has timely filed all material federal, provincial, state, municipal, foreign and other tax returns and reports required to be filed, and has timely paid all material federal, provincial, state, municipal, foreign and other taxes, assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets otherwise due and payable, except (x) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or (y) any taxes, fees or other charges the nonpayment of which is required or permitted under the Bankruptcy Code.

(b)Except as set forth in Schedule 5.10(b), as of the Effective Date, to the knowledge of the Borrower, there are no (i) material claims being asserted in writing with respect to any taxes, (ii) presently effective material waivers or extensions of statutes in writing with respect to any taxes, and (iii) tax returns being examined by, and no written notification of intention to examine has been received from, the Internal Revenue Service or any other taxing authority, in each case, with respect to the Loan Parties.

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(c)Except as set forth in Schedule 5.10(c), as of the Effective Date, neither any Loan Party nor, to the Borrower’s and the Parent’s knowledge, any of its Subsidiaries is party to any tax sharing agreement.

Section 5.11.Compliance with ERISA.

(a)Except as set forth in Schedule 5.11(a), each Plan is in material compliance with the applicable provisions of ERISA, the Code and other federal or state Laws.

(b) (i) No ERISA Event (other than the commencement of the Cases) has occurred or is reasonably expected to occur; (ii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 et seq. or 4243 of ERISA with respect to a Multiemployer Plan; and (iii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that would be subject to Section 4069 or 4212(c) of ERISA.

Section 5.12.Labor Matters. Except as set forth on Schedule 5.12, (a) there are no strikes pending or threatened against any Loan Party or, to the Borrower’s and the Parent’s knowledge, any Subsidiary that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (b) the hours worked and payments made to employees of the Loan Parties and, to the Borrower’s and the Parent’s knowledge, their Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable law dealing with such matters, and (c) all material payments due from the Loan Parties or, to the Borrower’s and the Parent’s knowledge, their Subsidiaries or for which any claim may be made against any Loan Party or its Subsidiary, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Loan Parties or such Subsidiary to the extent required by GAAP. The consummation of the Transaction will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or, to the Borrower’s and the Parent’s knowledge, any of its Subsidiaries (or any predecessor) is bound, other than collective bargaining agreements that, individually or in the aggregate, are not material to the Loan Parties and their Subsidiaries.

Section 5.13.Subsidiaries; Equity Interests. As of the Effective Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.13, and all of the outstanding Equity Interests in the Borrower and its Subsidiaries have been validly issued, are fully paid and nonassessable. As of the Effective Date, Schedule 5.13 sets forth the name and jurisdiction of organization of each Subsidiary, (a) sets forth the ownership interest of the Parent and any of its Subsidiaries in each of its Subsidiaries, including the percentage of such ownership, and (b) identifies each Person the Equity Interests of which are required to be pledged pursuant to the Collateral and Guarantee Requirement.

Section 5.14.Margin Regulations; Investment Company Act; USA PATRIOT Act.

(a)No Loan Party is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings will be used for any purpose that violates Regulation U.

(b)None of the Borrower, any Person Controlling the Borrower or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

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(c)Neither the Parent nor any of its Subsidiaries is in violation of any laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001 and the USA PATRIOT Act and the use of the proceeds of the Loans will not violate the Trading with the Enemy Act, as amended or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

Section 5.15.Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains when furnished any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided, that, with respect to projected financial information and proforma financial information, if any, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

Section 5.16.Intellectual Property. Set forth on Schedule 5.16 is a complete and accurate list of all Registered patents, trademarks, service marks, domain names and copyrights owned by each Loan Party or, to the Borrower’s and the Parent’s knowledge, any of its Subsidiaries as of the Effective Date, showing as of the Effective Date the jurisdiction in which each such item of Registered Intellectual Property is registered and the registration number. Each of the Loan Parties and, to the Borrower’s and the Parent’s knowledge, the other Subsidiaries own or have the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, know-how and other intellectual property recognized under applicable Law (collectively, “Intellectual Property”) that are material to the operation of their respective businesses as currently conducted and, to the knowledge of each Loan Party, no such Intellectual Property is infringing upon any Intellectual Property rights held by any other Person.

Section 5.17.OFAC. No Loan Party, nor, to the knowledge of the Borrower and the Parent, any Affiliate of any Loan Party or any partner, director, officer, employee, agent, trustee, administrator, manager, advisor or representative of any of the foregoing, (i) is currently the subject of any Sanctions, (ii) is located, organized or residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five (5) years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, has been used, directly or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender, or the Administrative Agent) of Sanctions.

Section 5.18.No Default. Other than violations occurring as a result of filing of the Cases the enforcement of which are stayed by virtue of filing of the Cases and except under the Senior Notes Documents and the Priority Lien Documents, no Default or Event of Default has occurred and is continuing or would result from any Borrowing or Credit Extension under this Agreement or from the application of the proceeds therefrom.

Section 5.19.Status of DIP Facility as Senior Indebtedness. The Obligations under the DIP Facility constitute senior Indebtedness of the Borrower and the other Loan Parties. Neither the Loans,

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the Obligations nor the Agents' and Lenders' rights under the Loan Documents shall be subject to the Collateral Trust and Intercreditor Agreement (as defined in the Existing Credit Agreement).

Section 5.20.Use of Proceeds. The Borrower will use the proceeds of the Loans solely to fund the working capital needs and general corporate purposes of the Borrower and its Subsidiaries (including, without limitation, costs related to the Cases) and for such other purposes as agreed by the Borrower and the Backstop DIP Lenders, in each case Consistent with the Approved Budget and in accordance with the Orders. None of the proceeds will be used to challenge (as opposed to investigate) the validity, perfection, priority, extent or enforceability of the Senior Notes, or the Liens or security interests securing the obligations under the Senior Notes or to pursue any causes of action of any kind against the trustee for the Senior Notes or the holders of the Senior Notes. To the extent an official committee of unsecured creditors is appointed in the Cases, no more than $25,000 of the proceeds of the Loans or any cash of the Borrower and its Subsidiaries shall be used by counsel to the official committee, if any, to investigate, but not prosecute, the validity, perfection, priority, extent or enforceability of the Senior Notes or the Liens or security interests securing the obligations in respect of the Senior Notes.

Section 5.21.Cases. The Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and of the hearing for the approval of the Final Order has been given as identified in the certificate of service filed with the Bankruptcy Court.

Section 5.22.Orders. The Interim Order or, after it has been entered, the Final Order (as applicable), and the transactions contemplated by this Agreement and the other Loan Documents are in full force and effect, and have not, in whole or in part, been reversed, modified, amended, stayed (for more than five (5) days), vacated, appealed or subject to a stay pending appeal or otherwise challenged or subject to any pending or threatened challenge or proceeding in any jurisdiction and the Debtors are in compliance with the Interim Order and the Final Order.

Section 5.23.Forecasts. The 13-Week Forecast and 2013 Monthly Budget have been prepared in good faith by the Parent and the Borrower and based on assumptions believed by the Parent and the Borrower to be reasonable (it being understood that forecasts are subject to uncertainties and contingencies and that no representation or warranty is given that any forecast will be realized).

ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment (or any Backstop DIP Lender shall have any Backstop Commitment) hereunder, or any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied:

Section 6.01.Financial Information.

(a)[Reserved].

(b)[Reserved].

(c)The Parent shall deliver to the Administrative Agent and the Backstop DIP Lenders for prompt further distribution by the Administrative Agent to each Lender, within 30 days after the end of each fiscal month of the Parent, the consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal month and the related consolidated statements of income and stockholders’ equity and

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statement of cash flows for such fiscal month and for the elapsed portion of the fiscal year ended with the last day of such fiscal month.

(d)[Reserved].

(e)The Parent shall deliver to the Administrative Agent and the Backstop DIP Lenders no later than 5:00 P.M. (New York, New York time) on or before the fifth Business Day of each week, (i) an updated 13-Week Forecast (covering the period beginning on the first Business Day of the week for which such 13-Week Forecast is delivered), and (ii) a report of the unfavorable variances exceeding the Permitted Deviation of Total Receipts and Total Adjusted Disbursements from the corresponding 13-Week Forecast 4-Week Amount for such 4-Week Rolling Period (the “4-Week Rolling Period Variance Report”), in each case, certified by a Responsible Officer of the Parent. It is hereby understood and agreed by the parties hereto that (x) such 13-Week Forecast shall not become the applicable 13-Week Forecast until the Backstop DIP Lenders shall have delivered a notice of approval of such 13-Week Forecast to the Borrower; provided, that if the Backstop DIP Lenders do not deliver a notice of approval to the Borrower and such 13-Week Forecast is not deemed approved pursuant to clause (y) below, the previously delivered 13-Week Forecast shall continue to constitute the applicable 13-Week Forecast until a 13-Week Forecast is agreed to among the Borrower and the Backstop DIP Lenders in accordance with this Section 6.01(e); and (y) such 13-Week Forecast shall be deemed approved if the Backstop DIP Lenders fail to submit to the Borrower a written objection to such 13-Week Forecast by 5:00 p.m. (New York, New York time) on the second Business Day of the following week; provided, that the Borrower delivers the 13-Week Forecast in a timely manner in accordance with this Section 6.01(e).

(f)The Borrower shall keep the Administrative Agent and the Backstop DIP Lenders updated with respect to (i) any material developments with respect to the preparation and/or filing of a Chapter 11 Plan (including any amendments, modifications or supplements thereto) and not later than five days prior to filing a Chapter 11 Plan (including any amendments, modifications or supplements thereto) with the Bankruptcy Court, Borrower shall deliver a draft of such Chapter 11 Plan (including any amendments, modifications or supplements thereto) to the Administrative Agent and the Backstop DIP Lenders and (ii) any material changes to the 2013 Monthly Budget.

(g)The Borrower shall provide, or shall cause its agent to provide, to the Administrative Agent and the Backstop DIP Lenders, promptly, upon their being filed with the Bankruptcy Court, copies of all monthly reports as well as all pleadings, motions, applications, judicial information or other information with respect to each Loan Party’s financial condition filed by or on behalf of each Loan Party with the Bankruptcy Court or served by a Loan Party to or upon the United States Trustee (or any monitor or interim receiver, if any, appointed in the Cases) or any committee, at the time such document is filed with the Bankruptcy Court or served by a Loan Party to or upon the United States Trustee (or any monitor or interim receiver, if any, appointed in the Cases) or any committee, to the extent such document has not otherwise been served pursuant to an order of the Bankruptcy Court establishing notice procedures in the Cases or otherwise.

Section 6.02.Certificates; Reports; Other Information. The Parent and the Borrower shall deliver to the Administrative Agent and the Backstop DIP Lenders for prompt further distribution by the Administrative Agent to each Lender:

(a)[reserved];

(b)promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Parent files with the SEC or with any Governmental

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Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(c)[reserved];

(d)promptly, such additional information as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request regarding (i) compliance with the terms of the Loan Documents or (ii) if an Event of Default exists, the business, legal, financial or corporate affairs of any Loan Party or any Material Subsidiary; and

(e)promptly, such additional information as the Backstop DIP Lenders may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.02(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Parent’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Section 6.03.Notice Requirements; Other Information. The Borrower shall notify the Administrative Agent and the Backstop DIP Lenders of, or the Borrower shall provide to the Administrative Agent and the Backstop DIP Lenders for prompt further distribution by the Administrative Agent to each Lender, as the case may be:

(a)promptly after a Responsible Officer obtains knowledge thereof, the occurrence of any Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respect thereto;

(b)promptly after a Responsible Officer obtains knowledge thereof, the occurrence of any event triggering a Collateral and Guarantee Requirement under Section 6.11;

(c)[reserved];

(d)10 days prior to any change in (i) any Loan Party’s corporate name, (ii) any Loan Party’s identity and corporate structure or (iii) any Loan Party’s taxpayer identification number; and

(e)immediately upon the discovery of any inaccuracy, miscalculation or misstatement contained in any certificate provided for any period that affects any financial or other calculations, representations or warranties or other statements impacting any provision of this Agreement and any other

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Loan Document in any material respect, notice of such inaccuracy, miscalculation or misstatement together with an updated certificate including the corrected information, calculation or statement, as applicable;

(f)promptly after a Responsible Officer obtains knowledge thereof, the incurrence of any material Lien on, or claim asserted against, any of the Collateral (other than Liens permitted under Section 7.01 or as a result of the filing of proofs of claims in the Cases);

(g)promptly after a Responsible Officer obtains knowledge thereof, the occurrence of any Material Adverse Effect or a Material Adverse Deviation.

Section 6.04.Environmental Matters.

(a)Each Loan Party shall comply, and cause each of its Subsidiaries to comply and use commercially reasonable efforts to cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew, and cause each of its Subsidiaries to obtain and renew, all Environmental Permits necessary for its operations and properties; and conduct, and cause each of its Subsidiaries to conduct, any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action reasonably required to remove and clean up all releases or threatened releases of Hazardous Materials from any of its properties, as required under, and in accordance with the requirements of all Environmental Laws; provided, however, that neither any Loan Party nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances.

(b)In the event any assessments requested by the Backstop DIP Lenders identify any material non-compliance with Environmental Law relating to the sites specified in such reports (the “Specified Sites”) that could reasonably be expected to result in any Environmental Liabilities in excess of the Threshold Amount with respect to the Specified Sites as reasonably determined by the Required Lenders, the Borrower shall (i) provide the Lenders with a plan to remedy such non-compliance (a “Specified Remediation Plan”), (ii) shall implement any changes or additions to such Specified Remediation Plan as may be reasonably requested by the Required Lenders and (iii) shall implement such Specified Remediation Plan or cure any such non-compliance within 180 days of such Specified Remediation Plan being approved by the Required Lenders or within such other time as the Required Lenders may agree.

(c)Upon a good faith belief by the Backstop DIP Lenders that a release of Hazardous Materials or a violation of Environmental Law reasonably likely to result in a fine or penalty in excess of the Threshold Amount has occurred, the Borrower shall deliver to the Administrative Agent, for prompt further distribution to each Lender, within 60 days after request therefor by the Backstop DIP Lenders and at the expense of the Borrower, any environmental site assessment reports for any of Parent’s or its Subsidiaries’ properties described in such request prepared by an environmental consulting firm acceptable to the Backstop DIP Lenders, indicating the presence or absence of such Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any such Hazardous Materials on such properties. Without limiting the generality of the foregoing, if the Backstop DIP Lenders reasonably determine at any time that a material risk exists that any such report will not be provided within the time referred to above, the Backstop DIP Lenders may retain an environmental consulting firm to prepare such report at the expense of the Borrower, and each of the Parent and the Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable

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non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment.

Section 6.05.Maintenance of Existence. Each Loan Party shall, and shall cause each of its Material Subsidiaries to, (a) preserve, renew and maintain in full force and effect its legal existence, structure and name under the Laws of the jurisdiction of its organization and (b) take all commercially reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent the Board of Directors of the Parent shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Parent and its Subsidiaries and to the extent that the loss thereof shall not be disadvantageous to the Parent, its Subsidiaries or the Lenders in any material respect and (ii) pursuant to a transaction permitted by Section 7.04 or Section 7.05.

Section 6.06.Maintenance of Properties. Each Loan Party shall, and shall cause each of its Material Subsidiaries to, maintain, preserve and protect all of its material properties and equipment that are used or useful in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and make all commercially reasonable and appropriate repairs, renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof except where failure to do so would not reasonably be expected to have a Material Adverse Effect.

Section 6.07.Maintenance of Insurance. Each Loan Party shall, and shall cause each of its Material Subsidiaries to, maintain with financially sound and reputable insurance companies (in the good faith judgment of management), insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Parent and its Subsidiaries) as are customarily carried by Person engaged in similar businesses and owning similar properties in the same general areas in which the Parent or such Subsidiary operates.

Section 6.08.Compliance with Laws. Each Loan Party shall, and shall cause each of its Material Subsidiaries to, comply in all material respects with the requirements of all Laws and all orders, writs, injunctions, decrees and judgments applicable to it or to its business or property (including without limitation Environmental Laws and ERISA).

Section 6.09.Books and Records. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Loan Parties or such Subsidiaries, as the case may be.

Section 6.10.Inspection Rights. Each Loan Party shall, and shall cause each Subsidiary to, permit representatives and independent contractors of the Administrative Agent and the Backstop DIP Lenders to visit and inspect any properties of the Parent and its Subsidiaries (subject, in the case of third party customer sites, to customary access agreements) and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists, the Administrative Agent or any Backstop DIP Lender (or any of their respective representatives or independent

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contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. The Administrative Agent, the Backstop DIP Lenders and the other Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants to the extent reasonably feasible. None of the Parent, the Borrower or any Subsidiary shall be required to disclose to the Administrative Agent, any Backstop DIP Lender or any other Lender any information that, in the opinion of counsel to the Parent or such Subsidiary, is prohibited by Law to be disclosed, is subject to attorney client privilege or constitutes attorney work product or the disclosure of which would cause a material breach of a binding non-disclosure agreement with a third party to the extent such agreement is not made in contemplation of the avoidance of this Section 6.10.

Section 6.11.Covenant to Guarantee Obligations and Give Security.

(a)Upon (x) the formation or acquisition of any new direct or indirect Subsidiaries by any Loan Party or (y) the acquisition of any property by any Loan Party (other than any Avoidance Action or proceeds thereof, except as authorized pursuant to the Final Order), which property, in the judgment of the Backstop DIP Lenders, shall not already be subject to a perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties, with the priority specified in the Orders, then, subject to Section 6.13(b), each Loan Party shall, in each case at such Loan Party’s expense:

(i)in connection with the formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition (or such longer period as the Backstop DIP Lenders may agree in their reasonable discretion), cause each such Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, guaranteeing the other Loan Parties’ Obligations,

(ii)within 10 days after (or such longer period as the Backstop DIP Lenders may agree in their reasonable discretion) such formation or acquisition, furnish to the Collateral Agent a description of the real properties and personal properties of such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement or the real properties and personal properties so acquired, in each case in detail reasonably satisfactory to the Administrative Agent and the Backstop DIP Lenders,

(iii)within 30 days after (or such longer period as the Backstop DIP Lenders may agree in their reasonable discretion) (x) acquisition of property by any Loan Party, duly execute and deliver, and cause each Loan Party to duly execute and deliver, to the Collateral Agent such additional pledges, assignments, security agreement supplements, and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a Security Agreement Supplement, shall be effected in such manner), as specified by, and in form and substance reasonably satisfactory to the Administrative Agent and the Backstop DIP Lenders, securing payment of all the Obligations of such Loan Party and constituting Liens on all such properties and (y) such formation or acquisition of any new Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, duly execute and deliver and cause such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement and each Loan Party acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Collateral Agent pledges, assignments, security agreement supplements, and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through

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the execution of a Security Agreement Supplement, shall be effected in such manner) as specified by, and in form and substance reasonably satisfactory to, the Administrative Agent and the Backstop DIP Lenders, securing payment of all of the Obligations of such Subsidiary or Loan Party, respectively,

(iv)within 30 days (or such longer period as the Backstop DIP Lenders may agree in their reasonable discretion) after such formation or acquisition, take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take or cause to be taken, whatever action may be necessary or advisable in the reasonable opinion of the Backstop DIP Lenders to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, assignments, security agreement supplements, and security agreements delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms,

(v)solely in the case of formation or acquisition of a new direct or indirect Subsidiary pursuant to clause (x) above, within 30 days (or such longer period as the Backstop DIP Lenders may agree in their reasonable discretion) after such formation or acquisition, deliver to the Collateral Agent, upon the request of the Backstop DIP Lenders in their reasonable discretion, a signed copy of a favorable opinion in customary form, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Backstop DIP Lenders as to (1) the matters contained in clauses (i) and (iii)(y) above, such guaranties, guaranty supplements, pledges, assignments, security agreement supplements, and security agreements being legal, valid and binding obligations of such new Subsidiary thereto enforceable in accordance with their terms, (2) the matters contained in clause (iv) above, such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (3) such matters of corporate formalities as the Backstop DIP Lenders may request and such other matters as the Backstop DIP Lenders may reasonably request,

(vi)promptly within 30 days (or such longer period as the Backstop DIP Lenders may agree in their reasonable discretion) after (A) the acquisition of any real property by any Loan Party, or (B) the formation or acquisition of any Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, which Subsidiary holds any real property, if such real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and the Backstop DIP Lenders and promptly thereafter shall cause such real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement, and otherwise satisfy the Collateral and Guarantee Requirement with respect to such real property, and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Backstop DIP Lenders to grant and perfect or record such Lien; and

(vii)at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take, all such other action as the Backstop DIP Lenders may deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of,

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such guaranties, guaranty supplements, pledges, assignments, security agreement supplements, and security agreements.

(b)The Interim Order shall be sufficient and conclusive evidence of the validity, perfection and priority of the security interests securing the Obligations without the necessity of filing or recording any financing statement, deed of trust, mortgage, assignment or other instrument or document which may otherwise be required under the law of any jurisdiction or the taking of any other action (including, for the avoidance of doubt, entering into any deposit account control agreement or securities account control agreements) to validate or perfect the security interests or to entitle the security interests to the priorities granted herein. Upon the exercise by the Collateral Agent or Administrative Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, the Loan Parties shall execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, Collateral Agent or Backstop DIP Lender may reasonably require. Further, each Loan Party shall cure promptly any material defects in the creation and issuance of the Notes and the execution and delivery of the Collateral Documents and this Agreement. Within 30 days after a request by the Administrative Agent or the Lenders to cure any title defects or exceptions which are not Permitted Liens, the Loan Parties shall cure such title defects and/or remove such exceptions.

Section 6.12.Use of Proceeds. The Borrower shall use the proceeds of any Credit Extension, whether directly or indirectly, as set forth in Section 5.20.

Section 6.13.Further Assurances and Post-Closing Undertakings.

(a)General Assurances.

(i)Each Loan Party shall, promptly upon request by any Agent or the Backstop DIP Lenders, or any Lender through the Administrative Agent, correct, and cause each of its Subsidiaries promptly to correct, any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof.

(ii)Each Loan Party shall, promptly upon request by any Agent or the Backstop DIP Lenders, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as any Agent or the Backstop DIP Lenders may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

(b)No Further Actions. Notwithstanding Section 6.11 and Section 6.13(a) and any other provision hereof or any other Loan Document, except for the Orders, no filing with any Governmental Authority, delivery of possessory collateral, establishment of “control” or other action shall be required with

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respect to perfection of the Liens under this Agreement or the Collateral Documents; and no endorsement of any insurance policies to include a lender’s loss payable clause, or to name the Collateral Agent as additional insured, shall be required in respect of this Agreement; provided that the Borrower shall make such filings and take such other action as the Backstop DIP Lenders may reasonably request, subject to the cooperation of the Collateral Trustee, if required.

(c)Certain Foreign Subsidiaries. Upon the written request of the Backstop DIP Lenders following a Change in Law pursuant to which the Backstop DIP Lenders reasonably determine that the circumstances causing the undistributed earnings of any Foreign Subsidiary (as determined for United States federal income tax purposes) to be treated as a deemed dividend to the Borrower or any Domestic Subsidiary for U.S. federal income tax purposes or such other circumstances no longer subject the Borrower or any Domestic Subsidiary to liability for any additional United States income taxes by virtue of Section 956 of the Code or any other applicable provision of the Code (“CFC Pledge Restrictions”), unless (x) counsel for the Company reasonably acceptable to the Backstop DIP Lenders provides, within 60 days after such written request of the Backstop DIP Lenders, a written opinion addressed to the Borrower and the Backstop DIP Lenders, in form and substance mutually satisfactory to the Borrower and the Backstop DIP Lenders to the effect that, with respect to any direct Foreign Subsidiary of any Loan Party that has not already had all of the Equity Interests issued by it pledged pursuant to the Collateral Documents, a pledge of more than 66.0% of the total combined voting power of all classes of Equity Interests of such Foreign Subsidiary entitled to vote could reasonably be expected, despite such Change in Law, to continue to be subject to a CFC Pledge Restriction, then (y) that portion of such Foreign Subsidiary’s outstanding Equity Interests issued by such Foreign Subsidiary not theretofore pledged pursuant to the relevant Collateral Document shall be pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to a supplement to the relevant Collateral Document (or another pledge agreement in substantially identical form, if needed) to the extent that entering into such Collateral Document is permitted by the Laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 6.13(c) to be in form, scope and substance reasonably satisfactory to the Backstop DIP Lenders.

Section 6.14.Taxes. Subject to the approval of the Bankruptcy Court in the Cases and to the restrictions set forth in this Agreement, and except as prohibited by reason of the Cases, the Parent will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, in each case on a timely basis, and all lawful claims which, if unpaid, may reasonably be expected to become a lien or charge upon any properties of the Parent or its Subsidiaries not otherwise permitted under this Agreement; provided, that, neither the Parent nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

Section 6.15.End of Fiscal Years; Fiscal Quarters. The Borrower will cause (i) its and Parent’s fiscal year to end on or about December 31 of each calendar year and (ii) its and Parent’s fiscal quarters to end on or about March 31, June 30, September 30 and December 31 of each calendar year, in each case unless otherwise approved by the Backstop DIP Lenders.

Section 6.16.Material Contracts. Subject to the approval of the Bankruptcy Court in the Cases, if required, and to the restrictions set forth in this Agreement, each Loan Party shall, and shall cause each of its Material Subsidiaries to, comply with all the terms and provisions of each Material Contract,

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except to the extent such failure to comply would not reasonably be expected to have a Material Adverse Effect.

Section 6.17.[Reserved].

Section 6.18.Compliance with Terms of Leaseholds. Subject to the approval of the Bankruptcy Court in the Cases, if required, and to the restrictions set forth in this Agreement, each Loan Party shall, and shall cause each of its Material Subsidiaries to, comply with all material obligations in respect of all leases of real property to which such Loan Party or Subsidiary is a party, except to the extent such failure to comply would not reasonably be expected to have a Material Adverse Effect.

Section 6.19.[Reserved].

Section 6.20.[Reserved].

Section 6.21.Orders. The Borrower shall furnish to the Administrative Agent and the Backstop DIP Lenders (which the Administrative Agent shall provide to the Lenders), as soon as practicable in advance of filing with the Bankruptcy Court, electronic copies of the Interim Order, the Final Order and all other proposed orders and pleadings related to the DIP Facility (which must be, in each case, in form and substance satisfactory to the Backstop DIP Lenders and, in the case of the Interim Order, the Final Order and all other proposed orders, reasonably satisfactory to the Administrative Agent to the extent the Administrative Agent’s rights and obligations under this Agreement or any other Loan Document are adversely affected thereby).

ARTICLE VII

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment (or any Backstop DIP Lender shall have any Backstop Commitment) hereunder, or any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, the Loan Parties shall not, nor shall they permit any of their Subsidiaries to, directly or indirectly:

Section 7.01.Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, the “Permitted Liens”):

(a)Liens pursuant to (i) the Loan Documents, (ii) the Senior Notes Documents and (iii) the Existing Credit Documents; provided that Liens described in the foregoing clauses (ii) and (iii) shall be limited to the Liens in existence immediately prior to the Petition Date and Liens constituting Post-petition Liens authorized by the Orders;

(b)Liens existing on the date hereof and listed on Schedule 7.01(b);

(c)Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP;

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(d)     statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or, if more than thirty (30) days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP;

(e)(i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary;

(f)Deposits or pledges of cash or Cash Equivalents to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations), and obligations in respect of letters of credit or bank guarantees providing credit enhancement for any of the foregoing, incurred in the ordinary course of business, Consistent with the Approved Budget and in an aggregate amount not to exceed $5,000,000;

(g)easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Parent, the Borrower or any Material Subsidiary;

(h)Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h);

(i)Liens securing Capitalized Leases and purchase money Indebtedness permitted under Section 7.03(h); provided, that, (i) such Liens attach concurrently with or within 120 days after the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases;

(j)leases, licenses, subleases or sublicenses, in each case, granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Parent, the Borrower or any Material Subsidiary or (ii) secure any Indebtedness;

(k)Liens consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05 solely to the extent such Disposition would have been permitted on the date of the creation of such Lien;

(l)the Carve-Out;

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(m)Liens approved by the Orders;

(n)any interest or title of a lessor or sublessor under operating leases or subleases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;

(o)Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of a Loan Party or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of business;

(p)any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Parent, the Borrower or any Material Subsidiary;

(q)Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; or

(r)[Reserved];

(s)ground leases in respect of real property on which facilities owned or leased by a Loan Party or any of its Subsidiaries are located;

(t)[Reserved]; and

(u)licenses of patents, trademarks and other Intellectual Property rights granted by a Loan Party and its Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of such Loan Party or such Subsidiary.

Section 7.02.[Reserved]

Section 7.03.Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a)Indebtedness of the Loan Parties under (i) the Loan Documents and (ii) the Existing Credit Documents; provided that the aggregate principal amount of Indebtedness under the Existing Credit Documents shall not exceed $50,000,000 at any time, plus all accrued and unpaid interest thereon;

(b)Indebtedness of the Parent, the Borrower and any of its Subsidiaries under the Senior Notes, provided that the aggregate principal amount of such Indebtedness shall not exceed $300,000,000 at any time, plus all accrued and unpaid interest thereon;

(c)Guarantee Obligations of the Parent and its Subsidiaries in respect of Indebtedness of the Borrower or any Subsidiary otherwise permitted hereunder (except that a Non-Loan Party may not, by virtue of this Section 7.03(c), guarantee Indebtedness that such Non-Loan Party could not otherwise incur under this Section 7.03 and a Loan Party may not, by virtue of this Section 7.03(c), guaranty Indebtedness of a Non-Loan Party); provided, that, if the Indebtedness being guaranteed is subordinated to the Obligations,

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such Guarantee Obligation shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(d)Indebtedness of any Loan Party to any Subsidiary or any Non-Loan Party to any other Non-Loan Party; provided, that, except with respect to Indebtedness among Non-Loan Parties, all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that is reasonably satisfactory to the Administrative Agent;

(e)[Reserved];

(f)Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

(g)[Reserved];

(h)(i) Existing Indebtedness and (ii) Indebtedness with respect to Capitalized Leases and purchase money Indebtedness incurred after the Petition Date; provided, that, (x) the aggregate outstanding principal amount of Capitalized Leases and purchase money Indebtedness incurred pursuant to this clause (ii) shall not exceed $2,500,000 at any time, and (y) any such Indebtedness (1) in the case of Capitalized Leases or purchase money Indebtedness, shall be secured by the asset subject to such Capitalized Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (2) in the case of purchase money Indebtedness, shall constitute not greater than 75% of the aggregate consideration paid with respect to such asset;

(i)Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course;

(j)Indebtedness incurred by the Parent or any of its Subsidiaries in respect of letters of credit, bank guarantees, banker’s acceptances, warehouse receipts or similar instruments or premium financing arrangements incurred, issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

(k)obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Parent or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(l)Indebtedness of a Non-Loan Party owed to a Loan Party which constitutes a Permitted Investment of such Loan Party or an Investment of such Loan Party permitted by Section 7.06;

(m)[Reserved]; and

(n)[Reserved].

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For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (n) above, the Loan Parties shall, in their sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided, that, (x) all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03, (y) all Indebtedness outstanding under the Existing Credit Agreement will be deemed to have been incurred in reliance only on the exception in clause (a)(ii) of this Section 7.03and (z) all Indebtedness outstanding under the Senior Notes will be deemed to have been incurred in reliance only on the exception in clause (b) of this Section 7.03.

Section 7.04.Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person.

Section 7.05.Disposition. Make any Disposition or enter into any agreement to make any Disposition, except:

(a)Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Loan Parties and their Subsidiaries;

(b)Dispositions of inventory and immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial Intellectual Property to lapse or go abandoned in the ordinary course of business);

(c)Dispositions in the ordinary course of business of motor vehicles and other equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such Disposition are promptly applied to the purchase price of similar replacement property (which replacement property is actually promptly purchased);

(d)Dispositions of property to the Parent, the Borrower or a Subsidiary; provided, that, if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party or (ii) to the extent such transaction constitutes an Investment, such transaction is a Permitted Investment or is otherwise permitted under Section 7.06;

(e)Dispositions permitted by Section 7.04 and Section 7.06 and Liens permitted by Section 7.01;

(f)Dispositions in the ordinary course of business of Cash Equivalents;

(g)licenses granted to a Person of selected data from the Parent’s and/or any Subsidiary’s data library in exchange for ownership of separate seismic data supplied by such Person, licenses of inventory or data assets, sales or grants of licenses or sublicenses to use any inventory, patents, trade secrets, know-how and other intellectual property, and other leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and consistent with past practice or which do not materially interfere with the business of the Parent and its Subsidiaries;

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(h)transfers of property subject to Casualty Events for salvage value following receipt of the Net Cash Proceeds of such Casualty Event;

(i)Dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof, including, without limitation, the factoring of accounts receivable by Non-Loan Parties; and

(j)[Reserved];

provided, that, if any Disposition permitted hereunder results in the realization or receipt by the Parent or any Subsidiary of Net Cash Proceeds, such Net Cash Proceeds shall be applied in accordance with the requirements of Section 2.05(b).

Without limiting the generality of the foregoing, no Loan Party shall nor shall they permit any of their Subsidiaries to, directly or indirectly, dispose of any Equity Interests of any Loan Party or any of its Subsidiaries, except for the Disposition of not less than all of the Equity Interests of such Person, if such Disposition is otherwise permitted by clauses (a) through (j) of this Section 7.05.

Section 7.06.Restricted Payments.

(a) (i) Declare or pay (without duplication) any dividend or make any other payment or distribution on account of the Parent’s or any of its Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Parent or any of its Subsidiaries) or to the direct or indirect holders of the Parent’s or any of its Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions (x) payable in Equity Interests (other than Disqualified Equity Interests) of the Parent or (y) to the Parent or a Subsidiary of the Parent); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Parent or any of its Subsidiaries) any Equity Interests of the Parent or any Subsidiary thereof held by Persons other than the Parent or any of its Subsidiaries; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness that is subordinated to the Loans or any Guaranty (“Subordinated Debt”), except (A) a payment of interest or principal at the Stated Maturity thereof or (B) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), except for the following:

(i)Restricted Payments Consistent with the Approved Budget (without giving effect to any Permitted Deviation);

(ii)[reserved]; and

(iii)so long as no Default has occurred and is continuing or would be caused thereby, any Investment (I) by a Non-Loan Party in any other Non-Loan Party and (II) by a Loan Party in a Non-Loan Party so long as such Investment (i) is made in the ordinary course of business and (ii) is Consistent with the Approved Budget (without giving effect to any Permitted Deviation).

(b)The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Parent or such Subsidiary, as the case may be, pursuant to the Restricted Payment. Not later

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than the date of making any Restricted Payment, the Parent shall deliver to the Backstop DIP Lenders a certificate of a Responsible Officer of the Parent stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 7.06 were made, together with a copy of any opinion or appraisal required by this Agreement.

Section 7.07.Change in Nature of Business. Engage in any line of business or activity other than a Permitted Business.

Section 7.08.Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than:

(a)transactions on terms substantially as favorable to such Loan Party or such Subsidiary as would be obtainable by such Loan Party or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate;

(b)the Loans to be made and other transactions between Lenders (in such capacity) or Backstop DIP Lenders (in such capacity) and Loan Parties contemplated hereunder;

(c)[Reserved];

(d)transactions by and among (i) the Parent and/or any of its Subsidiaries to the extent expressly permitted by this Article VII, (ii) Loan Parties, (iii) Non-Loan Parties, and (iv) one or more Loan Parties and one or more Non-Loan Parties in connection with the provision of goods or services related to a Permitted Business, with amounts owed in connection therewith being established by the Borrower in the exercise of its reasonable discretion and in a manner consistent with applicable U.S. transfer pricing standards for such transactions;

(e)employment and severance arrangements between the Parent or any of its Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements;

(f)the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Parent and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Parent and its Subsidiaries; and

(g)dividends permitted under Section 7.06.

Section 7.09.Payments with respect to Senior Notes and Existing Credit Agreement; Amendments or Modification to Senior Note Documents and Existing Credit Documents.

(a)Except as otherwise provided in the Orders, pay, prepay, redeem, purchase, defease or otherwise satisfy in any manner all or any obligations (including the payment of any interest) under the Senior Notes Documents or the Existing Credit Documents without the consent of the Backstop DIP Lenders.

(b)Amend, modify or change in any manner any term or condition of the Senior Note Documents or the Existing Credit Documents without the consent of the Backstop DIP Lenders.

Section 7.10.Negative Pledge. Enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or

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assumption of any Lien upon any of its property or assets except (a) the Loan Documents, the Senior Note Documents and the Existing Credit Documents or (b) prohibitions or conditions (i) under any purchase money or Indebtedness permitted by Section 7.03(e) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (ii) under any Capitalized Lease permitted by Section 7.03(e) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (iii) by reason of customary provisions restricting pledges, assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets subject to such leases, licenses or similar agreements, as the case may be), (iv) under any agreement entered into with respect to any multi-client data library transaction to the extent that such agreement prohibits or restricts any Loan Party or its Subsidiaries from granting liens or security interests on or pledges of any such data or any deposit or securities accounts or the funds or other investment property held therein which constitutes prepayments by a client for such client’s respective share of the costs associated with such data library or of the price to be paid by such client for a license or other right to use such data, or (v) under any Indebtedness outstanding on the date any Person first becomes a Subsidiary of the Parent (so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Parent).

Section 7.11.Partnerships, Etc. Become a general partner in any general or limited partnership, or permit any of its Subsidiaries to do so, other than any Subsidiary the sole assets of which consist of its interest in such partnership.

Section 7.12.Amendments to Constitutive Documents. Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws or other constitutive documents in a manner material and adverse to the Lenders.

Section 7.13.Bankruptcy Matters. (i) Pay or otherwise satisfy any material pre-petition claims (other than claims paid pursuant to any order entered by the Bankruptcy Court and Consistent with the Approved Budget), including, without limitation, any pre-petition claims of critical vendors, (ii) except as set forth in the motions filed on the Petition Date, seek to reject or terminate, or permit the rejection or termination of, any material license agreement, lease agreement in respect of material real property or material contract, in each case without the prior written consent of the Backstop DIP Lenders or (iii) amend, waive, forgive, modify, discharge or compromise any claim between or among the Loan Parties and their respective Subsidiaries, in each case without the prior written consent of the Backstop DIP Lenders.

Section 7.14.Capital Expenditures. Make any Capital Expenditures (other than the incurrence of any Capitalized Leases permitted under this Agreement and any other Capital Expenditures Consistent with the Approved Budget).

Section 7.15.[Reserved].

Section 7.16.No Right of Subrogation. Assert any right of subrogation or contribution against any other Loan Party or any of their Subsidiaries.

Section 7.17.Use of Proceeds. Use any proceeds of Loans (i) in any manner that is not Consistent with the Approved Budget (without giving effect to any Permitted Deviation (except as otherwise permitted hereunder)) or (ii) to challenge (as opposed to investigate) the validity, perfection, priority, extent or enforceability of the Senior Notes, or the liens or security interests securing the obligations under the Senior Notes or to pursue any causes of action of any kind against the Collateral Trustee and/or the Indenture Trustee for the Senior Notes, or the holders of the Senior Notes (the “Senior Noteholders”); provided that

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to the extent an official committee of unsecured creditors is appointed in the Case, no more than $25,000 of any proceeds of Loans or cash collateral shall be used by counsel to the official committee, if any, to investigate, but not prosecute, the validity, perfection, priority, extent or enforceability of the Senior Notes or the liens or security interests securing the obligations under the Senior Notes. In furtherance of the foregoing, the Loan Parties hereby waive the right to investigate and challenge the validity, perfection, priority, extent or enforceability of the Senior Notes (and the liens and claims granted thereunder) and shall waive any and all claims of any kind against the Collateral Trustee, the Indenture Trustee and Senior Noteholders (subject to the rights of the official committee, if any, to commence any action against the Collateral Trustee, the Indenture Trustee and/or the Senior Noteholders within 15 days of the committee’s appointment).

ARTICLE VIII

[RESERVED]

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

Section 9.01.Events of Default. Any of the following events referred to in any of clauses (a) through (n) inclusive of this Section 9.01 shall constitute an “Event of Default”:

(a)Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b)Specific Covenants. The Parent or the Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.03(a), Section 6.05 (solely with respect to the Borrower), Section 6.12 or Article VII; or

(c)Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 9.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after receipt by the Borrower of written notice thereof by the Administrative Agent or the Required Lenders; or

(d)Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e)Cross-Default. Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness which, in the case of any Debtor, was incurred after the Petition Date (other than Indebtedness hereunder), having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of

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such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, all such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; or

(f)Material Adverse Deviation. A Material Adverse Deviation shall have occurred; or

(g)[Reserved]; or

(h)Judgments. There is entered against any Loan Party or any Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(i)ERISA. (i) An ERISA Event (other than commencement of the Cases) occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in liability of any Loan Party or ERISA Affiliate under Title IV of ERISA in an aggregate amount which would reasonably be expected to exceed the Threshold Amount, (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its Withdrawal Liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which would reasonably be expected to exceed the Threshold Amount, (iii) any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, and as a result of such reorganization or termination the aggregate annual contributions of the Loan Parties and the ERISA Affiliates to all Multiemployer Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in which such reorganization or termination occurs by an aggregate amount which would reasonably be expected to exceed the Threshold Amount; or (iv) a termination, withdrawal or noncompliance with applicable law or plan terms or termination, withdrawal or other event similar to an ERISA Event occurs with respect to a Foreign Plan that would reasonably be expected to exceed the Threshold Amount; or

(j)Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or the satisfaction in full of all the Obligations which are then accrued and payable and termination of the Aggregate Commitments, ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations which are then accrued and payable and termination of the Aggregate Commitments), or purports to revoke or rescind any Loan Document; or

(k)Change of Control. A Change of Control shall have occurred; or

(l)Liens. Any Collateral Document after delivery thereof pursuant to Section 4.01 or Section 6.11 and, to the extent applicable, timely and proper filing thereof with applicable authorities, shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected lien on and security interest in the Collateral having an aggregate fair market value in excess of $250,000 purported to be covered thereby; or

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(m)Bankruptcy Matters. Any of the following shall have occurred:

(i)(a) any of the Cases shall be dismissed or converted to a Chapter 7 Case or a Chapter 11 plan of liquidation shall have been filed for any of the Cases; (b) a trustee, receiver, interim receiver or receiver and manager shall be appointed in any of the Cases or a responsible officer or an examiner with enlarged powers shall be appointed in any of the Cases (having powers beyond those set forth in Bankruptcy Code sections 1106(a)(3) and (4)); or (c) the Bankruptcy Court shall abstain from asserting jurisdiction over any of the Debtors;

(ii)any other Superpriority Claim (other than any such claim of any agent or lenders under the Existing Credit Agreement) which is senior to or pari passu with the claims of the Secured Parties shall be granted;

(iii)any Order shall be stayed, amended, modified, reversed or vacated;

(iv)a plan shall be confirmed in the Cases which is inconsistent in any material respect with the Restructuring Term Sheet or the Restructuring Support Agreement; or the Loan Parties shall take any action, including, without limitation, the filing of an application, in support of any plan that is inconsistent with the Restructuring Term Sheet or the Restructuring Support Agreement, or any person other than the Loan Parties shall do so and such application is not contested in good faith by the Loan Parties;

(v)an official committee, if any, or any other party seeks leave to file an action challenging the validity, perfection, priority, extent or enforceability of the Loan Documents (and the liens and claims in respect thereof);

(vi)other than pursuant to any Order, the Bankruptcy Court shall enter an order granting relief from the automatic stay applicable under section 362 of the Bankruptcy Code to any party in interest, including, without limitation, any holder or holders of any security interest:

(A)to permit foreclosure, the granting of a deed in lieu of foreclosure, or any similar action or other act of enforcement on any assets of the Debtors having an aggregate book value in excess of $100,000; or

(B)to permit any other action or actions that would, either singly or in the aggregate, have a Material Adverse Effect on the Debtors or their estates or the value of the Collateral in the aggregate or the interests of any Lenders in the Collateral in the aggregate;

(vii)any of the Loan Parties or any of their Affiliates shall fail to perform any of its material obligations under the Interim Order or the Final Order;

(viii)there shall be filed a motion, pleading or proceeding by any of the Loan Parties or their Affiliates not otherwise approved by the Backstop DIP Lenders which could reasonably be expected to result in a material impairment of the rights or interests of the Lenders or a determination by a court with respect to any motion, pleading or proceeding brought by another party which results in such an impairment; or

(ix)any of the Debtors shall cease to have the exclusive right pursuant to Section 1121 of the Bankruptcy Code to file a plan of reorganization.

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(n)Failure to Achieve Certain Milestones. The Debtors fail to achieve any of the following milestones:

(i)[reserved];

(ii)[reserved];

(iii)[reserved];

(iv)the Interim Order Entry Date shall have occurred within 10 days after the Petition Date;

(v)the Final Order Entry Date shall have occurred on or before the Final Order Deadline;

(vi)on or prior to 46 days following the Petition Date, the Loan Parties shall have obtained an order or orders of the Bankruptcy Court confirming the Chapter 11 Plan, each in form and substance acceptable to the Backstop DIP Lenders; and

(vii)on or prior to 60 days following the Petition Date, the effective date of the Chapter 11 Plan shall have occurred.

For purposes of clause (d) above and Section 4.03(a), the accuracy of any representation or warranty in Sections 5.07, 5.09, 5.10, 5.12 and 5.16 with respect to any Subsidiary shall be determined without giving effect to the phrase “to the Borrower’s and the Parent’s knowledge” contained therein.

Section 9.02.Remedies Upon Event of Default.

(a)During the continuance of any Event of Default, the Administrative Agent, at the written request of the Required Lenders, shall (i) by advance written notice to the Borrower that is also filed with the Bankruptcy Court, declare that all or any portion of the Commitments (and the Backstop Commitments) be terminated, whereupon the obligation of each Lender to make any Loan (and the obligations of the Backstop DIP Lenders to make Backstop Loans) shall immediately terminate and (ii) by advance written notice to the Borrower that is also filed with the Bankruptcy Court, declare the Loans, all interest thereon and all other amounts and Obligations payable under this Agreement to be forthwith due and payable, whereupon the Loans, all such interest and all such amounts and Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower. In addition, subject solely to any requirement of the giving of notice, if any, by the terms of the Interim Order or the Final Order, as the case may be, the automatic stay provided in section 362 of the Bankruptcy Code and the Loan Documents, as the case may be, shall be deemed automatically vacated without further action or order of the Bankruptcy Court, and the Administrative Agent and the Lenders shall be entitled to exercise all of their respective rights and remedies under the Loan Documents, including, without limitation, all rights and remedies with respect to the Collateral and the Guarantors. In addition to the remedies set forth above, the Administrative Agent, at the written request of the Required Lenders, shall direct the Collateral Agent to exercise any remedies provided for by the Security Documents in accordance with the terms thereof or any other remedies provided by applicable law or in equity.

(b)At any time after termination of the Commitments or acceleration of the maturity of the Loans, (i) if the Borrowers shall pay all arrears of interest and all payments on account of principal

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of the Loans and other Obligations that shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified herein) and all Events of Default and Defaults (other than non-payment of principal of and accrued interest on the Loans due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 11.01, then upon the written consent of the Required Lenders and written notice to the Borrower and the Administrative Agent, the termination of the Commitments (and the Backstop Commitments) or the acceleration and their consequences may be rescinded and annulled and (ii) in the case of such remedies exercised under Section 9.02(a)(i), upon the written consent of the Required Lenders and written notice to the Borrower and the Administrative Agent, the termination of the Commitments (and the Backstop Commitments) or the acceleration and their consequences applicable to the Lenders may be rescinded and annulled; provided, however, that such action shall not affect any subsequent Event of Default or Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders to a decision that may be made at the election of the Required Lenders, and such provisions are not intended to benefit the Borrower and do not give the Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

Section 9.03.Application of Funds. If the circumstances described in Section 2.12(g) have occurred, or after the exercise of remedies provided for in Section 9.02, any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 11.04 and amounts payable under Article III) payable to each Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 11.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including, but not limited to, post-petition interest), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal or face amounts of the Loans, Swap Termination Value under Secured Hedge Agreements or Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

ARTICLE XADMINISTRATIVE AGENT AND OTHER AGENTS

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Section 10.01.Appointment and Authorization of Agents.

(a)Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained in this Agreement or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Notwithstanding any provision contained in this Agreement providing for any action in the Administrative Agent’s reasonable discretion or approval of any action or matter in the Administrative Agent’s reasonable satisfaction, the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loans Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law. The Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any other Loan Party or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any other Agent-Related Person in any capacity.

Neither the Administrative Agent nor any Agent-Related Person shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The provisions of this Article X (other than Section 10.11 and the third sentence of Section 10.09) are solely for the benefit of the Agents and the Lenders, and no Loan Party or respective Affiliate shall have rights as a third-party beneficiary of any such provisions.

(b)The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender and a potential Hedge Bank or Cash Management Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent

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of (and to hold any security interest, charge or other Lien created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article X (including Section 10.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Section 10.02.Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through such Affiliates, agents, sub-agents, employees or attorneys-in-fact as shall be deemed necessary by the Administrative Agent, and shall be entitled to advice of counsel, both internal and external, independent public consultants and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction.

Section 10.03.Liability of Agents. No Agent-Related Person shall (a) be liable to any Lender (i) for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (ii) for any apportionment or distribution of payments made pursuant to Section 2.12 without any gross negligence or willful misconduct, and if any such apportionment or distribution is subsequently determined to have been made in error but without any gross negligence or willful misconduct, the sole recourse of any Lender to whom payment was due but not made in error but without any gross negligence or willful misconduct shall be to recover from the other Lenders any payment in excess of the amount which they are determined to be entitled to (and such other Lenders hereby covenant and agree to return promptly to such Lender any erroneous payment received by them), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

Section 10.04.Reliance by Agents.

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(a)Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b)For purposes of determining compliance with the conditions specified in Article IV, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date or Borrowing Date, as applicable, specifying its objection thereto.

Section 10.05.Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default”. The Administrative Agent will promptly notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article IX.

Section 10.06.Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall

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not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

Section 10.07.Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand each Agent-Related Person (to the extent not promptly reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), prorata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities to the extent incurred by it; provided, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction; provided, that, no action taken or refrained from in accordance with the directions or consent of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 10.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 10.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not promptly reimbursed for such expenses by or on behalf of the Borrower; provided, that, such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto, if any. The undertaking in this Section 10.07 shall survive termination of the Aggregate Commitments, the payment in full of all other Obligations and the resignation of the Administrative Agent.

Section 10.08.Agents in their Individual Capacities. Cantor Fitzgerald Securities and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Cantor Fitzgerald Securities were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Cantor Fitzgerald Securities or its Affiliates may receive information regarding any Loan Party or any Affiliate of a Loan Party (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, if any, Cantor Fitzgerald Securities shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, and if Cantor Fitzgerald Securities at any time holds any Loans the terms “Lender” and “Lenders” will include Cantor Fitzgerald Securities in its individual capacity.

Section 10.09.Successor Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders and the Borrower. The Backstop DIP Lenders may remove the Administrative Agent upon five (5) days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns or is removed by the Backstop DIP Lenders under this Agreement, the Backstop DIP Lenders shall appoint a successor agent for the Lenders, which appointment of a successor agent, if such successor agent is an Ineligible Person, shall require the consent of the Borrower. If no

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successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Backstop DIP Lenders and, if no Default has occurred and is continuing, the Borrower, a successor agent from among the Lenders. Any resignation or removal of the Administrative Agent shall also constitute the resignation or removal of the Collateral Agent. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and Collateral Agent and the terms “Administrative Agent” and “Collateral Agent” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent and Collateral Agent shall be terminated. After the retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article X and Section 11.04 and Section 11.05 shall inure to the benefit of each Agent-Related Person as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent and Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation or removal, the retiring Administrative Agent’s resignation or removal shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Backstop DIP Lenders appoint a successor agent as provided for above. Lenders assuming the role of Administrative Agent and Collateral Agent as specified in the immediately preceding sentence shall assume the rights and obligations of the Administrative Agent and Collateral Agent (including the indemnification provisions set forth in Section 10.07) as if each such Lender were the Administrative Agent and Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent and Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the mortgages, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Backstop DIP Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents.

Section 10.10.Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent, at the request of the Required Lenders (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower), shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agents and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 2.09 and Section 11.04) allowed in such judicial proceeding;

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and

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(c)any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Administrative Agent under Section 2.09 and Section 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 10.11.Release of Collateral and Guaranty.

(a)The Lenders irrevocably agree that any Lien on any property granted to or held by the Collateral Agent under any Loan Document for the benefit of the Secured Parties shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) obligations under Secured Hedge Agreements not yet due and payable, (B) Cash Management Obligations not yet due and payable and (C) contingent indemnification obligations not yet accrued and payable), (ii) upon the sale, lease, transfer or other disposition of such property (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Loan Party that owns such property) in accordance with the terms of the Loan Documents and the Orders, (iii) subject to Section 11.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders and the Bankruptcy Court, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (b) below. The Collateral Agent will, at the Borrower’s expense, execute and deliver to such Loan Party such documents as such Loan Party may reasonably request to evidence the release of such property from the assignment and security interest granted under the Collateral Documents in accordance with the terms of the Loan Documents.

(b)The Lenders irrevocably agree that each Guarantor shall be automatically released from its obligations under the Guaranty upon the termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) obligations under Secured Hedge Agreements and Cash Management Obligations not yet due and payable, in each case which have been cash collateralized or backstopped by letters of credit, as the case may be, in a manner satisfacotry to the applicable Secured Parties, and (B) contingent indemnification obligations not yet accrued and payable).

Section 10.12. [Reserved]

Section 10.13.Appointment of Supplemental Administrative Agents.

(a)It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent and the Backstop DIP Lenders as a separate trustee, co-trustee, administrative agent, collateral agent, collateral trustee, administrative sub-agent or administrative

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co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”). Such Supplemental Administrative Agent may be removed at any time by the Administrative Agent and the Backstop DIP Lenders.

(b)In the event that the Administrative Agent and the Backstop DIP Lenders appoint a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article X and of Section 11.04 and Section 11.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require.

(c)Should any instrument in writing from any Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent and the Backstop DIP Lenders, if applicable, for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Backstop DIP Lenders. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.

ARTICLE

MISCELLANEOUS

Section 11.01.Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:

(a)no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than any Lender that is, at such time, a Defaulting Lender), do any of the following at any time:

(i)change the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder,

(ii)release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such

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release or limitation is in respect of all or substantially all of the value of the Guaranties to the Lenders,

(iii)release all or substantially all of the Collateral in any transaction or series of related transactions, or

(iv)amend any provision of this Section 11.01, the definition of “Required Lenders,” “Pro Rata Backstop Share,” “Pro Rata Loan Share,” “Pro Rata Share,” or “Pro Rata Unused Commitment Share,” Section 2.05(c), Section 2.06(a)(iii) or Section 9.03;

(b)no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender specified below for such amendment, waiver or consent:

(i)increase or extend the Commitments of a Lender without the consent of such Lender,

(ii)reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender, or

(iii)postpone any date scheduled for any payment of principal of, or interest on, the Loans pursuant to Section 2.07 or Section 2.08, in each case payable to a Lender without the consent of such Lender, and

(c)no amendment, waiver or consent shall change or amend any provision of Section 2.13 without the consent of the Lenders holding at least 70% of the Total Facility Exposure, but excluding any Defaulting Lenders;

provided, further, that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the other Loan Documents.

Notwithstanding anything to the contrary contained in this Section 11.01, any Collateral Documents may be in a form reasonably determined by the Administrative Agent and the Backstop DIP Lenders acting on the advice of counsel and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent and the Backstop DIP Lenders acting on the advice of counsel at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) cause such Collateral Document to be consistent with this Agreement and the other Loan Documents.

Section 11.02.Notices and Other Communications; Facsimile and Electronic Copies.

(a)General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission) (and, as to service of process, only in writing and in accordance with applicable law) and, to the extent set forth in Section 11.02(e), in an electronic medium and delivered as set forth in Section 11.02(e). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

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(i)if to the Borrower, the Backstop DIP Lenders or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties from time to time; and

(ii)if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a written notice to the Borrower and the Administrative Agent.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 11.02(e)), when delivered; provided, that, notices and other communications to the Administrative Agent pursuant to Article II shall not be effective until actually received by such Person during the person’s normal business hours. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b)Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or electronic transmission of a .pdf copy; provided that original copies are delivered promptly thereafter.

(c)Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

(d)Notice to other Loan Parties. The Borrower agrees that notices to be given to any other Loan Party under this Agreement or any other Loan Document may be given to the Borrower in accordance with the provisions of this Section 11.02 with the same effect as if given to such other Loan Party in accordance with the terms hereunder or thereunder.

(e)Communications. The Borrower hereby agrees that it will provide to the Administrative Agent and the Backstop DIP Lenders all information, documents and other materials that it is obligated to furnish to the Administrative Agent and the Backstop DIP Lenders pursuant to the Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new Borrowing or other Extension of Credit, (ii) relates to the payment of any principal or other amount due under this Agreement or the termination or reduction of the Commitments prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or

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any Borrowing or other Extension of Credit thereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent and the Backstop DIP Lenders to electronic mail addresses specified by the Administrative Agent and the Backstop DIP Lenders to the Borrower. In addition, the Borrower agrees to continue to provide the Communications to the Administrative Agent and the Backstop DIP Lenders in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent or the Backstop DIP Lenders, as applicable. The Borrower further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on IntraLinks or a substantially similar electronic transmission system (the “Platform”).

(f)Use of the Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT-RELATED PERSONS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT-RELATED PERSONS IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT-RELATED PERSONS HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT-RELATED PERSON IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT-RELATED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(g)Delivery and Notice of Communications. The Administrative Agent and the Backstop DIP Lenders agree that the receipt of the Communications by the Administrative Agent and the Backstop DIP Lenders at their e-mail addresses set forth above shall constitute effective delivery of the Communications for purposes of the Loan Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

(h)Acknowledgment. EACH LENDER ACKNOWLEDGES THAT UNITED STATES FEDERAL AND STATE SECURITIES LAWS PROHIBIT ANY PERSON WITH MATERIAL, NON-PUBLIC INFORMATION ABOUT AN ISSUER FROM PURCHASING OR SELLING SECURITIES OF SUCH ISSUER OR, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, FROM COMMUNICATING SUCH INFORMATION TO ANY OTHER PERSON. EACH LENDER AGREES TO COMPLY WITH APPLICABLE LAW AND ITS RESPECTIVE CONTRACTUAL OBLIGATIONS WITH RESPECT TO CONFIDENTIAL AND MATERIAL NON-PUBLIC INFORMATION OF THE PARENT AND ITS SUBSIDIARIES.

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Section 11.03.No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Section 11.04.Attorney Costs and Expenses. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Backstop DIP Lenders for all out-of-pocket costs and expenses incurred in connection with the preparation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs and all reasonable out-of-pocket expenses of the Administrative Agent associated with creating and maintaining an electronic document delivery service and providing accounting for the Lenders, (b) to pay all actual out-of-pocket expenses of the Administrative Agent and the Backstop DIP Lenders in connection with the Cases, including Attorney Costs, and (c) to pay or reimburse the Administrative Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law (other than the Cases), and including (i) prior to the occurrence and continuance of an Event of Default, one counsel to the Lenders (collectively) and one counsel to the Administrative Agent and the other Agents (collectively) (and one local counsel to the Lenders (collectively) and one local counsel to the Administrative Agent and the other Agents (collectively) in each applicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel to each of the affected parties) and (ii) after an Event of Default has occurred and is continuing, all Attorney Costs of counsel to the Agents and the Lenders. The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent or Backstop DIP Lender. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 11.04 shall be paid within five (5) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail.

Section 11.05.Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, taxes, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including (a) prior to the occurrence and continuance of an Event of Default, one counsel to the Lenders (collectively) and one counsel to the Administrative Agent and the other Agents (collectively) (and one local counsel to the Lenders (collectively) and one local counsel to the Administrative Agent and the other Agents (collectively) in each applicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel to each of the affected parties) and (b) after an Event of Default has occurred and is continuing, all Attorney Costs of counsel to the Agents and the Lenders) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the

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transactions contemplated thereby, (ii) any Commitment or Loan or the use or proposed use of the proceeds therefrom, or (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related to the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee and whether brought by an Indemnified Party, a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnified Party is a party thereto and whether or not any of the transactions contemplated hereby are consummated; provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document. All amounts due under this Section 11.05 shall be paid within five (5) Business Days after demand therefor. The agreements in this Section 11.05 shall survive the resignation of any Agent or the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Section 11.06.Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate.

Section 11.07.Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Parent nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder (I) during the Participation Period to any Person other than a Qualified Participant; provided that an assignment of Loans or Commitments to any such Qualified Participant must be made proportionate to such Qualified Participant’s pro rata share of the Senior Notes and in accordance with the Interim Order, and (II) thereafter, except (i) to an Eligible Assignee in accordance with the requirements of Section 11.07(b), (ii) by way of participation in accordance with the provisions of Section 11.07(d), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.07(f) or (h) (as the case may be),

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(iv) to an SPC in accordance with the provisions of Section 11.07(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.07(d) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it).

(ii)Assignments shall be subject to the following additional conditions:

(A)except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Backstop DIP Lenders otherwise consent, provided, that, such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption;

(C)the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any documentation required by Section 3.01(f); and

(D)notwithstanding anything to the contrary set forth in this Section 11.07, no Loan Party shall be an Assignee hereunder.

(iii)Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.07(c) and receipt by the Administrative Agent from the parties to each assignment of a processing and recordation fee of $3,500, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be party to this Agreement as a Lender with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement in addition to any rights and obligations otherwise held by such assignee as a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 11.04 and 11.05). Upon request, and the surrender by the assigning Lender of its Note (if any), the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) shall not be an effective assignment hereunder.

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(c)The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (iv) only such Lender shall be eligible to receive the newly-issued shares of common stock of reorganized Geokinetics Inc. in accordance with Section 2.07. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided, that, such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(a), (b) or (c) that directly affects such Participant. Subject to Section 11.07(e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 (subject to the requirements of Section 3.01(e) and Section 3.01(f)) and 3.04 (through the applicable Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.07(b). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 11.09 as though it were a Lender; provided, that, such Participant agrees to be subject to Section 2.13 as though it were a Lender. Any Lender that sells participations shall maintain a register meeting the requirements of Treasury Regulation Section 5f.103-1(c) (or any successor regulation), on which it enters the name and the address of each Participant and the principal amounts of each Participant’s participation interest in the Commitments and/or Loans (or other rights or obligations) held by it (the “Participant Register”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation interest as the owner thereof for all purposes notwithstanding any notice to the contrary. In maintaining the Participant Register, such Lender shall be acting as the agent of the Borrower solely for purposes of Treasury Regulation Section 5f.103-1(c) and undertakes no other duty, responsibility or obligation to the Borrower (including, without limitation, in no event shall such Lender be considered a fiduciary of the Borrower for any purpose). In addition to maintaining the Participant Register, such Lender shall, upon request, show the Participant Register to the Borrower, the Administrative Agent and the Backstop DIP Lenders.

(e)[Reserved].

(f)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that, no such

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pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01 or 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable and such liability shall remain with the Granting Lender, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee Obligation or credit or liquidity enhancement to such SPC.

(h)Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided, that, unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 11.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(i)Notwithstanding anything to the contrary contained herein, each of the Backstop DIP Lenders agrees not to assign or otherwise transfer (x) any of its Loans or Commitments if, as a result thereof, the Backstop DIP Lenders and their Affiliates would hold less than 70%of the Total Facility Exposure or (y) its Backstop Commitment. Upon the assignment by any Backstop DIP Lender of a portion of the unutilized Commitment of such Backstop DIP Lender to any Other Lender, the Backstop Commitment of such Backstop DIP Lender shall be increased by the amount of the portion of such unutilized Commitment so assigned.

Section 11.08.Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information and to not use or disclose such information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental

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Authority or examiner regulating any Agent or Lender; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) to any pledgee referred to in Section 11.07(f) or Section 11.07(h), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 11.08 by the disclosing party; (h) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender); or (i) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 11.08, “Information” means all information received from any Loan Party or its Affiliates or its Affiliates’ directors, officers, employees, trustees, investment advisors or agents, relating to the Parent, the Borrower or any of their Subsidiaries or their business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 11.08, including, without limitation, information delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.

Section 11.09.Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default but subject in all cases to the provisions of the Orders, each Agent, Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, Lender and their respective Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, Lender and their respective Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender, as the case may be; provided, that, the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent or such Lender may have.

Section 11.10.Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile transmission or electronic transmission of a .pdf copy of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document; provided, that, original signatures shall be promptly delivered thereafter, it being understood that that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or electronic transmission.

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Section 11.11.Integration. Other than the Orders, this Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided, that, the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 11.12.Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

Section 11.13.Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 11.14.GOVERNING LAW.

(a)THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (EXCEPT, WITH RESPECT TO ANY OTHER LOAN DOCUMENT, AS OTHERWISE EXPRESSLY PROVIDED THEREIN AND EXCEPT TO THE EXTENT NEW YORK LAW IS SUPERSEDED BY THE BANKRUPTCY CODE).

(b)PRIOR TO THE CLOSING OR DISMISSAL OF THE CASES, THE LOAN PARTIES SHALL SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE BANKRUPTCY COURT OVER ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. FOLLOWING THE CLOSING OR DISMISSAL OF A CASE OF ANY LOAN PARTY, ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE PARENT, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE PARENT, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING 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

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BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

Section 11.15.WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.15 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 11.16.Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower, the Parent, the Administrative Agent and each Backstop DIP Lender and thereafter shall be binding upon and inure to the benefit of the Borrower, the Parent, each Agent and each Lender and their respective successors and assigns, except that neither the Borrower nor the Parent shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

Section 11.17.Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent would purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable Law).

Section 11.18.Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent

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and the Backstop DIP Lenders. The provisions of this Section 11.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Section 11.19.USA PATRIOT Act. Each Lender that is subject thereto hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the USA PATRIOT Act. The Borrower agrees to provide, and to cause each other Loan Party to provide, such information promptly upon request

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

	Very truly yours,
CREDIT PARTIES:	GEOKINETICS INC. By: /s/ Glenn Sniezek   Name: Glenn Sniezek Title: Vice President and Treasurer
	GEOKINETICS HOLDINGS USA, INC. By: /s/ Glenn Sniezek   Name: Glenn Sniezek Title: Vice President and Treasurer
	Geokinetics Holdings USA, Inc. 1500 Citywest Boulevard, Suite 800 Houston, Texas 77042 Attention: Bill Moll Telephone: (281) 848-7692 Facsimile: (713) 850-7330

[Signature Page to the DIP Credit Agreement]

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ADMINISTRATIVE AGENT: CANTOR FITZGERALD SECURITIES By: /s/ James Bond  
Name: James Bond
Title: Chief Operating Officer

[Signature Page to the DIP Credit Agreement]

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BACKSTOP DIP LENDERS:	ASOF II INVESTMENTS, LLC By: /s/ Lawrence First   Name: Lawrence First Title: Managing Director
	ECF VALUE FUND II, L.P. By: /s/ Jeffrey L. Gates   Name: Jeffrey L. Gate Title: Principal of GP

[Signature Page to the DIP Credit Agreement]

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ECF VALUE FUND INTERNATIONAL, LTD.

By: /s/ Jeffrey L. Gates  
Name: Jeffrey L. Gates
Title: Investment Manager

ECF VALUE FUND, L.P.

By: /s/ Jeffrey L. Gates  
Name: Jeffrey L. Gates
Title: Principal of GP

[Signature Page to the DIP Credit Agreement]

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AMERICAN SECURITIES OPPORTUNITIES FUND, LP

By: /s/ Lawrence First  
Name: Lawrence First
Title: Managing Director

AMERICAN SECURITIES OPPORTUNITIES FUND (B), L.P.

By: /s/ Lawrence First  
Name: Lawrence First
Title: Managing Director

[Signature Page to the DIP Credit Agreement]

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EX-10.8

SCHEDULE 1
Guarantors

Geokinetics Inc.

Advanced Seismic Technology, Inc.

Geokinetics Acquisition Company

Geokinetics Processing, Inc.

Geokinetics Management, Inc.

Geokinetics International Holdings, Inc.

Geokinetics International, Inc.

Geokinetics USA, Inc.

Geokinetics Services Corp.

Schedule 1

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SCHEDULE 2Collateral Documents for Effective Date

Pledge and Security Agreement

Guaranty

Schedule 2

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SCHEDULE 1.01AExisting Indebtedness

COUNTRY	DESCRIPTION	FACE AMOUNT IN USD	MATURITY DATE
United States	Equipment Financing	$529,246	Various
Brazil	Banco Bradesco – Equipment Financing	$3,173,566	Various
Brazil	Factoring Agreement dated 7/25/2012 with RED FUNDO DE INVESTIMENTO EM DIREITOS CREDITÓRIOS PETROBRAS FORNECEDORES	$0	7/25/2014
Mexico	Credit Agreement for up to $7,624,760 dated November 22, 2011 between Geokinetics de Mexico, S.A. de C.V. and Navix de Mexico, S.A. de C.V., Sociedad, Financiera de Objeto Multiple, Entidad no Regulada	$1,337,909	11/29/2013
Australia	Equipment Financing	$580,480	Various

Available Overdraft Facilities

COUNTRY	FINANCIAL INSTITUTION	AMOUNT IN USD		AMOUNT OUTSTANDING
Brazil	Banco Itau		$50,000		$0
Brazil	Banco Bradesco		$300,000		$0
Brazil	Banco do Brasil		$200,000		$0

Schedule 1.01A

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SCHEDULE 1.01BForeign Subsidiaries

Geokinetics Processing, UK Ltd. (United Kingdom)

Geokinetics Exploration, Inc. (Alberta, Canada)

Geokinetics Singapore PTE. LTD. (Singapore)

Geokinetics Singapore Operations PTE. LTD. (Singapore)

Geokinetics (Australasia) PTY LTD (Australia)

Foresight Australia PTY LTD (Australia)

Geokinetics Geophysical do Brasil Ltda. (Brazil)

Geokinetics Egypt LLC (Egypt)

Grant Geophysical Saudi Arabia L.L.C. (Saudi Arabia)

Geokinetics Geophysical Malaysia Sdn. Bhd. (Malaysia)

P.T. Geokinetics Indonesia (Indonesia)

Geokinetics FZE (Dubai,United Arab Emirates)

Geokinetics International Services, Inc. (Cayman)

Geokinetics Global Services, Inc. (Cayman)

Geokinetics Enterprises, Inc. (Cayman)

Geofisica Geokinetics Bolivia SRL (Bolivia)

Geokinetics Exploration Peru SAC. (Peru)

Geokinetics Onshore Peru S.A.C. (Peru)

Geokinetics Onshore Servicios S.A.C. (Peru)

Andina de GeoFisica S.A.C. (Peru)

Geokinetics de Mexico S.A. de C.V. (Mexico)

Geokinetics Administracion y Servicios S.A. de C.V. (Mexico)

Grant Geofisical de Mexico S.A. de C.V. (Mexico)

Geokinetics Exploration Morocco SARL (Morocco)

Schedule 1.01B

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Geokinetics (Malta) Holdings Ltd. (Malta)

Geokinetics (Malta) Ltd. (Malta)

Grant Geophysical Nicaragua, S.A. (Nicaragua)

Schedule 1.01B

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SCHEDULE 1.01CImmaterial Subsidiaries

Geokinetics Global Services, Inc.

Geokinetics Processing, UK Ltd.

Geokinetics Singapore PTE. LTD.

Geokinetics FZE

Geokinetics Enterprises, Inc.

Geokinetics Singapore Operations PTE. LTD.

Foresight Australia PTY LTD

Geokinetics International Services, Inc.

Geokinetics Onshore Servicios S.A.C.

Schedule 1.01C

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SCHEDULE 1.01D
Non-Loan Party Indebtedness

COUNTRY	DESCRIPTION	FACE AMOUNT IN USD	MATURITY DATE
Brazil	Banco Bradesco – Equipment Financing	$3,173,566	Various
Brazil	Factoring Agreement dated 7/25/2012 with RED FUNDO DE INVESTIMENTO EM DIREITOS CREDITÓRIOS PETROBRAS FORNECEDORES	$0	7/25/2014
Mexico	Credit Agreement for up to $7,624,760 dated November 22, 2011 between Geokinetics de Mexico, S.A. de C.V. and Navix de Mexico, S.A. de C.V., Sociedad, Financiera de Objeto Multiple, Entidad no Regulada	$1,337,909	11/29/2013
Australia	Equipment Financing	$580,480	Various

Available Overdraft Facilities

COUNTRY	FINANCIAL INSTITUTION	AMOUNT IN USD	AMOUNT OUTSTANDING
Brazil	Banco Itau	$50,000		$0
Brazil	Banco Bradesco	$300,000		$0
Brazil	Banco do Brasil	$200,000		$0

Schedule 1.01D

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SCHEDULE 1.01EPermitted Senior Liens

Collateralized Letters of Credit and Bonds

Line of Credit / CD#	Entity	Originating Bank	Beneficiary	USD Amount	Maturity Date
LGM7092000975	Geokinetics Geophysical Malaysia Sdn. Bhd.	OCBC Bank (Malaysia) Bhd	Customer – Malaysia Project	$5,732	2/28/13
LGM7092000900	Geokinetics Geophysical Malaysia Sdn. Bhd.	OCBC Bank (Malaysia) Bhd	Customer – Malaysia Project	$322,581	1/26/13
14470	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$25,000	8/24/13
14123	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$112,500	7/31/13
15294	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$125,000	9/21/13
15293	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$150,000	9/21/13
15772	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$75,000	10/10/13
15775	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$75,000	10/10/13
15776	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$75,000	10/10/13
16925	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$10,000	1/10/14
17520	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$10,000	1/13/14
18111	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$77,245	12/10/13
18112	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$10,000	12/14/13

Schedule 1.01E

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Line of Credit / CD#	Entity	Originating Bank	Beneficiary	USD Amount	Maturity Date
18483	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$25,000	12/19/13
21082	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$250,000	1/18/14
23178	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$100,000	2/12/14
11947	Geokinetics Services Corp.	Wells Fargo Bank N.A.	Banque Exterieure d’Algerie	$21,359	4/28/13
12827	Geokinetics Services Corp.	Wells Fargo Bank N.A.	Banque Exterieure d’Algerie	$61,820	6/20/13
7600	Geokinetics Services Corp	Wells Fargo Bank N.A.	American Express	$500,000	4/12/13
13356	Geokinetics Services Corp	Wells Fargo Bank N.A.	Kuehne & Nagel	$33,000	6/15/13
13927	Geokinetics Services Corp	Wells Fargo Bank N.A.	Customer – Bangladesh Project	$1,456,376	3/31/13
17525	Geokinetics Services Corp	Wells Fargo Bank N.A.	Fleetcor Technologies	$180,000	12/5/13

Collateral Deposits

COUNTRY	PARTY	USD AMOUNT
United States	Wells Fargo Bank N.A.	$50,000
United States	Wells Fargo Bank N.A.	$200,000
United States	Indemco	$500,000
Brazil	Banco do Brazil	$2,038,000

Schedule 1.01E

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SCHEDULE 2.01Commitments

Name of Lender	Commitment
ASOF II Investments, LLC	$	14,478,519
American Securities Opportunities Fund, LP		$993,346
American Securities Opportunities Fund (B), L.P.		$62,710
ECF Value Fund, L.P.		$2,351,131
ECF Value Fund II, L.P.		$4,853,631
ECF Value Fund International, LTD.		$2,260,663
Total		$25,000,000

Schedule 2.01

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SCHEDULE 2.02(b)
Backstop Commitments

Name of Backstop DIP Lender	Backstop Commitment		Percentage
ASOF II Investments, LLC		$0	57.91407933000000	%
American Securities Opportunities Fund, LP		$0	3.973383180000000	%
American Securities Opportunities Fund (B), L.P.		$0	0.2508385100000000	%
ECF Value Fund, L.P.		$0	9.404525550000000	%
ECF Value Fund II, L.P.		$0	19.414522870000000	%
ECF Value Fund International, LTD.		$0	9.0426505600000	%
Total		$0	100	%

Schedule 2.02(b)

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SCHEDULE 2.05(b)
Exempted Dispositions and Casualty Events Existing as of Effective Date

None.

Schedule 2.05(b)

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SCHEDULE 2.07Chapter 11 Plan Treatment Terms

Capitalized terms used herein and not otherwise defined shall have the meanings attributed to them in the Agreement.

Pursuant to the Joint Chapter 11 Plan of Reorganization of Geokinetics Inc., et al. (as amended or modified with consent of the Backstop DIP Lenders, the “Plan”), subject to the occurrence of the effective date of the Plan (the “Plan Effective Date”), the DIP Agent shall receive for the ratable account of the Lenders the DIP Equity Distribution in full settlement, release and discharge of the Outstanding Amount of the Loans. The “DIP Equity Distribution” means the new common stock of reorganized Geokinetics Inc. (“New Common Stock”) to be issued on the Plan Effective Date and to be distributed to the Lenders commencing on the Plan Effective Date, in an amount which shall be calculated by converting the Outstanding Amount of the Loans¹ to New Common Stock at a 20% discount to the value of the New Common Stock to be issued pursuant to the Plan as of the Plan Effective Date. The value of the New Common Stock is $224 million based on the enterprise value of the Debtors as set forth in the Solicitation and Disclosure Statement for the Joint Chapter 11 Plan of Geokinetics Inc., et al. (the “Disclosure Statement”).

The calculation of the percentage of shares of New Common Stock to be issued as part of the DIP Equity Distribution (the “DIP Lender Shares”) shall be determined using the following formula:

Outstanding Amount of the Loans ÷ $179.2 million² = percentage of aggregate shares of New Common Stock to be issued as part of the DIP Equity Distribution.³ 

For example, if the Outstanding Amount of the Loans on the Plan Effective Date is $25 million and if there are 600,000 shares of New Common Stock to be issued in the aggregate, then the distribution of shares shall be calculated as follows:

$25 million ÷ $179.2 million = 14%

DIP Equity Distribution (14% of 600,000)	84,000 shares
Noteholder Distribution4 (86% of 600,000)	516,000 shares
Total	600,000 shares

___________________________

¹ This may include other amounts to the extent owed as provided in the Plan.

² This amount represents the aggregate value of the New Common Stock to be distributed pursuant to the Plan at a 20% discount to the value ($224 million) set forth in section C of the Valuation Analysis attached as Exhibit E to the Disclosure Statement.

³ Any fractional share resulting from such calculation shall be rounded down to the nearest whole number, and no cash payments shall be made in connection with such rounding.

⁴ The “Noteholder Distribution” means the shares of New Common Stock to be issued to holders of the 9.75% Senior Secured Notes Due 2014 pursuant to section III.C(iv) of the Plan.

Schedule 2.07

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SCHEDULE 5.03 Governmental Authorizations and Filings

None.

Schedule 5.03

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SCHEDULE 5.06 Litigation

Threatened:

1. Francis and Erma Franson v. Geokinetics Inc.

a. This is threatened property damage litigation arising from drilling performed on Plaintiffs' property in North Dakota. Settlement negotiations are underway with local counsel in North Dakota. A formal lawsuit has not been filed. Settlement offer has not yet been accepted or rejected.

2. Insurance Reimbursement Claim from Fidelity against Geokinetics USA, Inc. (“GOK”)

a. Fidelity is seeking reimbursement for the settlement of claims on a project in which GOK acted as a subcontractor. There is a dispute as to whether Fidelity is due reimbursement. A client wants to be reimbursed for damage claims it settled as a result of work which GOK performed. GOK’s position is that the claims are the responsibility of Fidelity. The reimbursement requested is $293,000. There are 2 property owners that have not settled and have requested an increase in the funds offered. The status of these two claims is outstanding.

Pending:

1. Ronald and Paula Herman v. Geokinetics Inc. and Geokinetics USA, Inc. (collectively, “GOK”) (Case No. 2012-7429 in the Court of Common Pleas Washington County, Washington County, Pennsylvania)

a. Plaintiffs contend that GOK, following the completion of seismic activities on the Plaintiff's property, negligently disassembled and gathered wire, electrical products and batteries, causing a fire on the Plaintiff's property. The fire destroyed a section of woods near Plaintiff's home, as well as a drain pipe that runs underneath Plaintiff's driveway. Plaintiff requested arbitration on their petition.

2. Suzanne Hedden v. Geokinetics Inc. (“GOK”) (filed in the District Court of Elbert County, Colorado)

a. Plaintiff claims GOK trespassed on her property and is interfering with the enjoyment of said property. Plaintiff further claims GOK's equipment is emitting radio beams, sickening she and her six dogs. GOK has filed a Motion to Dismiss and Plaintiff has responded with a Motion to set aside the Motion to Dismiss. The claim value is $500,000 plus punitive damages. GOK would be responsible for the first $100,000 and GOK’s insurance would bear the remainder.

Schedule 5.06

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SCHEDULE 5.07(b)(i) Owned Real Property

None.

Schedule 5.07(b)(i)

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SCHEDULE 5.07(b)(ii) Leased Real Property

Geokinetics Inc.

1. Lease Agreement dated October 16, 2007 between Nickson Westland Industrial, LLC and Geokinetics Inc. (Repair, shipping and receiving facility on 14401 West Rd. Houston, TX)

2. Lease Agreement dated October 17, 2007 between Nickson 14411 West Road Industrial, LLC and Geokinetics Inc. (Repair facility on 14411 West Rd. Houston, TX)

3. Lease Agreement dated April 19, 2007 and Amendments dated November 13, 2007, July 22, 2008 and September 27, 2010 between EMC Hotel, LTD. and Geokinetics Inc. (Corporate Headquarters Houston, TX)

4. Lease Agreement effective December 1, 2010 between Westchase Forest Apartment Homes and Geokinetics Inc. (Apartment - Houston, TX)

5. Lease Agreement dated June 6, 2011 between Camden Oak Crest Apartment Community and Geokinetics Inc. (Apartment - Houston, TX)

6. Lease Agreement dated February 1, 2009 between Mary Jane Couch Gillam and PGS Onshore, Inc. (subsequently assigned to Geokinetics Inc.) (Apartment - Alaska).

Geokinetics USA, Inc. (formerly Quantum Geophysical, Inc.)

1. Lease Agreement dated June 23, 2010 between Hershey Leasing Company and Geokinetics USA, Inc. (Office - Canonsburg, Pennsylvania)

2. Sublease Agreement dated August 10, 2010 between K&K Recycling, Inc. and Geokinetics USA, Inc. (Equipment Storage – Alaska)

3. Lease Agreement dated August 9, 2007 and Amendment dated August 19, 2010 between Delta Leasing LLC and Geokinetics USA, Inc. (Office lease (Trailer) - Alaska)

4. Lease Agreement dated December 28, 2010 between Dale and Shirley Hinz and Geokinetics USA, Inc. (Office – Ault, Colorado)

5. Lease Agreement dated December 12, 2001 and Extension dated June 1, 2011 between Geokinetics USA, Inc. and Alaska Dreams, Inc. (Office/Shop/Storage - Alaska)

6. Lease Agreement dated July 1, 2010 and Extension dated July 1, 2011 between Brice Sukakpak LLC and Geokinetics USA, Inc. (Equipment Storage – Alaska)

7. Lease Agreement dated June 20, 2006 and Assignment and 1st Amendment dated May 1, 2011 between Geokinetics USA, Inc. and SJ/JL Calais Office I, LLC (Office – Alaska)

8. Lease Agreement dated September 15, 2012 between WSCB Properties, Ltd. And Geokinetics USA, Inc. (Equipment Storage – Rosenberg, Texas)

Schedule 5.07(b)(ii)

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Geokinetics Acquisition Company (formerly PGS Onshore, Inc.)

1. Lease Agreement between PGS Onshore, Inc. and C-2 Real Estate Holdings, LTD. dated August 15, 2007 (Warehouse Facility – Stafford, Texas)

Geokinetics International, Inc. (formerly Grant Geophysical (Int’l), Inc.)

1. Lease Agreement dated December 28, 2009 between Geokinetics International, Inc. and Lieutenant General Mohd Aminul Karim ( Office Lease – Dhaka, Bangladesh)

2. Lease Agreement dated August 1, 2010 between Geokinetics International, Inc. and Md. Quazi Nasir Uddin Ahmed (Land lease – Barisal, Bangladesh)

3. Sublease Agreement dated May 26, 2011 between Geokinetics International, Inc. and Geokinetics (Malta) Holdings Ltd (Office – Tunis, Tunisia)

4. Lease agreement dated March 1, 2011 between Geokinetics International, Inc. and Admarie Heimann (Office and Staff House – San Fernando, Trinidad)

Geokinetics International, Inc. Branches

Schedule 5.07(b)(ii)

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BRANCH	LOCATION	LESSOR	PROPERTY DESCRIPTION
Angola	Viana, Angola	Fabrico de Plasticos Kwanza, Lda	Warehouse
Angola	Luanda, Angola	Genea Administracao	Staff Apartment
Angola	Luanda, Angola	Germano Miguel Sacavumbi	Staff Apartment
Angola	Luanda, Angola	Globo Service SA	Processing Office
Angola	Luanda, Angola	Khiber International Comercio, Importacao, Exportacao, LDA	Office
Angola	Luanda, Angola	Khiber International Comercio, Importacao, Exportacao, LDA	Office
Angola	Muxima, Angola	Pedro Luis Masela de Almeida- Motel Katondo	Crew Accommodations
Angola	Noblesse, Angola	Jose Manuel Pedro	Staff Apartment
Brunei	Brunei	Eversolve Business Services	Office & Warehouse
Brunei	Brunei	Leong Ngoh Leng	Staff House
Colombia	Bogota, Colombia	TecnologiaInmobiliar ia S.A.	Office

Foreign Subsidiaries

COUNTRY	LOCATION	PROPERTY DESCRIPTION
Algeria	Algiers	Office
Algeria	Timimoun	Crew Accommodations
Algeria	Timimoun	Crew Yard
Australia	Brisbane	Office
Australia	Brisbane	Office & Warehouse
Bolivia	Santa Cruz	Office
Bolivia	Santa Cruz	Warehouse
Brazil	Rio de Janeiro	Warehouse
Brazil	Rio de Janeiro	Office
Brazil	Salvador	Crew Accommodations
Brazil	Mossoro	Crew Accommodations
Brazil	Mossoro	Crew Yard

Schedule 5.07(b)(ii)

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Brazil	Natal	Warehouse
Brazil	Salvador	Office
Brazil	Linhares	Office
Brazil	Pojuca	Office
Brazil	Rio de Janeiro	Staff Apartment
Brazil	Lucas do Rio Verde	Crew Accommodations
Brazil	Nova Mutum	Storage Facility
Brazil	Santa Rita do Trivelato	Crew Yard
Brazil	Santo Amaro	Crew Accommodations
Brazil	Nova Mutum	Crew Accommodations
Brazil	Santa Rita do Trivelato	Warehouse
Brazil	Alto Rodrigues	Warehouse
Brazil	Rio de Janeiro	Staff Apartment
Canada	Calgary	Office & Warehouse
Canada	Calgary	Land
Canada	Calgary	Processing Office
Egypt	Cairo	Office
Egypt	Maadi	Storage Facility
Egypt	Cairo	Staff House
Egypt	Cairo	Staff House
Indonesia	Menara	Office
Indonesia	Menara	Office
Libya	Tripoli	Office
Libya	Tripoli	Staff House
Malaysia	Kuala Lampur	Warehouse
Malaysia	Kuala Lampur	Office
Mexico	Mexico City	Office
Mexico	Tamaulipas	Crew Accommodations
Mexico	Nuevo Leon	Warehouse
Mexico	Veracruz	Office
Mexico	Frontera-Tabasco	Office
Mexico	Mexico City	Staff house
Mexico	Tabasco	Staff House
Morocco	Rabat	Office
Peru	Iquitos	Warehouse
Peru	Sullana	Warehouse
Peru	Lima	Office
Peru	Lima	Office
Peru	Lima	Office
Peru	Lima	Office
Peru	Lima	Office

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Peru	Pucallpa	Office and Warehouse
Peru	Pucallpa	Port Rental
Peru	Pucallpa	Crew Accommodations
Singapore	Singapore	Office
Singapore	Singapore	Warehouse
Singapore	Singapore	Staff Apartment
Singapore	Singapore	Staff Apartment
Singapore	Singapore	Staff Apartment
Tunisia	Tunis	Office
United Arab Emirates Emirates	Dubai	Office
United Kingdom Kingdom	Woking, England	Processing Center
United Kingdom Kingdom	Glasgow, Scotland	Office

Schedule 5.07(b)(ii)

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SCHEDULE 5.09(a) Environmental Compliance Exceptions

None.

Schedule 5.09(a)

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SCHEDULE 5.09(b) Hazardous Material Release

None.

Schedule 5.09(b)

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SCHEDULE 5.09(c) Remedial Actions

None.

Schedule 5.09(c)

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SCHEDULE 5.09(d) Environmental Permits

None.

Schedule 5.09(d)

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SCHEDULE 5.09(e) Environmental Liabilities

None.

Schedule 5.09(e)

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SCHEDULE 5.10(a)
Taxes: Filings and Permits

COUNTRY	TAX YEAR(S)
Argentina	2011
Australia	2008 short year, 2008-2011
Egypt	2009-2011
Malaysia	2008-2011
Malta	2009-2011
Mexico	2002-2011
Mozambique	2011
Nicaragua	2008-2011
Norway	2011
Saudi Arabia	2005-2011
Tanzania	2009-2011
Trinidad and Tobago	2010-2011
Venezuela	2011

Schedule 5.10(a)

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SCHEDULE 5.10(b)
Taxes: Material Claims; Waivers and Extensions; Notifications and Examinations

ENTITY	TAXING AUTHORITY	TAX TYPE	PERIOD(S)
Tax returns being examined by a taxing authority
Geofisica Geokinetics Bolivia, SRL	Bolivia	Social Tax	1/1/2008- 12/31/2011
Geokinetics International, Inc. - Egypt Branch	Egypt	Income Tax	1/1/2004- 12/31/2008
Geokinetics Exploration Peru S.A.C.	Peru	Value Added Tax	1/1/2010- 12/31/2010
Geokinetics Inc.	United States	Excise Tax	4/1/2011- 6/30/2011
Tax returns being examined by a taxing authority; Presently effective material waivers or extensions of statutes in writing
Geokinetics Inc.	Texas	Sales and Use Tax	9/1/2007- 5/31/2011

Schedule 5.10(b)

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SCHEDULE 5.10(c) Taxes: Tax Sharing Agreements

None.

Schedule 5.10(c)

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SCHEDULE 5.11(a) Compliance with ERISA

None.

Schedule 5.11(a)

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SCHEDULE 5.12
Labor Matters

None.

Schedule 5.12

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SCHEDULE 5.13 Subsidiaries and other Equity Investments

Entity	Jurisdiction of Organization	Ownership Interest of a Loan Party or any of its Subsidiaries	Equity Owner	Equity Interests to be pledged? (Y or N)	Validly issued, fully paid and nonassessable? (Y or N)
Geokinetics Holdings USA, Inc.	Delaware	100%	Geokinetics Inc.	Y	Y
Advanced Seismic Technology, Inc.	Texas	100%	Geokinetics International Holdings, Inc.	Y	Y
Geokinetics Acquisition Company	Delaware	100%	Geokinetics Holdings USA, Inc.	Y	Y
Geokinetics Processing, Inc.	Texas	100%	Geokinetics Holdings USA, Inc.	Y	Y
Geokinetics Management, Inc.	Texas	100%	Geokinetics International Holdings, Inc.	Y	Y
Geokinetics International Holdings, Inc.	Delaware	100%	Geokinetics Acquisition Company	Y	Y
Geokinetics International, Inc.	Texas	100%	Geokinetics International Holdings, Inc.	Y	Y
Geokinetics USA, Inc.	Texas	100%	Geokinetics Acquisition Company	Y	Y
Geokinetics Services Corp.	Texas	100%	Geokinetics Holdings USA, Inc.	Y	Y
Geokinetics Processing, UK Ltd.*	United Kingdom	100%	Geokinetics Processing, Inc.	Y	Y
Geokinetics Exploration, Inc.	Alberta, Canada	100%	Geokinetics International, Inc.	Y*	Y
Geokinetics Singapore PTE. LTD.	Singapore	100%	Geokinetics International, Inc.	Y*	Y
Geokinetics Singapore Operations PTE. LTD.	Singapore	100%	Geokinetics International, Inc.	Y*	Y
Geokinetics (Australasia) PTY LTD	Australia	100%	Geokinetics International, Inc.	Y*	Y
Foresight Australia PTY LTD	Australia	100%	Geokinetics International, Inc.	Y*	Y

Schedule 5.13

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Entity	Jurisdiction of Organization	Ownership Interest of a Loan Party or any of its Subsidiaries	Equity Owner	Equity Interests to be pledged? (Y or N)	Validly issued, fully paid and nonassessable? (Y or N)
Geokinetics Geophysical do Brasil Ltda.	Brazil	100%	Geokinetics International, Inc. (99%), Geokinetics International Holdings, Inc. (1%)	Y*	Y
Geokinetics Egypt LLC	Egypt	100%	Geokinetics Exploration, Inc. (90%), Geokinetics International, Inc. (10%)	Y*	Y
Grant Geophysical Saudi Arabia L.L.C.	Saudi Arabia	49%	Geokinetics International, Inc.	Y*	Y
Geokinetics Geophysical Malaysia Sdn. Bhd.	Malaysia	100%	Geokinetics International, Inc.	Y*	Y
P.T. Geokinetics Indonesia	Indonesia	100%	Geokinetics International Holdings, Inc.	Y*	Y
Geokinetics FZE	Dubai, United Arab Emirates	100%	Geokinetics Exploration, Inc.	N	Y
Geokinetics International Services, Inc.	Cayman	100%	Geokinetics International, Inc.	Y	Y
Geokinetics Global Services, Inc.	Cayman	100%	Geokinetics Holdings USA, Inc.	Y	Y
Geokinetics Enterprises, Inc.	Cayman	100%	Geokinetics International Holdings, Inc.	Y*	Y
Geofisica Geokinetics Bolivia SRL	Bolivia	100%	Geokinetics International, Inc. (50%), Geokinetics International Services, Inc. (50%)	Y**	Y
Geokinetics Exploration Peru SAC.	Peru	99%	Geokinetics Exploration, Inc. (99%)	N	Y

Schedule 5.13

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Entity	Jurisdiction of Organization	Ownership Interest of a Loan Party or any of its Subsidiaries	Equity Owner	Equity Interests to be pledged? (Y or N)	Validly issued, fully paid and nonassessable? (Y or N)
Geokinetics Onshore Peru S.A.C.	Peru	100%	Geokinetics Exploration Peru SAC. (99%), Geokinetics Exploration, Inc. (1%)	N	Y
Geokinetics Onshore Servicios S.A.C.	Peru	100%	Geokinetics Exploration Peru SAC. (99%), Geokinetics Exploration, Inc. (1%)	N	Y
Andina de Geofisica S.A.C.	Peru	97.5%	Geokinetics Exploration, Inc.	N	Y
Geokinetics de Mexico S.A. de C.V.	Mexico	100%	Geokinetics International, Inc. (99.9%), Geokinetics International Holdings, Inc. (0. 1%)	Y*	Y
Geokinetics Administracion y Servicios S.A. de C.V.	Mexico	100%	Geokinetics International, Inc. (99.9%), Geokinetics International Holdings, Inc. (0. 1%)	Y*	Y
Grant Geofisical de Mexico S.A. de C.V.	Mexico	99%	Geokinetics International, Inc.	N/A	N/A
Geokinetics Exploration Morocco SARL	Morocco	100%	Geokinetics Exploration, Inc.	N	Y
Geokinetics (Malta) Holdings Ltd.	Malta	100%	Geokinetics Exploration, Inc. (99%), Geokinetics International, Inc. (1%)	N	Y
Geokinetics (Malta) Ltd.	Malta	100%	Geokinetics (Malta) Holdings Ltd.	N	Y
Grant Geophysical Nicaragua, S.A.	Nicaragua	98%	Geokinetics International, Inc.	N/A	N/A

* 66% of the interest in this company will be pledged.

** 66% of Geokinetics International, Inc.’s 50% interest will be pledged and 66% of Geokinetics International Holdings Inc.’s 50% interest will be pledged.

Schedule 5.13

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SCHEDULE 5.16 Intellectual Property, Licenses

PATENTS

Name of Grantor	Patent Description	Patent Number	Issue Date
Geokinetics Acquisition Company Our Ref: P30480	Automated Cable Handling Transport Apparatus Vehicle	Canada: 2393263 US: 6,775,204	Canada: 11/18/2008 Granted 8/10/2004 US: 8/10/2004
Geokinetics Acquisition Company Our ref: 02-13	Water Bottom Cable Seismic Survey Cable and System	Mexico: 254980 Nigeria: RP 16782 US: 7,139,217 7,113,448 7,061,829 China: 200510073945.7	Mexico: 2/27/2008 Nigeria: 5/14/2007 US:11/21/2006 US: 9/26/2006 US: 6/13/2006 China: 12/15/2009
Geokinetics Acquisition Company Our ref: 02-19	Cable Handling System	India: 227651 Mexico: 264794 US: 7,028,988 Canada: 2483977	India: 1/14/2009 Mexico: 2/27/2009 US: 4/18/2006 Canada: 12/15/2009
Geokinetics Acquisition Company Our ref: 04-15	Solid Contraction Electrical Connector Adapted for Use with Seismic Data Acquisition	US: 7,390,217	US: 6/24/2008
Geokinetics Acquisition Company Our ref: 05-15	System and method for Optimizing Seismic Sensor Response	UK: 2434869	UK: 6/24/2009
Geokinetics Acquisition Company Our ref: 06- 24	Diffuse Seismic Imaging Systems and Methods	US: 7,383,133	US: 6/3/2008
Geokinetics Acquisition Company Our ref: GEO-10-01	Helicopter Transportable Antenna Mast and Stay Cable System	US: 7,796, 093	US: 9/14/2010
Geokinetics Acquisition Company Our ref: 05-17	Three Dimensional Seismic Survey Methods Using Perturbation Pattern to Provide Bin Fraction	Eurasia: 200970330	Issued 2010

Schedule 5.16

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PATENT APPLICATIONS

Name of Grantor	Patent Application	Application Filing Date	Application Serial Number
Geokinetics Acquisition Company Our ref: 02-13	Water Bottom Cable Seismic Survey Cable and System	China: 5/27/2005 Europe: 4/25/2005 Mexico: 5/26/2005	China: 200510073945.7 Europea: 0525268.0 Mexico: MX/A/2007/014712
Geokinetics Acquisition Company Our ref: 02-19	Cable Handling System	Brazil: 10/04/2004 Canada: 10/05/2004 Venezuela: 10/11/2004	Brazil: PI0404416-9 Canada: 2483977 Venezuela: P-1686/04
Geokinetics Acquisition Company Our ref: 04-15	Solid Contraction Electrical Connector Adapted for Use with Seismic Data Acquisition Systems	France: 3/15/2006	France: 0650874000
Geokinetics Acquisition Company Our ref: 05-15	System and Method for Optimizing Seismic Sensor Response	Australia: 1/19/2007 Norway: 1/17/2007	Australia: 2007200242 Norway: 20070303
Geokinetics Acquisition Company Our ref: 05-17	Three- Dimensional Seismic Survey Methods using a Perturbation Pattern to Provide Bin Fractionation	Algeria: 9/28/2007 Australia: 9/28/2007 Brazil: 9/28/2007 Canada: 9/29/2007 Eurasia: 9/28/2007 Granted 2010 Egypt: 9/28/2007 Mexico: 9/28/2007	Algeria: 090130 Australia: 2007305355 Brazil: PIo717137-4 Canada: 2664007 Eurasia: 200970330 Egypt: 248/2009PCT Europe: 07839094.5 Mexico:MX/A/2009/003407
Geokinetics Acquisition Company Our ref: 05-17	Three- Dimensional Seismic Survey Methods using a Perturbation Pattern to Provide Bin Fractionation	PCT: 9/28/2007 US: 9/27/2007	PCT: PCT/US2007/021069 US: 11/904,563
Geokinetics Acquisition Company Our ref: 06-24	Diffuse Seismic Imaging Systems and Methods	Egypt: 4/3/2008 Norway: 4/3/2008 UK: 4/9/2008	Egypt: 576/2008 Norway: 20081660 UK: 0806453.7

Schedule 5.16

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Name of Grantor	Patent Application	Application Filing Date	Application Serial Number
Geokinetics Acquisition Company Our ref: 06-30	Helicopter Transportable Antenna Mast and Stay Cable System	Bolivia: 1/10/2008 Canada: 12/11/2007 Ecuador: 12/27/2007 Mexico: 1/15/2008 Peru: 1/14/2008 US: 1/16/2007 Granted 9/14/2010	Bolivia: SP-002-08 Canada: 2616880 Ecuador: SP-07-8074 Mexico: MX/A/2008/00701 Peru: 000137-2008/OIN US: 11/654,274
Geokinetics Acquisition Company Our ref: 07-07	Super Heterodyne Seismic Vibrator and Method	Australia: 9/25/2008 Norway: 9/11/2008 UK: 9/26/2008 US: 10/2/2007	Australia: 2008227065 Norway: 20083903 UK: 0817741.2 US: 11/906,347
Geokinetics Acquisition Company Our ref: 07-25	Dithering Control of Oscillator Frequency to Reduce Cumulative Timing Error in a Clock	Algeria: 4/13/2009 Australia: 3/16/2009 Bolivia: 3/12/2009 Brazil: 4/14/2009 Canada: 3/13/2009 Colombia: 4/14/2009 Eurasia: 4/7/2009 Egypt: 4/5/2009 Europe: 4/8/2009 Mexico: 4/14/2009 Peru: 4/7/2009 US: 4/14/2008	Algeria: 090212 Australia: 2009201054 Bolivia: SP-072-09 Brazil: PI0900972-8 Canada: 2658318 Colombia: 09037580 Eurasia: 200900421 Egypt: 453/2009 Europe: 09157599.3 Mexico:MX/A/2009/003956 Peru: 000490-2009/DIN US: 12/082,788
Geokinetics Acquisition Company Our ref: 09-01	Remote Seismic Surveying Systems and Methods	US: 8/12/2009	US: 12/462,962
Geokinetics Acquisition Company Our ref: 09-07	Method of Acquiring Near Offset and Zero Offset Seismic Data Recording	US: 9/4/2009	US: 12/584474 Argentina Bolivia Colombia PCT Saudi Arabia Venezuela Filed based on US Case
Geokinetics Acquisition Company Our ref: 09-26	Electromagnetic System for Timing Synchronization and Location Determination for Seismic Sensing Systems Having Autonomous (Nodal) Recording Units	US: 12/15/2009	US: 12/653,493 PCT-Of interest: Australia, Europe, Mexico

Schedule 5.16

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Name of Grantor	Patent Application	Application Filing Date	Application Serial Number
Geokinetics Acquisition Company Our ref: 09-30	Passive Marine Equipment Recovery Device	US: 9/3/2009	US: 12/584298
Geokinetics Acquisition Company Our ref:09-32	Impact-Free Magnetic Repulsion Impulse Seismic Source (PGS- 09-32) Magnetic Mass Lift Impulsive Seismic Energy Source Including Attracting and Repulsing Electromagnets	US: 8/6/2009 Saudi Arabia 8/3/2010	US: 12/462,643 PCT Of Interest: Australia, Brazil, Europe, Indonesia, Mexico Saudi Arabia: 110310633
Geokinetics Acquisition Company Our ref:09-39	Magnetic Mass-Lift Impulsive Seismic Energy Source Including Repelling Electromagnetics and Reaction Mass Damping	US: 12/15/2009	US: 12/653,494 PCT Saudi Arabia
Geokinetics Acquisition Company Our ref: Geo 10-01	Near offset Seismic Data Fortification Process Method to Improve Spatial Sampling of Vertical Motion of Seismic Wavefields on the Fee Surface of the Earth by Utilizing Horizontal Rotational Motion and Vertical Motion Sensors	US: 9/14/2010	US: 61/382,789
Geokinetics Acquisition Company Our ref: GEO-10-02 PROV modified	Method to Improve Spatial Sampling of Vertical Motion of Seismic Wavefields on the Fee Surface of the Earth by Utilizing Horizontal Rotational Motion and Vertical Motion Sensors	10/7/2010	US: 61/390,938

Schedule 5.16

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Name of Grantor	Patent Application	Application Filing Date	Application Serial Number
Geokinetics Acquisition Company Our ref: GEO-10-03 PROV	Method to Improve Spatial Sampling of Vertical Motion of Seismic Wavefields on the Fee Surface of the Earth by Utilizing Horizontal Rotational Motion and Vertical Motion Sensors	10/7/2010	US: 61/391,071

TRADEMARKS

Schedule 5.16

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Name of Grantor	Trademark	Registration Date	Registration Number
Geokinetics Inc.	“Geokinetics”for Geophysical Services for the Oil and gas Industries, Namely, Seismic Data Acquisition and Processing, in Class 42	November 11, 2008	US: 3,530,976
Geokinetics Inc.		February 3, 2009	US: 3,569,707
	for Geophysical Services for the Oil and gas Industries, Namely, Seismic Data Acquisition and Processing, in Class 42
Geokinetics Inc.	SOLID STATE GEOPHYSICAL	08/21/2008	Canada: 721599
Geokinetics Inc.	TRACE ENERGY SERVICS T	10/08/2008	Canada: 725554
Geokinetics Inc.	SOLID STATE GEOPHYSICAL	06/17/2008	Canada: 716741
Geokinetics Inc.	GEOKINETICS	01/10/2008	Canada: 704377
Geokinetics Inc.	GEOKINETICS	01/10/2008	Canada: 704378
Geokinetics Processing, Inc. [trademark in the company’s original name - Geophysical Development Corporation]	GDCMOD	04/10/2007	US: 3226728

Schedule 5.16

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Name of Grantor	Trademark	Registration Date	Registration Number
Geokinetics Processing, Inc.  [trademark in the company’s original name - Geophysical Development Corporation]	JROUGE	09/26/2006	US: 3147814
Geokinetics Processing, Inc.  [trademark in the company’s original name - Geophysical Development Corporation]	SOLID	10/17/2006	US: 3156555
Geokinetics Processing, Inc.  [trademark in the company’s original name - Geophysical Development Corporation]	ETVIEW	07/11/2006	US: 3114007
Geokinetics Processing, Inc.  [trademark in the company’s original name - Geophysical Development Corporation]	ETHOS	10/10/2006	US: 3153091
Geokinetics Processing, Inc.  [trademark in the company’s original name - Geophysical Development Corporation]	GDC TILES	11/06/2007	US: 3329082
Geokinetics International Holdings, Inc. [trademark in the company’s original name –Grant Geophysical, Inc.]	G	08/07/2001	US: 2476496

Schedule 5.16

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Geokinetics International Holdings, Inc. [trademark in the company’s original name –Grant Geophysical, Inc.] GRANT GEOPHYSICAL 02/27/1996 US: 1959013

Schedule 5.16

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TRADEMARK APPLICATIONS

None.

COPYRIGHTS

None.

COPYRIGHT APPLICATIONS

None.

Schedule 5.16

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SCHEDULE 7.01(b) Existing Liens

Collateralized Letters of Credit and Bonds

Line of Credit / CD#	Entity	Originating Bank	Beneficiary	USD Amount	Maturity Date
24641-SA	Geokinetics USA, Inc.	Frost Bank	State of Colorado	$25,000	7/9/13
23376-SA	Geokinetics USA, Inc.	Frost Bank	State of Montana	$10,000	11/16/13
25646-SA	Geokinetics USA, Inc.	Frost Bank	State of Oklahoma	$235,000	5/2/13
7004688	Geokinetics USA, Inc.	Bank of North Dakota	State of North Dakota	$50,000	11/2/13
7008909	Geokinetics USA, Inc.	Bank of North Dakota	State of North Dakota	$50,000	3/20/13
60133/60134	Geokinetics USA, Inc.	Community National Bank	State of Oklahoma	$50,000	3/6/14
55100	Geokinetics USA, Inc.	Community National Bank	State of Colorado	$25,000	3/6/14
LGM7092000975	Geokinetics Geophysical Malaysia Sdn. Bhd.	OCBC Bank (Malaysia) Bhd	Customer – Malaysia Project	$5,732	2/28/13
LGM7092000900	Geokinetics Geophysical Malaysia Sdn. Bhd.	OCBC Bank (Malaysia) Bhd	Customer – Malaysia Project	$322,581	1/26/13
14470	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$25,000	8/24/13
14123	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$112,500	7/31/13
15294	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$125,000	9/21/13
15293	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$150,000	9/21/13
15772	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$75,000	10/10/13
15775	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$75,000	10/10/13

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Line of Credit / CD#	Entity	Originating Bank	Beneficiary	USD Amount	Maturity Date
15776	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$75,000	10/10/13
16925	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$10,000	1/10/14
17520	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$10,000	1/13/14
18111	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$77,245	12/10/13
18112	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$10,000	12/14/13
18483	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$25,000	12/19/13
21082	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$250,000	1/18/14
23178	Geokinetics Services Corp	Wells Fargo Bank N.A.	Indemco	$100,000	2/12/14
663939/665320	Geokinetics Services Corp.	Wells Fargo Bank N.A.	Banque Exterieure d’Algerie	$227,500	Evergreen Clause
11947	Geokinetics Services Corp.	Wells Fargo Bank N.A.	Banque Exterieure d’Algerie	$21,359	4/28/13
12827	Geokinetics Services Corp.	Wells Fargo Bank N.A.	Banque Exterieure d’Algerie	$61,820	6/20/13
7600	Geokinetics Services Corp	Wells Fargo Bank N.A.	American Express	$500,000	4/12/13
13356	Geokinetics Services Corp	Wells Fargo Bank N.A.	Kuehne & Nagel	$33,000	6/15/13
13927	Geokinetics Services Corp	Wells Fargo Bank N.A.	Customer – Bangladesh Project	$1,456,376	3/31/13
17525	Geokinetics Services Corp	Wells Fargo Bank N.A.	Fleetcor Technologies	$180,000	12/5/13

Collateral Deposits

Schedule 7.01(b)

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COUNTRY	PARTY	USD AMOUNT
United States	Wells Fargo Bank N.A.	$50,000
United States	Wells Fargo Bank N.A.	$200,000
United States	Indemco	$500,000
United States	RLI Insurance Co.	$335,000
Brazil	Banco do Brazil	$2,038,000

Schedule 7.01(b)

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UCC Financing Statements

Filing Type	Debtor	Secured Party	Filing Location	Filing Number	Date of Filing	Collateral Description
Initial Filing (expires 4/11/13)	Geokinetics International Holdings, Inc.	The CIT Group/Equipment Financing, Inc.	Delaware	2008 1283033	4/11/08	(i) All of the equipment, et al, subject to the terms of the Master Lease Agreement and as set forth on Schedule I thereto, (ii) all software related to the Equipment, (iii) all insurance policies covering the Equipment and (iv) all proceeds of the foregoing
Amendment				2008 1626892	5/9/08	The Equipment described on Schedule A attached thereto
Initial Filing (expires 2/12/15)	Geokinetics International Holdings, Inc.	U.S. Bank National Association, as Collateral Trustee	Delaware	2010 0487128	2/12/10	All personal property and other assets, excluding Excluded Property (see Exhibit A attached thereto)
Initial Filing (expires 12/23/14)	Geokinetics Holdings USA, Inc.	U.S. Bank National Association, as Collateral Agent	Delaware	2009 4122161	12/23/09	(i) Deposit account no. 4122005382 in the name of Geokinetics Holdings USA, Inc. with Wells Fargo (the “Collateral Account”), all financial assets (as defined in the UCC) credited to the Collateral Account, all security entitlements (as defined in the UCC) with respect to such financial assets, and other property received or distributed in respect of such assets and entitlements, (ii) all proceeds, (iii) all cash credited to the Collateral Account
Initial Filing (expires 2/12/15)	Geokinetics Holdings USA, Inc.	U.S. Bank National Association, as Collateral Trustee	Delaware	2010 0487094	2/12/10	All personal property and other assets, excluding Excluded Property (see Exhibit A attached thereto)
Initial Filing (expires 2/12/15)	Geokinetics Acquisition Company	U.S. Bank National Association, as Collateral Trustee	Delaware	2010 0487185	2/12/10	All personal property and other assets, excluding Excluded Property (see Exhibit A attached thereto)

Schedule 7.01(b)

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Filing Type	Debtor	Secured Party	Filing Location	Filing Number	Date of Filing	Collateral Description
Initial Filing (expires 4/11/13)	Advanced Seismic Technology, Inc.	The CIT Group/Equipment Financing, Inc.	Texas	08-0012632567	4/11/08	(i) All of the equipment, et al, subject to the terms of the Master Lease Agreement and as set forth on Schedule I thereto, (ii) all software related to the Equipment, (iii) all insurance policies covering the Equipment and (iv) all proceeds of the foregoing
Amendment				08- 00160855	5/9/08	The equipment described on Schedule A thereto
Initial Filing (expires 5/1/14)	Advanced Seismic Technology, Inc.	Northstar Trade Finance Inc.	Texas	09-0012437420	5/1/09	Equipment consisting of 15 compressors and accessories as per the National Compressed Air Canada Ltd. invoice number 48109 dated January 29, 2009, including all increases, additions, accretions and accessions to, and all extensions, substitutions or replacement of, any of the Equipment, and to all proceeds and personal property in any form derived directly or indirectly from any dealing with all or any part of such Equipment and all or any part of the proceeds. The security interest evidenced by this filing is a purchase money security interest under 9-324 of the UCC.
Initial Filing (expires 2/16/15)	Advanced Seismic Technology, Inc.	U.S. Bank National Association, as Collateral Trustee	Texas	10-0004402930	2/16/10	All personal property and other assets, excluding Excluded Property (see Exhibit A attached thereto)
Initial Filing (expires 4/11/13)	Geokinetics, Processing, Inc.	The CIT Group/Equipment Financing, Inc.	Texas	80012632678	4/11/08	(i) All of the equipment, et al, subject to the terms of the Master Lease Agreement and as set forth on Schedule I thereto, (ii) all software related to the Equipment, (iii) all insurance policies covering the Equipment and (iv) all proceeds of the foregoing
Amendment				800160852	5/9/08	Adds the equipment described on Schedule A attached thereto
Initial Filing (expires 2/16/15)	Geokinetics, Processing, Inc.	U.S. Bank National Association, as Collateral Trustee	Texas	100004403567	2/16/10	All personal property and other assets, excluding Excluded Property (see Exhibit A attached thereto)

Schedule 7.01(b)

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Filing Type	Debtor	Secured Party	Filing Location	Filing Number	Date of Filing	Collateral Description
Initial Filing (expires 4/11/13)	Geokinetics Management, Inc.	The CIT Group/Equipment Financing, Inc.	Texas	80012632456	4/11/08	(i) All of the equipment, et al, subject to the terms of the Master Lease Agreement and as set forth on Schedule I thereto, (ii) all software related to the Equipment, (iii) all insurance policies covering the Equipment and (iv) all proceeds of the foregoing
Amendment				800160850	5/9/08	Adds the equipment described on Schedule A attached thereto
Initial Filing (expires 2/16/15)	Geokinetics Management, Inc.	U.S. Bank National Association, as Collateral Trustee	Texas	100004403941	2/16/10	All personal property and other assets, excluding Excluded Property (see Exhibit A attached thereto)
Initial Filing (expires 4/11/13)	Geokinetics Services Corp.	The CIT Group/Equipment Financing, Inc.	Texas	80012632789	4/11/08	(i) All of the equipment, et al, subject to the terms of the Master Lease Agreement and as set forth on Schedule I thereto, (ii) all software related to the Equipment, (iii) all insurance policies covering the Equipment and (iv) all proceeds of the foregoing
Amendment				800160854	5/9/08	Adds the equipment described on Schedule A attached thereto
Initial Filing (expires 8/25/14)	Geokinetics Services Corp.	IBM Credit LLC	Texas	90023543733	8/24/09	All equipment and related software, including 993-005, 9993-GBS, 9994-001, all additions, replacements, et al, all proceeds, including insurance payments
Initial Filing (expires 9/18/14)	Geokinetics Services Corp.	IBM Credit LLC	Texas	90026311759	9/18/09	All equipment and related software, including 993-005, 9993-GBS, all additions, replacements, et al, all proceeds, including insurance payments
Initial Filing (expires 9/22/14)	Geokinetics Services Corp.	IBM Credit LLC	Texas	90026579371	9/22/09	All equipment and related software, including 9994-001, all additions, replacements, et al, all proceeds, including insurance payments
Initial Filing (expires 2/16/15)	Geokinetics Services Corp.	U.S. Bank National Association, as Collateral Trustee	Texas	100004403820	2/16/10	All personal property and other assets, excluding Excluded Property (see Exhibit A attached thereto)

Schedule 7.01(b)

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Filing Type	Debtor	Secured Party	Filing Location	Filing Number	Date of Filing	Collateral Description
Initial Filing (expires 4/11/13)	Geokinetics Inc.	The CIT Group/Equipment Financing, Inc.	Delaware	2008-1284007	4/11/08	(i) All of the equipment, et al, subject to the terms of the Master Lease Agreement and as set forth on Schedule I thereto, (ii) all software related to the Equipment, (iii) all insurance policies covering the Equipment and (iv) all proceeds of the foregoing
Amendment				2008-1626876	5/9/08	The equipment described on Schedule A thereto
Initial Filing (expires 10/1/13)	Geokinetics Inc.	CSI Leasing, Inc.	Delaware	2008-3328729	10/1/08	Various Computer Equipment leased to Lessee pursuant to Equipment Schedule 2 to Master Lease 243303
Initial Filing (expires 7/17/14)	Geokinetics Inc.	CSI Leasing, Inc.	Delaware	2009-2295720	7/17/09	Various Computer Equipment leased to Lessee pursuant to Equipment Schedule 5 to Master Lease 243303
Amendment				2009-3595938	11/9/09	Amends to specify equipment and serial numbers, see Exhibit A attached thereto
Initial Filing (expires 9/24/14)	Geokinetics Inc.	CSI Leasing, Inc.	Delaware	2009-3065197	9/24/09	Various Computer Equipment leased to Lessee pursuant to Equipment Schedule 6 to Master Lease 243303
Amendment				2010-0644108	2/25/10	Amends to specify equipment and serial numbers, see Exhibit A attached thereto
Initial Filing (expires 9/24/14)	Geokinetics Inc.	CSI Leasing, Inc.	Delaware	2010-0007553	1/4/10	Various Computer Equipment leased to Lessee pursuant to Equipment Schedule 7 to Master Lease 243303
Assignment		PNCEF, LLC		2010-1161714	4/5/10	Amends to specify equipment and serial numbers, see Exhibit A attached thereto
Initial Filing (expires 2/12/15)	Geokinetics Inc.	U.S. Bank National Association, as Collateral Trustee	Delaware	2010-0486625	2/12/10	All personal property and other assets, excluding Excluded Property (see Exhibit A attached thereto)
Amendment				2012-1305970	4/4/12	Deletes collateral (certain 2D and 3D seismic data) described in Exhibit A attached thereto

Schedule 7.01(b)

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Filing Type	Debtor	Secured Party	Filing Location	Filing Number	Date of Filing	Collateral Description
Initial Filing (expires 3/10/15)	Geokinetics Inc.	CSI Leasing, Inc.	Delaware	2010-0807580	3/10/10	Various Computer Equipment leased to Lessee pursuant to Equipment Schedule 8 to Master Lease 243303
Initial Filing (expires 10/28/15)	Geokinetics Inc.	Dell Financial Services L.L.C.	Delaware	2010-3783523	10/28/10	All computer equipment and other equipment, software and services described in the Master Lease Agreement, along with substitutions, additions, replacements and proceeds thereof
Initial Filing (expires 12/1/16)	Geokinetics Inc.	CSI Leasing, Inc.	Delaware	2011-4577907	12/1/11	Equipment, software and personal property described on Exhibit A attached thereto, leased to Lessee pursuant to Equipment Schedule 9 to Master Lease 243303
Amendment				2012-0215634	1/18/12	Amends to specify collateral and serial numbers, see Exhibit A attached thereto
Initial Filing (expires 10/3/17)	Geokinetics Inc.	CSI Leasing, Inc.	Delaware	2012-3821289	10/3/12	Equipment, software and personal property, leased to Lessee pursuant to Equipment Schedule 10 to Master Lease 243303 (see filing for specific descriptions)
Initial Filing (expires 4/11/13)	Geokinetics USA, Inc.	The CIT Group/Equipment Financing, Inc.	Texas	80012633033	4/11/08	(i) All of the equipment, et al, subject to the terms of the Master Lease Agreement and as set forth on Schedule I thereto, (ii) all software related to the Equipment, (iii) all insurance policies covering the Equipment and (iv) all proceeds of the foregoing
Amendment				800160847	5/9/08	Adds the equipment described on Schedule A attached thereto
Initial Filing (expires 8/27/14)	Geokinetics USA, Inc.	Aram Seismic Rentals, Inc.	Texas	90024139886	8/27/09	All equipment leased pursuant to the Master Lease Agreement, with all parts, accessories, additions, replacements, et al, proceeds thereof, goods, inventory, chattel paper, investment property, documents of title, instruments, money, intangibles, accounts (all as defined in the Alberta Personal Property Security Act) and insurance proceeds

Schedule 7.01(b)

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Filing Type	Debtor	Secured Party	Filing Location	Filing Number	Date of Filing	Collateral Description
Initial Filing (expires 2/16/15)	Geokinetics USA, Inc.	U.S. Bank National Association, as Collateral Trustee	Texas	100004403709	2/16/10	All personal property and other assets, excluding Excluded Property (see Exhibit A attached thereto)
Initial Filing (expires 7/21/15)	Geokinetics USA, Inc.	Capital One NA, Mobilease, Inc.	Texas	100020997957	7/21/10	One 2010 Rodeo Caterpillar Forklift
Initial Filing (expires 4/11/13)	Geokinetics International, Inc.	The CIT Group/Equipment Financing, Inc.	Texas	80012633144	4/11/08	(i) All of the equipment, et al, subject to the terms of the Master Lease Agreement and as set forth on Schedule I thereto, (ii) all software related to the Equipment, (iii) all insurance policies covering the Equipment and (iv) all proceeds of the foregoing
Amendment				800160848	5/8/08	Adds the equipment described on Schedule A attached thereto
Initial Filing (expires 2/16/15)	Geokinetics International, Inc.	U.S. Bank National Association, as Collateral Trustee	Texas	100004403688	2/16/10	All personal property and other assets, excluding Excluded Property (see Exhibit A attached thereto)

Schedule 7.01(b)

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SCHEDULE 11.02 Administrative Agent’s Office, Certain Addresses for Notices

Borrower

Geokinetics Holdings USA, Inc.1500 Citywest Boulevard, Suite 800Houston, Texas 77042Attention: Bill MollTelephone: (281) 848-7692Facsimile: (713) 850-7330

With a copy to:

Geokinetics Holdings USA, Inc.
1500 Citywest Boulevard, Suite 800
Houston, Texas 77042
Attention: Gary L. Pittman
Telephone: (281) 848-6823
Facsimile: (713) 850-7330

Administrative Agent

Cantor Fitzgerald Securities

900 West Trade Street, Suite 725

Charlotte, North Carolina 28202

Attention: Bobbie Young    

Facsimile: (646) 390-1764

Schedule 11.02

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EX-10.8

EXHIBIT A-1

FORM OF LOAN NOTICE

[Date]

Cantor Fitzgerald Securities,
as Administrative Agent under the Credit Agreement
referred to below

900 West Trade Street, Suite 725

Charlotte, North Carolina 28202

Attention: Bobbie Young    
Facsimile: (646) 390-1764

American Securities Opportunities Advisors, LLC,

as Backstop DIP Lender under the Credit Agreement
referred to below

Evan Middleton

American Securities Opportunities Fund, LP

299 Park Avenue, 34th Floor

New York, New York 10171

Office: 212-476-8021

Fax: 212-697-5524

Gates Capital Management, Inc.,

as Backstop DIP Lender under the Credit Agreement
referred to below

Jeff Gates, Founder & Portfolio Manager

Gates Capital Management

1177 Avenue of the Americas

32nd Floor

New York, NY 10036    

Tel.: 212.626.1421

Ladies and Gentlemen:

The undersigned, Geokinetics Holdings USA, Inc. (the “Borrower”), refers to the Senior Secured Debtor-in-Possession Credit Agreement dated as of March [__], 2013 (as amended, amended and restated, supplemented, replaced and/or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, Geokinetics Inc., Cantor Fitzgerald Securities, as Administrative Agent and Collateral Agent for the Lenders, and each Lender from time to time party thereto, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing as required by Section 2.02(a) of the Credit Agreement:

(a)Principal Amount of Borrowing: $____________;

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(b) Date of Borrowing (which shall be a Business Day): ____________, 2013;¹ 

8845144.8

The undersigned hereby certifies that the following statements will be true and correct on the proposed Borrowing Date:

(A)    The representations and warranties contained in Article V of the Credit Agreement and each other Loan Document are true and correct in all material respects on and as of the date of the Credit Extension and after giving effect to the Credit Extension; provided, that, to the extent such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided, further, that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(B)    No Default or Event of Default has occurred and is continuing, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(C)    At the time of the making of this Loan, the amount of such Loan is Consistent with the Approved Budget (without giving effect to any Permitted Deviation).

(D)    At the time of the making of this Credit Extension, [the Outstanding Amount shall not exceed the Maximum Availability at such time]² [the Outstanding Amount (less the aggregate amount of Loans borrowed by the Borrower during the Interim Period) shall not exceed the Maximum Availability at such time]³.

(E)    The conditions set forth in Section [4.01/4.02]⁴ and 4.03 of the Credit Agreement have been satisfied, and the Credit Extension proceeds shall be used consistent with the terms of the Credit Agreement.

[signature page follows]

____________________________

¹  Must be a date at least three Business Days following the date of the Loan Notice.

²  Insert if such Credit Extension occurs at any time during the Interim Period.

³  Insert if such Credit Extension occurs after entry of the Final Order.

⁴  Insert as applicable.

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Delivery of an executed counterpart of this Loan Notice by facsimile shall be effective as delivery of an original executed counterpart of this Loan Notice.

Very truly yours,

GEOKINETICS HOLDINGS USA, INC.

By ______________________________
Name:

Title:

Geokinetics Holdings USA, Inc. - Loan Notice

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EXHIBIT B

FORM OF PREPAYMENT NOTICE

Cantor Fitzgerald Securities,
as Administrative Agent under the Credit Agreement
referred to below

900 West Trade Street, Suite 725

Charlotte, North Carolina 28202

Attention: Bobbie Young    
Facsimile: (646) 390-1764

American Securities Opportunities Advisors, LLC,

as Backstop DIP Lender under the Credit Agreement
referred to below

Evan Middleton

American Securities Opportunities Fund, LP

299 Park Avenue, 34th Floor

New York, New York 10171

Office: 212-476-8021

Fax: 212-697-5524

Gates Capital Management, Inc.,

as Backstop DIP Lender under the Credit Agreement
referred to below

Jeff Gates, Founder & Portfolio Manager

Gates Capital Management

1177 Avenue of the Americas

32nd Floor

New York, NY 10036    

Tel.: 212.626.1421

Ladies and Gentlemen:

The undersigned, Geokinetics Holdings USA, Inc. (the “Borrower”), refers to the Senior Secured Debtor-in-Possession Credit Agreement dated as of March [__], 2013 (as amended, amended and restated, supplemented, replaced and/or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, Geokinetics Inc., Cantor Fitzgerald Securities, as Administrative Agent and Collateral Agent for the Lenders, and each Lender party thereto, and hereby gives you irrevocable notice that, pursuant to Section 2.05(a) of the Credit Agreement, on [date]⁵, the undersigned intends to prepay the Loans, in the amount of $____________. The undersigned confirms that it has obtained the consent of the Backstop DIP Lenders to effect this prepayment.

____________________________

⁵  Must be a date at least one (1) Business Day following the date of the notice of prepayment.

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Very truly yours,

GEOKINETICS HOLDINGS USA, INC.

By ______________________________
Name:

Title:

Geokinetics Holdings USA, Inc.- Prepayment Notice

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EXHIBIT C

FORM OF NOTE

$__________⁶    Dated: __________, 20__

FOR VALUE RECEIVED, the undersigned, Geokinetics Holdings USA, Inc., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY _________________________ or its registered assigns (the “Lender”) for its account or, if one has been designated, for the account of its Applicable Lending Office (as defined in the Credit Agreement referred to below; terms defined therein, unless otherwise defined herein, being used herein as therein defined) on the Maturity Date the aggregate principal amount of the Loans owing to the Lender by the Borrower pursuant to the Senior Secured Debtor-in-Possession Credit Agreement dated as of March [__], 2013 (as amended, amended and restated, supplemented, replaced and/or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, Geokinetics Inc., a Delaware corporation, Cantor Fitzgerald Securities, as Administrative Agent and Collateral Agent for the Lenders, and each Lender from time to time party thereto.

The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan, as the case may be, until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

Both principal and interest are payable in lawful money of the United States of America to Cantor Fitzgerald Securities, as Administrative Agent, at such office and in the manner specified in the Credit Agreement. Each Loan owing to the Lender by the Borrower, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this Note; provided, however, that the failure of the Lender to make any such recordation or endorsement shall not affect the Obligations of the Borrower under this Note and the other Loan Documents.

This promissory note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Loans by the Lender to or for the benefit of the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned (subject to certain terms and other limitations set forth in the Credit Agreement), the indebtedness of the Borrower resulting from each such Loan being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Obligations of the Borrower under this Note and the other Loan Documents, and the Obligations of the other Loan Parties under the Loan Documents, are secured by the Collateral as provided in the Loan Documents.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

____________________________

⁶  Such amount to equal amount of Lender's initial Commitment (plus, if such Lender is a Backstop DIP Lender, such Lender's Backstop Commitment).

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This Note may not be transferred or assigned by the Lender to any Person EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. This Note may not at any time be endorsed to, or to the order of, bearer.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

GEOKINETICS HOLDINGS USA, INC.

By ______________________________
Name:

Title:

Geokinetics Holdings USA, Inc.- Note

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LOANS OR ADVANCES AND PAYMENTS OF PRINCIPAL

Amount of Loans Outstanding on the Effective Date:		$________________
Date	Amount of Loan or Advance	Amount of Principal Paid or Prepaid	Unpaid Principal Balance	Notation Made By

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EXHIBIT D

[Reserved]

Geokinetics Holdings USA, Inc. – Compliance Certificate

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EXHIBIT E

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to the Senior Secured Debtor-in-Possession Credit Agreement dated as of March [__], 2013 (as amended, amended and restated, supplemented, replaced and/or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein, unless otherwise defined herein, being used herein as therein defined) among Geokinetics Holdings USA, Inc., as Borrower, Geokinetics Inc., Cantor Fitzgerald Securities, as Administrative Agent and Collateral Agent for the Lenders, and each Lender party thereto from time to time.

The Assignor referred to on the signature page attached hereto (the “Assignor”) and the Assignee referred to on the signature page attached hereto (the “Assignee”) agree with respect to all information relating to it and its assignment hereunder and on Schedule 1 hereto as follows:

The Assignor hereby irrevocably sells and assigns, without recourse except as to the representations and warranties made by it herein, to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest specified on Schedule 1 hereto.

The Assignor: (i) represents and warrants that its name set forth on the signature pages hereto is its legal name, that it is the legal and beneficial owner of the interest or interests being assigned by it hereunder and that such interest or interests are free and clear of any lien, encumbrance or other adverse claim; (ii) represents and warrants that it has the full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated thereby; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; and (v) attaches the Note or Notes, if any, held by the Assignor and requests that the Administrative Agent exchange such Note or Notes for an amended and restated Note payable to the order of the Assignee in an amount equal to the Commitments and/or Loans assumed by the Assignee pursuant hereto or new Notes payable to the order of the Assignee in an amount equal to the Commitments and/or Loans assumed by the Assignee pursuant hereto and the Assignor in an amount equal to the Commitments and/or Loans retained by Assignor under the Credit Agreement.

The Assignee: (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 6.01(c) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (ii) represents and warrants that it has the full power and authority, and has taken all actions necessary to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; (iii) agrees that it will, independently and without reliance upon any Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) represents and warrants that its name set forth on the signature pages hereto is its legal name; (v) confirms that it is an Eligible Assignee;

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(vi) appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (vii) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; (viii) attaches any U.S. Internal Revenue Service forms required under Section 3.01 of the Credit Agreement [and a completed Administrative Questionnaire];⁷ and (ix) represents and warrants that it has the capacity to make Loans in Dollars.

Following the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date for this Assignment and Assumption (the “Effective Date”) shall be the date of acceptance hereof by the Administrative Agent.

Upon such acceptance and recording by the Administrative Agent and receipt by the Administrative Agent of any fees payable pursuant to Section 11.07(b)(iii), as of the Effective Date, (i) such Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender thereunder and (ii) such Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement (other than its rights and obligations under the Loan Documents that are specified under the terms of such Loan Documents to survive the payment in full of the Obligations of the Loan Parties under the Loan Documents to the extent any claim thereunder relates to an event arising prior to the Effective Date of this Assignment and Assumption) and, if this Assignment and Assumption covers all of the remaining portion of the rights and obligations of such Assignor under the Credit Agreement, such Assignor shall cease to be a party thereto.

Upon such acceptance and recording by the Administrative Agent and receipt by the Administrative Agent of any fees payable pursuant to Section 11.07(b)(iii), from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement and the other Loan Documents in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to such Assignee. Such Assignor and such Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the other Loan Documents for periods prior to the Effective Date directly between themselves.

This Assignment and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York.

This Assignment and Assumption may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Assignment and Assumption by facsimile or an electronic transmission of a .pdf copy thereof shall be effective as delivery of an original executed counterpart of this Assignment and Assumption.

____________________________

⁷  Applicable if the Assignee is not currently a Lender under the Credit Agreement.

Geokinetics Holdings USA, Inc. – Assignment and Assumption

203367032 v8

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment and Assumption to be executed by their officers thereunto duly authorized as of the date specified thereon.

__________, as Assignor

[Type or print legal name of Assignor]

By ______________________________
Name:

Title:

Dated: __________, 201__

Geokinetics Holdings USA, Inc. – Assignment and Assumption

203367032 v8

___________, as Assignee

[Type or print legal name of Assignee]

By ______________________________
Name:

Title:

Dated: __________, 201__

Applicable Lending Office:

Geokinetics Holdings USA, Inc. – Assignment and Assumption

203367032 v8

Accepted this _______ day

of ______________, 201__

CANTOR FITZGERALD SECURITIES,

as Administrative Agent

By __________________________

Name:

Title:

Geokinetics Holdings USA, Inc. – Assignment and Assumption

203367032 v8

[Approved this _____day

of ________________, 201__

GEOKINETICS HOLDINGS USA, INC.

By ___________________________

Name:

Title:]

Geokinetics Holdings USA, Inc. – Assignment and Assumption

203367032 v8

SCHEDULE 1TOASSIGNMENT AND ASSUMPTION

Credit Facility
Percentage interest assigned of the aggregate Commitments	%
1 Commitment assigned	$
2 Aggregate outstanding principal amount of Loans assigned	$

¹  Except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment shall not be less than $1,000,000 unless the Backstop DIP Lenders otherwise consent, provided, that, such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any.

²  See footnote 1

Geokinetics Holdings USA, Inc. – Assignment and Assumption

203367032 v8

EXHIBIT F

FORM OF GUARANTY

[To be attached]

Geokinetics Holdings USA, Inc. – Guaranty

203367032 v8

EXHIBIT G-1

FORM OF PLEDGE AND SECURITY AGREEMENT

[To be attached]

203367032 v8

EXHIBIT H

FORM OF 13-WEEK FORECAST

On file with the Administrative Agent.

203367032 v8

EXHIBIT IFORM OF OFFICER’S CERTIFICATE

GEOKINETICS HOLDINGS USA, INC.

OFFICER’S CERTIFICATE

March [__], 2013

This Officer’s Certificate is delivered pursuant to [Section 4.01(a)(iv) and Section 4.02(d)] of the Senior Secured Debtor-in-Possession Credit Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein, unless otherwise defined herein, being used herein as therein defined) among Geokinetics Holdings USA, Inc. (the “Company”), Geokinetics Inc., Cantor Fitzgerald Securities, as administrative agent and collateral agent, and the Lenders party thereto.

In connection with the Credit Extension proposed to take place on [] []. 2013 (the “Borrowing Date”), I, [        ],⁹ on behalf of the Company and in my capacity as [        ] and not in my individual capacity, hereby certify as of the date hereof as set forth below:

(1)The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or in any other Loan Document are true and correct in all material respects on and as of the Borrowing Date; provided, that, to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct as of such earlier date; provided, further, that any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(2)No Default exists or would result from such Credit Extension or from the application of the proceeds therefrom.

[Remainder of Page Intentionally Blank]

____________________________

⁹  Must be a “Responsible Officer.”

203380780 v4

203367032 v8

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate on the date first above written.

By:
	Name:	[ ]
	Title:	[ ]

203367032 v8

EX-12.1

Exhibit 12.1

Geokinetics Inc. and Subsidiaries

Statement Regarding Computation of Ratio of Earnings to Fixed Charges and

Ratio of Earnings to Combined Fixed Charges and Preferred Dividends (unaudited)

(in thousands)

Computation of Earnings:	2012			2011			2010			2009			2008
Net income (loss) before income taxes	$	(68,043	)	$	(220,013	)	$	(133,874	)	$	10,917		$	10,254
Add fixed charges (see below)	81,302			87,509			63,633			34,891			34,190
Earnings available to cover fixed charges	13,259			(132,504		)	(70,241		)	45,808			44,444
Fixed charges:
Interest(1)	47,998			43,259			37,907			9,123			6,992
Amortization of debt cost and discount	4,858			4,939			2,791			560			336
Interest portion of rentals(2)	28,446			39,311			22,935			25,208			26,862
Total fixed charges	81,302			87,509			63,633			34,891			34,190
Preference security dividend(3)	16,450			14,940			16,389			40,352			11,713
Total fixed charges and preferred stock dividends	$	97,752		$	102,449		$	80,022		$	75,243		$	45,903
Deficiency of earnings available to cover fixed charges	(68,043		)	(220,013		)	(133,874		)	—			—
Deficiency of earnings to cover fixed charges and preferred stock dividends	(84,493		)	(234,953		)	(150,263		)	(29,435		)	(1,459		)
Ratio of earnings to fixed charges										1.31			1.30
Ratio of earnings to fixed charges and preferred stock dividends	$	—		$	—		$	—		$	—		$	—

_______________________

(1) Includes interest expense and capitalized interest.

(2) Represents an estimate of the interest within rental expense.

(3) Represents pre-tax earnings required to pay dividends on outstanding preference securities.

EX-21.1

Exhibit 21.1

Subsidiaries of the Company

Entity	Jurisdiction of Organization
Geokinetics (Australasia) Pty. Ltd.	Australia
Foresight Australia PTY Ltd.	Australia
Geofisica Geokinetics Bolivia, SRL	Bolivia
Geokinetics Geophysical do Brasil Ltda.	Brazil
Geokinetics Exploration, Inc.	Canada
Geokinetics Global Services, Inc.	Cayman Islands
Geokinetics International Services, Inc.	Cayman Islands
Geokinetics Enterprises, Inc.	Cayman Islands
Geokinetics Egypt LLC	Egypt
P.T. Geokinetics Indonesia	Indonesia
Geokinetics Geophysical Malaysia Sdn. Bhd.	Malaysia
Geokinetics (Malta) Holdings Ltd.	Malta
Geokinetics Malta Ltd.	Malta
Geokinetics de Mexico S.A. de C.V.	Mexico
Geokinetics Administracion y Servicios S.A. de C.V.	Mexico
Grant Geofisical de Mexico S.A. de C.V	Mexico
Geokinetics Exploration Morocco SARL	Morocco
Geokinetics Nicaragua, S.A	Nicaragua
Geokinetics Exploration Peru SAC	Peru
Geokinetics Onshore Services S.A.C	Peru
Geokinetics Onshore Peru S.A.C.	Peru
Andina de Geofisica SAC	Peru
Geokinetics Saudi Arabia L.L.C.	Saudi Arabia
Geokinetics Singapore PTE. Ltd.	Singapore
Geokinetics Singapore Operations PTE Ltd.	Singapore
Geokinetics FZE	UAE
Geokinetics Processing UK LTD	United Kingdom
Geokinetics Holdings USA, Inc.	United States
Geokinetics Acquisition Company	United States
Geokinetics USA, Inc.	United States
Geokinetics International Holdings, Inc.	United States
Geokinetics Services Corp.	United States
Geokinetics Processing, Inc.	United States
Advanced Seismic Technology, Inc.	United States
Geokinetics International, Inc.	United States
Geokinetics Management, Inc.	United States

EX-31.1

Exhibit 31.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, David J. Crowley, certify that:

1. I have reviewed this Annual Report on Form 10-K of Geokinetics Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 28, 2013	/s/ DAVID J. CROWLEY
	David J. Crowley
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER

PURSUANT TO RULES 13a-14 AND 15d-14

OF THE SECURITIES EXCHANGE ACT OF 1934

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Gary L. Pittman certify that:

1. I have reviewed this Annual Report on Form 10-K of Geokinetics Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 28, 2013	/s/ GARY L. PITTMAN
	Gary L. Pittman
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. § 1350

(Section 906 of Sarbanes-Oxley Act of 2002)

In connection with the Annual Report of Geokinetics Inc. (the “Company”) on Form 10-K for the period ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David J. Crowley, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: March 28, 2013	/s/ DAVID J. CROWLEY David J. Crowley President and Chief Executive Officer
	David J. Crowley
	President and Chief Executive Officer

In connection with the Annual Report of Geokinetics Inc. (the “Company”) on Form 10-K for the period ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gary L. Pittman, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: March 28, 2013	/s/ GARY L. PITTMAN
	Gary L. Pittman
	Executive Vice President and Chief Financial Officer

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Summary of income before income taxes attributable to domestic and foreign operations

Income (loss) before income taxes attributable to U.S. and foreign operations is as follows (in thousands):

	Year Ended December 31,
	2012			2011			2010
U.S.	$	(62,259	)	$	(138,839	)	$	(72,773	)
Foreign	(5,784		)	$	(81,174	)	$	(61,101	)
Total	$	(68,043	)	$	(220,013	)	$	(133,874	)

Schedule of components of income tax provision

The provision for income taxes shown in the consolidated statements of operations consists of current and deferred expense (benefit) as follows:

	Year Ended December 31,
	2012			2011			2010
Current:
U.S.—federal and state	$	(4	)	$	32		$	(150	)
Foreign	10,299			10,115			14,136
Total current	10,295			10,147			13,986
Deferred:
U.S.—federal and state	2,952			(2,973		)	(6,494		)
Foreign	1,671			(5,134		)	(2,682		)
Total deferred	4,623			(8,107		)	(9,176		)
Total provision for income taxes	$	14,918		$	2,040		$	4,810

Schedule of income tax reconciliation

The provision for income taxes differs from the amount of income tax determined by applying the U.S. statutory rate to the loss before income taxes for the years ended December 31, 2012, 2011 and 2010 as follows:

	Year Ended December 31,
	2012			2011			2010
U.S. statutory rate	$	(23,815	)	$	(77,004	)	$	(46,856	)
Non-deductible expenses	4,992			50,160			1,312
State taxes, net of benefit	(2		)	21			—
Effect of foreign tax rate differential	5,638			11,014			9,581
Foreign withholding taxes	4,260			4,746			4,184
Foreign tax credit	(4,408		)	(13,245		)	—
Non-taxable/non-deductible derivative (gains) losses	(2,006		)	(11,655		)	2,245
Unrecognized tax benefits	639			1,773			764
Return to accrual items	(6,165		)	(4,287		)	4,760
Change in valuation allowance	35,785			40,517			28,820
Total provision for income taxes	$	14,918		$	2,040		$	4,810

Schedule of deferred tax assets and liabilities

	December 31
	2012			2011
Current deferred tax assets:
Allowance for doubtful accounts	$	857		$	832
Accrued expenses	3,228			631
Other	294			291
Total current deferred tax assets	4,379			1,754
Noncurrent deferred tax assets:
Stock-based compensation	2,546			1,856
Loss carryforwards—U.S	115,486			97,232
Loss carryforwards—foreign	45,153			41,639
Multi-client seismic data library	1,916			12,906
Foreign tax credit	17,652			13,244
Total noncurrent deferred tax assets	182,753			166,877
Total deferred tax assets	187,132			168,631
Valuation allowance	(180,323		)	(144,538		)
Net deferred tax assets	6,809			24,093
Current deferred tax liabilities
Deferred revenue	1,725			2,639
Other	124			178
Total current deferred tax liabilities	1,849			2,817
Noncurrent deferred tax liabilities:
Property and equipment	17,008			25,055
Other	638			4,283
Total noncurrent deferred tax liabilities	17,646			29,338
Total deferred tax liabilities	19,495			32,155
Net deferred income tax liability	$	12,686		$	8,062

Summary of changes in uncertain tax positions

A reconciliation of the change in the unrecognized tax benefits is as follows (in thousands):

	Year Ended December 31,
	2012		2011		2010
Balance at beginning of year	$	9,770	$	7,997	$	7,233
Increase for tax positions related to current year	639		1,773		764
Lapses in statues of limitations	—		—		—
Balance at the end of the year	$	10,409	$	9,770	$	7,997

XML

Assets (Details 6) (USD $)	12 Months Ended			0 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Mar. 15, 2012 North America
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition and processing costs	$ 180,174,000	$ 169,881,000
Less accumulated amortization	(157,718,000)	(128,369,000)
Multi-client data library, net	22,456,000	41,512,000
Impairment charges related to multi-client data library		2,400,000
Amortization expense related to multi-client data library	53,300,000	85,000,000	38,000,000
Multi-client seismic library revenues	83,000,000	119,500,000	71,100,000
Cash consideration for North American seismic data sold				10,000,000
Loss on sale of seismic data				$ 5,100,000
Time period to retain revenue for seismic data sold				5 years

XML

Acquisition (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2011	Feb. 12, 2010 sqmi
Business Combinations [Abstract]
Consideration value		$ 202.8
Square miles of data added to multi client seismic data library		5,500
Reduction in value of property and equipment	(1.1)
Increase in goodwill	$ 1.1

XML

Employee Benefits (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	3,150,000
Number of share-based compensation plans	3
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense recognized	$ 0.5	$ 1.2	$ 1.0
2010 plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	1,600,000
Number of shares remaining available for grant under the plan	418,410
2007 plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	750,000
Number of shares remaining available for grant under the plan	56,093
2002 plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	800,000
Number of shares remaining available for grant under the plan	116,841

XML

Assets (Details 7) (USD $) In Thousands, unless otherwise specified	12 Months Ended						1 Months Ended	12 Months Ended						1 Months Ended			12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010		Feb. 28, 2010 Other income	Dec. 31, 2012 Commitment Letter		Dec. 31, 2011 Whitebox Revolving Credit Facility		Dec. 31, 2011 RBC Revolving Credit Facility		Apr. 30, 2011 RBC Revolving Credit Facility Interest expense		May 31, 2011 RBC Revolving Credit Facility Other income	Dec. 31, 2011 RBC Revolving Credit Facility Other income
Deferred Finance Costs [Roll Forward]
Balance at the beginning of the period	$ 12,987		$ 11,794		$ 10,819
Capitalized	0	[1]	6,422	[1]	4,570	[1]		800	[1]	5,900	[1]
Amortized	(4,074)	[2]	(4,108)	[2]	(2,784)	[2]								(1,100)	[2]
Write-offs associated with early extinguishment of debt	0	[3]	(1,121)	[3]	(811)	[3]	(800)					(1,100)	[3]			(1,100)	(1,100)	[3]
Balance at the end of the period	$ 8,913		$ 12,987		$ 11,794

[1] In 2012, the Company recorded $0.8 million in deferred financing costs in connection with the Avista Commitment Letter. In 2011, the Company recorded $5.9 million in deferred financing costs in connection with the amended and restated credit agreement for the Whitebox Revolving Credit Facility.

[2] In April 2011, the Company wrote off $1.1 million of deferred financing costs in connection with Amendment No. 4 to the RBC Revolving Credit Facility which modified the final maturity date. This amount is included in interest expense in the consolidated statement of operations.

[3] In May 2011, the Company wrote off $1.1 million of deferred financing costs in connection with the early extinguishment of the RBC Revolving Credit Facility which is included in other income (expense) in the Company’s consolidated statement of operations. In February 2010, in connection with the closing of the acquisition of PGS Onshore, the Company wrote off $0.8 million of deferred financing costs related to the early extinguishment of certain debt which is included in other income (expense) in the Company’s consolidated statement of operations.

XML

Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Disclosure [Abstract]
U.S.	$ (62,259)	$ (138,839)	$ (72,773)
Foreign	(5,784)	(81,174)	(61,101)
Income (loss) before income taxes	$ (68,043)	$ (220,013)	$ (133,874)

XML

Organization and Current Events (Details 3) (Subsequent Event, USD $) In Millions, unless otherwise specified	0 Months Ended
	Mar. 10, 2013	Jan. 15, 2013
Subsequent Event [Line Items]
Issued and outstanding common stock represented		100.00%
Senior Secured Notes
Subsequent Event [Line Items]
Value of common stock converted from debt		$ 224
Aggregate amount outstanding	300	300
Whitebox Revolving Credit Facility
Subsequent Event [Line Items]
Amount to be settled		50
Series B-1 and Series C-1 Preferred Stock
Subsequent Event [Line Items]
Amount to be settled		$ 6

XML

Mandatorily Redeemable Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2012

Mandatorily Redeemable Preferred Stock [Abstract]

Schedule of mandatorily redeemable preferred stock

Mandatorily redeemable preferred stock consisted of (in thousands, expect share amounts):

	December 31, 2012				December 31, 2011
	Shares				Shares
Series C-1 Mandatorily Redeemable Preferred:
Issued	133,982	$	33,495		133,982	$	33,495
Discount, net of accretion	—	(696		)	—	(927		)
Accrued interest	—	14,116			—	8,909
Series C-1 Mandatorily Redeemable Preferred, net	133,982	46,915			133,982	41,477
Series D Mandatorily Redeemable Preferred:
Issued	120,000	30,000			120,000	30,000
Discount, net of accretion	—	(21,572		)	—	(22,049		)
Accrued interest	—	7,837			—	3,782
Series D Mandatorily Redeemable Preferred, net	120,000	$	16,265		120,000	$	11,733
Total		$	63,180			$	53,210

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Income Taxes (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Income Tax Disclosure [Abstract]
U.S. - federal and state, current	$ (4)		$ 32		$ (150)
Foreign, current	10,299		10,115		14,136
Total current	10,295		10,147		13,986
U.S. - federal and state, deferred	2,952		(2,973)		(6,494)
Foreign, deferred	1,671		(5,134)		(2,682)
Total deferred	4,623		(8,107)		(9,176)
Total provision for income taxes	$ 14,918	[1]	$ 2,040	[1]	$ 4,810	[1]

[1] During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment. Accordingly, prior periods have been restated.

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Employee Benefits (Details 4) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share Based Compensation Arrangement by Share Based Payment Award Options Nonvested Weighted Average Grant Date Fair Value [Roll Forward]
Granted (in dollars per share)	$ 0.45	$ 3.26	$ 4.55
Stock Options
Share Based Compensation Arrangement by Share Based Payment Award Nonvested [Roll Forward]
Nonvested at the beginning of the period (in shares)	406,436
Granted (in shares)	217,000
Vested (in shares)	(157,736)
Forfeited (in shares)	(54,966)
Expired (in shares)	0
Nonvested at the end of the period (in shares)	410,734
Share Based Compensation Arrangement by Share Based Payment Award Options Nonvested Weighted Average Grant Date Fair Value [Roll Forward]
Nonvested at the beginning of the period (in dollars per share)	$ 3.70
Granted (in dollars per share)	$ 0.45
Vested (in dollars per share)	$ 3.84
Forfeited (in dollars per share)	$ 4.34
Expired (in dollars per share)	$ 0.00
Nonvested at the end of the period (in dollars per share)	$ 1.85
Unrecognized compensation cost	$ 0.6
Period over which unrecognized compensation cost is expected to be recognized	5 years

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Unaudited Quarterly Financial Data (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Quarterly Financial Information Disclosure [Abstract]
Total Revenue	$ 155,845	$ 141,694	$ 134,787	$ 163,498	$ 224,492	$ 206,052	$ 145,548	$ 187,637	$ 595,824	[1]	$ 763,729	[1]	$ 558,134	[1]
Loss from operations	(7,814)	9,023	(11,159)	(14,031)	(106,762)	(52,102)	(27,950)	(21,484)	(23,981)		(208,298)		(92,056)
Change in fair value of derivative liabilities	460	(334)	3,720	1,884	1,919	22,409	4,529	4,443	5,730		33,300		(6,415)
Interest expense, net of interest income	(13,590)	(12,699)	(12,836)	(12,739)	(12,499)	(10,951)	(12,941)	(11,149)	(51,864)	[1]	(47,540)	[1]	(37,827)	[1]
Net loss	(25,969)	(6,302)	(27,466)	(23,224)	(111,741)	(42,105)	(39,436)	(28,771)	(82,961)	[1]	(222,053)	[1]	(138,684)	[1]
Loss applicable to common stockholders	$ (28,577)	$ (8,853)	$ (29,983)	$ (25,650)	$ (114,132)	$ (44,438)	$ (41,707)	$ (30,974)	$ (93,063)		$ (231,251)		$ (147,534)
Basic and diluted (usd per share)	$ (1.50)	$ (0.46)	$ (1.58)	$ (1.35)	$ (6.03)	$ (2.44)	$ (2.34)	$ (1.74)	$ (4.89)		$ (12.70)		$ (8.46)
Basic and diluted, Weighted average common shares outstanding (in shares)	19,110	19,048	19,022	18,990	18,943	18,225	17,838	17,824	19,043		18,211		17,441

[1] During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment. Accordingly, prior periods have been restated.

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Debt and Capital Lease Obligations (Details) (USD $)	Dec. 31, 2012		Dec. 31, 2011		Dec. 23, 2009
Debt Instrument [Line Items]
Total debt including current maturities	$ 355,348,000		$ 354,726,000
Less: current portion	(353,700,000)		(4,543,000)
Total, net	1,648,000	[1]	350,183,000	[1]
Mandatorily redeemable preferred stock	63,200,000		53,200,000
Whitebox Revolving Credit Facility —11.125%
Debt Instrument [Line Items]
Interest rate	11.125%
Total debt including current maturities	50,000,000		50,000,000
Senior Secured Notes, net of discount—9.75%
Debt Instrument [Line Items]
Interest rate	9.75%				9.75%
Total debt including current maturities	297,759,000		296,615,000
Capital lease obligations
Debt Instrument [Line Items]
Total debt including current maturities	4,480,000		5,873,000
Notes payable from vendor financing arrangements
Debt Instrument [Line Items]
Total debt including current maturities	0		166,000
Other
Debt Instrument [Line Items]
Total debt including current maturities	$ 3,109,000	[2]	$ 2,072,000	[2]

[1] Excludes $63.2 million and $53.2 million, respectively, related to the mandatorily redeemable preferred stock. See note 7.

[2] Relates to the short-term project financing described below.

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Loss Per Common Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Numerator:
Loss applicable to common stockholders	$ (28,577)	$ (8,853)	$ (29,983)	$ (25,650)	$ (114,132)	$ (44,438)	$ (41,707)	$ (30,974)	$ (93,063)	$ (231,251)	$ (147,534)
Denominator:
Denominator for basic loss per common share (in shares)									19,043,000	18,211,000	17,441,000
Effect of dilutive securities:
Stock options (in shares)									0	0	0
Warrants (in shares)									0	0	0
Restricted stock (in shares)									0	0	0
Convertible preferred stock (in shares)									0	0	0
Denominator for diluted loss per common share (in shares)									19,043,000	18,211,000	17,441,000
Loss per common share:
Basic and diluted (usd per share)	$ (1.50)	$ (0.46)	$ (1.58)	$ (1.35)	$ (6.03)	$ (2.44)	$ (2.34)	$ (1.74)	$ (4.89)	$ (12.70)	$ (8.46)
Options
Anti-dilutive securities
Number of securities excluded from the calculation of diluted loss per share because of anti-dilutive effect									807,164	324,653	427,804
Warrants
Anti-dilutive securities
Number of securities excluded from the calculation of diluted loss per share because of anti-dilutive effect									0	2,129,400	0
Common stock that can be purchased on exercise of warrants issued in consideration for obligations under debt instrument (in shares)	3,735,000				3,735,000				3,735,000	3,735,000	3,735,000
Restricted stock
Anti-dilutive securities
Number of securities excluded from the calculation of diluted loss per share because of anti-dilutive effect									518,970	299,199	313,831
Convertible preferred stock
Anti-dilutive securities
Number of securities excluded from the calculation of diluted loss per share because of anti-dilutive effect									6,065,439	5,508,527	4,865,457

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Commitments and Contingencies (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating Leased Assets
2013	$ 23,329,000
2014	4,816,000
2015	2,282,000
2016	852,000
2017	404,000
Thereafter	0
Total	31,683,000
Rental expense	$ 85,700,000	$ 119,100,000	$ 69,500,000
Minimum
Operating Leased Assets
Remaining terms of operating leases	1 year
Maximum
Operating Leased Assets
Remaining terms of operating leases	6 years

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Income Taxes (Details 4) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Current deferred tax assets:
Allowance for doubtful accounts	$ 857	$ 832
Accrued expenses	3,228	631
Other	294	291
Total current deferred tax assets	4,379	1,754
Noncurrent deferred tax assets:
Stock-based compensation	2,546	1,856
Loss carryforwards—U.S	115,486	97,232
Loss carryforwards—foreign	45,153	41,639
Multi-client seismic data library	1,916	12,906
Foreign tax credit	17,652	13,244
Total noncurrent deferred tax assets	182,753	166,877
Total deferred tax assets	187,132	168,631
Valuation allowance	(180,323)	(144,538)
Net deferred tax assets	6,809	24,093
Current deferred tax liabilities
Deferred revenue	1,725	2,639
Other	124	178
Total current deferred tax liabilities	1,849	2,817
Noncurrent deferred tax liabilities:
Property and equipment	17,008	25,055
Other	638	4,283
Total noncurrent deferred tax liabilities	17,646	29,338
Total deferred tax liabilities	19,495	32,155
Net deferred income tax liability	12,686	8,062
Change in valuation allowance	$ 35,785	$ 40,517	$ 28,820

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Major Customers (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Revenue, Major Customer [Line Items]
Revenue	$ 155,845	$ 141,694	$ 134,787	$ 163,498	$ 224,492	$ 206,052	$ 145,548	$ 187,637	$ 595,824	[1]	$ 763,729	[1]	$ 558,134	[1]
Revenue
Revenue, Major Customer [Line Items]
Number of major customers											3		3
Geographic Concentration Risk | Revenue | Latin America
Revenue, Major Customer [Line Items]
Concentration risk									29.00%		15.00%		10.00%
Customer Concentration Risk | Customer One
Revenue, Major Customer [Line Items]
Number of major customers									1
Customer Concentration Risk | Customer Two
Revenue, Major Customer [Line Items]
Number of major customers									1
Customer Concentration Risk | Customer Three
Revenue, Major Customer [Line Items]
Number of major customers									1
Customer Concentration Risk | Customer Four
Revenue, Major Customer [Line Items]
Number of major customers											1
Customer Concentration Risk | Customer Five
Revenue, Major Customer [Line Items]
Number of major customers											1
Customer Concentration Risk | Customer Six
Revenue, Major Customer [Line Items]
Number of major customers													1
Customer Concentration Risk | Revenue | Largest Three Customers
Revenue, Major Customer [Line Items]
Concentration risk									45.00%		29.00%		25.00%
Number of major customers									3
Revenue									$ 267,900		$ 223,100		$ 138,000
Customer Concentration Risk | Revenue | Customer One
Revenue, Major Customer [Line Items]
Concentration risk									29.00%
Customer Concentration Risk | Revenue | Customer Two
Revenue, Major Customer [Line Items]
Concentration risk									11.00%
Customer Concentration Risk | Revenue | Customer Three
Revenue, Major Customer [Line Items]
Concentration risk									5.00%
Customer Concentration Risk | Revenue | Customer Four
Revenue, Major Customer [Line Items]
Concentration risk											4.00%
Customer Concentration Risk | Revenue | Customer Five
Revenue, Major Customer [Line Items]
Concentration risk											15.00%
Customer Concentration Risk | Revenue | Customer Six
Revenue, Major Customer [Line Items]
Concentration risk													10.00%
Customer Concentration Risk | Accounts Receivable | Customer One
Revenue, Major Customer [Line Items]
Concentration risk									16.00%
Customer Concentration Risk | Accounts Receivable | Customer Two
Revenue, Major Customer [Line Items]
Concentration risk									2.00%
Customer Concentration Risk | Accounts Receivable | Customer Three
Revenue, Major Customer [Line Items]
Concentration risk									15.00%
Customer Concentration Risk | Accounts Receivable | Customer Four
Revenue, Major Customer [Line Items]
Concentration risk											13.00%
Customer Concentration Risk | Accounts Receivable | Customer Five
Revenue, Major Customer [Line Items]
Concentration risk											9.00%
Customer Concentration Risk | Accounts Receivable | Customer Six
Revenue, Major Customer [Line Items]
Concentration risk													7.00%

[1] During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment. Accordingly, prior periods have been restated.

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Segment Information (Details) (USD $)	3 Months Ended										12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011		Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012 segment		Dec. 31, 2011		Dec. 31, 2010
Segment Reporting [Abstract]
Number of reportable segments											2
Segment information
Revenue	$ 155,845,000		$ 141,694,000	$ 134,787,000	$ 163,498,000	$ 224,492,000		$ 206,052,000	$ 145,548,000	$ 187,637,000	$ 595,824,000	[1]	$ 763,729,000	[1]	$ 558,134,000	[1]
Direct Operating Expenses											424,365,000	[1]	603,275,000	[1]	455,899,000	[1]
Depreciation and amortization											123,924,000	[1]	158,388,000	[1]	112,897,000	[1]
Adjusted EBITDA											105,992,000	[1],[2]	84,846,000	[1],[2]	20,841,000	[1],[2]
Provision for income taxes											(14,918,000)	[1]	(2,040,000)	[1]	(4,810,000)	[1]
Interest expense, net of interest income	(13,590,000)		(12,699,000)	(12,836,000)	(12,739,000)	(12,499,000)		(10,951,000)	(12,941,000)	(11,149,000)	(51,864,000)	[1]	(47,540,000)	[1]	(37,827,000)	[1]
Other (income) expense (as defined below)											7,802,000	[1]	35,825,000	[1]	(3,991,000)	[1]
Asset impairments											(6,049,000)	[1]	(134,756,000)	[1]	0	[1]
Net loss	(25,969,000)		(6,302,000)	(27,466,000)	(23,224,000)	(111,741,000)		(42,105,000)	(39,436,000)	(28,771,000)	(82,961,000)	[1]	(222,053,000)	[1]	(138,684,000)	[1]
Identifiable Assets: (at end of period)	392,896,000	[1],[3]				514,172,000	[1],[3]				392,896,000	[1],[3]	514,172,000	[1],[3]
Seismic Data Acquisition
Segment information
Number of reporting units											3
Revenue											586,689,000	[1]	755,084,000	[1]	549,116,000	[1]
Direct Operating Expenses											417,643,000	[1]	596,871,000	[1]	447,006,000	[1]
Depreciation and amortization											117,346,000	[1]	154,275,000	[1]	105,149,000	[1]
Adjusted EBITDA											140,325,000	[1],[2]	120,578,000	[1],[2]	68,322,000	[1],[2]
Identifiable Assets: (at end of period)	361,316,000	[1]				471,500,000	[1]				361,316,000	[1]	471,500,000	[1]
North America proprietary
Segment information
Revenue											120,507,000	[1]	172,649,000	[1]	128,833,000	[1]
Direct Operating Expenses											96,481,000	[1]	140,979,000	[1]	118,912,000	[1]
Depreciation and amortization											12,365,000	[1]	13,609,000	[1]	21,089,000	[1]
Adjusted EBITDA											19,919,000	[1],[2]	24,310,000	[1],[2]	4,143,000	[1],[2]
Identifiable Assets: (at end of period)	64,867,000	[1]				95,350,000	[1]				64,867,000	[1]	95,350,000	[1]
Capital expenditures, including capitalized leases and capitalized depreciation											6,500,000
International proprietary
Segment information
Revenue											383,228,000	[1]	462,919,000	[1]	349,201,000	[1]
Direct Operating Expenses											314,437,000	[1]	455,422,000	[1]	326,424,000	[1]
Depreciation and amortization											51,668,000	[1]	55,645,000	[1]	46,061,000	[1]
Adjusted EBITDA											45,816,000	[1],[2]	(20,781,000)	[1],[2]	(4,093,000)	[1],[2]
Identifiable Assets: (at end of period)	245,379,000	[1]				304,656,000	[1]				245,379,000	[1]	304,656,000	[1]
Capital expenditures, including capitalized leases and capitalized depreciation											5,400,000
Multi-client
Segment information
Revenue											82,954,000	[1]	119,516,000	[1]	71,082,000	[1]
Direct Operating Expenses											6,725,000	[1]	470,000	[1]	1,670,000	[1]
Depreciation and amortization											53,313,000	[1]	85,021,000	[1]	37,999,000	[1]
Adjusted EBITDA											74,590,000	[1],[2]	117,049,000	[1],[2]	68,272,000	[1],[2]
Identifiable Assets: (at end of period)	51,070,000	[1],[4]				71,494,000	[1],[4]				51,070,000	[1],[4]	71,494,000	[1],[4]
Capital expenditures, including capitalized leases and capitalized depreciation											49,300,000
Data Processing and Integrated Reservoir Geosciences
Segment information
Revenue											14,780,000	[1]	14,192,000	[1]	11,787,000	[1]
Direct Operating Expenses											12,367,000	[1]	11,951,000	[1]	11,662,000	[1]
Depreciation and amortization											1,802,000	[1]	1,466,000	[1]	1,492,000	[1]
Adjusted EBITDA											2,382,000	[1],[2]	2,100,000	[1],[2]	28,000	[1],[2]
Identifiable Assets: (at end of period)	7,596,000	[1]				8,113,000	[1]				7,596,000	[1]	8,113,000	[1]
Capital expenditures, including capitalized leases and capitalized depreciation											1,800,000
Eliminations
Segment information
Revenue											(5,645,000)	[1]	(5,547,000)	[1]	(2,769,000)	[1]
Direct Operating Expenses											(5,645,000)	[1]	(5,547,000)	[1]	(2,769,000)	[1]
Corporate
Segment information
Depreciation and amortization											4,776,000	[1]	2,647,000	[1]	6,256,000	[1]
Adjusted EBITDA											(36,715,000)	[1],[2]	(37,832,000)	[1],[2]	(47,509,000)	[1],[2]
Identifiable Assets: (at end of period)	$ 23,984,000	[1]				$ 34,559,000	[1]				$ 23,984,000	[1]	$ 34,559,000	[1]

[1] During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment. Accordingly, prior periods have been restated.

[2] The Company defines Adjusted EBITDA as net income (loss) (the most directly generally accepted accounting principle or “GAAP” financial measure) before Interest, Taxes, Other Income (Expense) (including foreign exchange gains/losses, loss on early redemption of debt, gains/losses from changes in fair value of derivative liabilities and other income/expense), Asset Impairments and Depreciation and Amortization. The Chief Operating Decision Maker (“CODM”) primarily evaluates operating segment profitability through the use of this measure. However, as the majority of operating costs directly associated with acquiring and processing multi-client data are capitalized and amortized based on a specific formula, the CODM also considers the impact of amortization expense when specifically evaluating multi-client’s segment profitability.

[3] During 2012, capital expenditures, including capitalized leases and capitalized depreciation to multi-client, totaled $6.5 million, $5.4 million, $49.3 million and $1.8 million for North America proprietary, international proprietary, multi-client and data processing and integrated reservoir geosciences, respectively.

[4] The North America proprietary segment shares certain productive assets used in its operations with the multi-client segment. Those productive assets are presented as part of the North America segment. Multi-client assets presented in the table above only include those assets specifically identified with the multi-client seismic data acquisition business such as cash, accounts receivable and the multi-client seismic data library.

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Employee Benefits (Details 2)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Dividend Yield	0.00%	0.00%	0.00%
Risk-Free Interest Rate	0.65%	1.49%	1.40%
Expected Life (Years)	4 years 1 month 5 days	6 years	6 years
Expected Volatility	90.36%	75.99%	80.13%

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Unaudited Quarterly Financial Data

12 Months Ended

Dec. 31, 2012

Quarterly Financial Information Disclosure [Abstract]

Unaudited Quarterly Financial Data

Unaudited Quarterly Financial Data

Summarized quarterly financial data for 2012 and 2011 are as follows (in thousands, except per share data):

2012	Quarter Ended
	March 31			June 30			September 30			December 31
Total revenue	$	163,498		$	134,787		$	141,694		$	155,845
Loss from operations	$	(14,031	)	$	(11,159	)	$	9,023		$	(7,814	)
Change in fair value of derivative liabilities	$	1,884		$	3,720		$	(334	)	$	460
Interest expense, net of interest income	$	(12,739	)	$	(12,836	)	$	(12,699	)	$	(13,590	)
Net loss	$	(23,224	)	$	(27,466	)	$	(6,302	)	$	(25,969	)
Loss applicable to common stockholders	$	(25,650	)	$	(29,983	)	$	(8,853	)	$	(28,577	)
Loss per common share:
Basic and diluted	(1.35		)	(1.58		)	(0.46		)	(1.50		)
Weighted average common shares outstanding:
Basic and diluted	18,990			19,022			19,048			19,110

2011	Quarter Ended
	March 31			June 30			September 30			December 31
Total revenue	$	187,637		$	145,548		$	206,052		$	224,492
Loss from operations	$	(21,484	)	$	(27,950	)	$	(52,102	)	$	(106,762	)
Change in fair value of derivative liabilities	$	4,443		$	4,529		$	22,409		$	1,919
Interest expense, net of interest income	$	(11,149	)	$	(12,941	)	$	(10,951	)	$	(12,499	)
Net loss	$	(28,771	)	$	(39,436	)	$	(42,105	)	$	(111,741	)
Loss applicable to common stockholders	$	(30,974	)	$	(41,707	)	$	(44,438	)	$	(114,132	)
Loss per common share:
Basic and diluted	(1.74		)	(2.34		)	(2.44		)	(6.03		)
Weighted average common shares outstanding:
Basic and diluted	17,824			17,838			18,225			18,943

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Assets (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross	$ 143,009,000	$ 163,493,000
Less allowance for doubtful accounts	(651,000)	(2,757,000)
Accounts receivable, net	142,358,000	160,736,000
Reference rate	LIBOR
Percentage points added to reference rate	5.00%
Allowance for Doubtful Accounts Receivable [Roll Forward]
Balance at beginning of period	2,757,000	2,519,000	1,167,000
Bad debt expense	377,000	1,921,000	1,549,000
Write-offs, net of recoveries	(2,483,000)	(1,683,000)	(197,000)
Balance at end of period	651,000	2,757,000	2,519,000
Proceeds from sale of accounts receivable	186,600,000	59,900,000	3,000,000
Loss on sale of accounts receivable	500,000	300,000	0
Trade
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross	96,535,000	113,382,000
Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross	11,445,000	17,554,000
Unbilled
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross	$ 35,029,000	$ 32,557,000

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Condensed Consolidating Financial Information (Tables)

12 Months Ended

Dec. 31, 2012

Condensed Consolidating Financial Information

Schedule of condensed consolidating balance sheets

Separate condensed consolidating financial statement information for the parent, guarantor subsidiaries and non-guarantor subsidiaries as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and 2010 is as follows (in thousands):

	BALANCE SHEET
	December 31, 2012
	Guarantor Parent Company			Issuer Subsidiary		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets	$	(3,860	)	$	—	$	64,596	$	148,993		$	—		$	209,729
Property and equipment, net	10,123			—		125,047		14,867			—			150,037
Investment in subsidiaries	197,931			357,951		255,174		15,179			(826,235		)	—
Intercompany accounts	(2,487		)	61,013		120,467		(178,993		)	—			—
Other non-current assets	809			8,105		22,033		2,183			—			33,130
Total assets	$	202,516		$	427,069	$	587,317	$	2,229		$	(826,235	)	$	392,896
Liabilities, Mezzanine and Stockholders’ Equity (Deficit)
Current liabilities	$	12,938		$	365,188	$	61,025	$	76,786		$	—		$	515,937
Long-term debt and capital lease obligations, net of current portion	—			—		303		1,345			—			1,648
Deferred Income tax and other non-current liabilities	40,428			—		35,422		16			—			75,866
Derivative liabilities	79			—		—		—			—			79
Total liabilities	53,445			365,188		96,750		78,147			—			593,530
Mezzanine equity	93,312			—		—		—			—			93,312
Stockholders’ equity (deficit)	55,759			61,881		490,567		(75,918		)	(826,235		)	(293,946		)
Total liabilities, mezzanine and stockholders’ equity (deficit)	$	202,516		$	427,069	$	587,317	$	2,229		$	(826,235	)	$	392,896

	BALANCE SHEET
	December 31, 2011
	Guarantor Parent Company		Issuer Subsidiary		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets	$	971	$	—	$	134,119	$	103,310		$	—		$	238,400
Property and equipment, net	16,666		—		174,564		21,406			—			212,636
Investment in subsidiaries	197,931		377,362		44,118		14,206			(633,617		)	—
Intercompany accounts	23,454		80,834		12,845		(117,133		)	—			—
Other non-current assets	1,079		11,908		42,572		7,754			(177		)	63,136
Total assets	$	240,101	$	470,104	$	408,218	$	29,543		$	(633,794	)	$	514,172
Liabilities, Mezzanine and Stockholders’ Equity (Deficit)
Current liabilities	$	48,482	$	1,565	$	78,914	$	86,362		$	—		$	215,323
Long-term debt and capital lease obligations, net of current portion	—		346,615		—		3,568			—			350,183
Deferred Income tax and other non-current liabilities	30,458		—		30,798		1,138			—			62,394
Derivative liabilities	5,778		—		—		—			—			5,778
Total liabilities	84,718		348,180		109,712		91,068			—			633,678
Mezzanine equity	83,313		—		—		—			—			83,313
Stockholders’ equity (deficit)	72,070		121,924		298,506		(61,525		)	(633,794		)	(202,819		)
Total liabilities, mezzanine and stockholders’ equity (deficit)	$	240,101	$	470,104	$	408,218	$	29,543		$	(633,794	)	$	514,172

Schedule of condensed consolidating statements of operations

	STATEMENT OF OPERATIONS
	Year Ended December 31, 2012
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	—		$	270,738		$	450,349		$	(125,263	)	$	595,824
Equity in earnings of subsidiaries	(74,575		)	—			1,263			(17,298		)	90,610			—
Expenses:
Direct operating	101			—			129,900			416,480			(122,116		)	424,365
Depreciation and amortization	1,293			—			114,087			8,722			(178		)	123,924
General and administrative	2,532			—			38,524			27,559			(3,148		)	65,467
Asset impairments	—			—			495			5,554			—			6,049
Total expenses	3,926			—			283,006			458,315			(125,442		)	619,805
Loss from operations	(78,501		)	—			(11,005		)	(25,264		)	90,789			(23,981		)
Interest income (expense), net	(10,187		)	(40,632		)	1,285			(2,330		)	—			(51,864		)
Other income (expenses), net	5,727			—			1,712			363			—			7,802
Loss before income taxes	(82,961		)	(40,632		)	(8,008		)	(27,231		)	90,789			(68,043		)
Provision for income taxes	—			—			8,478			6,440			—			14,918
Net loss	$	(82,961	)	$	(40,632	)	$	(16,486	)	$	(33,671	)	$	90,789		$	(82,961	)

	STATEMENT OF OPERATIONS
	Year Ended December 31, 2011
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	518		$	—		$	414,837		$	433,840		$	(85,466	)	$	763,729
Equity in earnings of subsidiaries	(216,304		)	—			(4,758		)	(58,177		)	279,239			—
Expenses:
Direct operating	25,398			—			216,813			441,400			(80,336		)	603,275
Depreciation and amortization	6,564			—			126,071			25,753			—			158,388
General and administrative	(982		)	—			39,789			41,754			(4,953		)	75,608
Asset impairments	—			—			132,376			2,380			—			134,756
Total expenses	30,980			—			515,049			511,287			(85,289		)	972,027
Loss from operations	(246,766		)	—			(104,970		)	(135,624		)	279,062			(208,298		)
Interest income (expense), net	(8,176		)	(39,323		)	607			(648		)	—			(47,540		)
Other income (expenses), net	32,889			(1,121		)	6,322			(2,265		)	—			35,825
Loss before income taxes	(222,053		)	(40,444		)	(98,041		)	(138,537		)	279,062			(220,013		)
Provision for income taxes	—			—			2,037			3			—			2,040
Net loss	$	(222,053	)	$	(40,444	)	$	(100,078	)	$	(138,540	)	$	279,062		$	(222,053	)

	STATEMENT OF OPERATIONS
	Year Ended December 31, 2010
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	328		$	—		$	236,697		$	374,214		$	(53,105	)	$	558,134
Equity in earnings of subsidiaries	(120,228		)	—			(46,478		)	(17,221		)	183,927			—
Expenses:
Direct operating	(2,000		)	—			134,458			376,546			(53,105		)	455,899
Depreciation and amortization	4,908			—			98,900			9,089			—			112,897
General and administrative	5,893			1,565			21,314			52,622			—			81,394
Total expenses	8,801			1,565			254,672			438,257			(53,105		)	650,190
Income (loss) from operations	(128,701		)	(1,565		)	(64,453		)	(81,264		)	183,927			(92,056		)
Interest income (expense), net	(6,033		)	(33,494		)	188			1,512			—			(37,827		)
Other income (expense), net	(9,043		)	208			1,852			2,992			—			(3,991		)
Income (loss) before income taxes	(143,777		)	(34,851		)	(62,413		)	(76,760		)	183,927			(133,874		)
Provision for income taxes	(5,093		)	14			145			9,744			—			4,810
Net loss	$	(138,684	)	$	(34,865	)	$	(62,558	)	$	(86,504	)	$	183,927		$	(138,684	)

Schedule of condensed consolidating statements of cash flows

	STATEMENT OF CASH FLOWS
	Year Ended December 31, 2012
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(1,219	)	$	784		$	34,858		$	(3,659	)	$	—	$	30,764
Net cash provided (used in) investing activities	—			—			(38,162		)	(588		)	—		(38,750		)
Net cash used in financing activities	—			(784		)	(122		)	(2,313		)	—		(3,219		)
Net increase (decrease) in cash	$	(1,219	)	—			$	(3,426	)	$	(6,560	)	—		$	(11,205	)

	STATEMENT OF CASH FLOWS
	Year Ended December 31, 2011
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(4,740	)	$	(24,558	)	$	62,558		$	26,214		$	—	$	59,474
Net cash provided (used in) investing activities	—			—			(67,196		)	(14,807		)	—		(82,003		)
Net cash used in financing activities	—			24,558			—			(233		)	—		24,325
Net increase (decrease) in cash	$	(4,740	)	$	—		$	(4,638	)	$	11,174		$	—	$	1,796

	STATEMENT OF CASH FLOWS
	Year Ended December 31, 2010
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(12,630	)	$	(15,513	)	$	53,564		$	6,115		$	—	$	31,536
Net cash provided (used in) investing activities	(184,818		)	122,971			(78,166		)	(20,116		)	180,832		20,703
Net cash provided (used in) financing activities	(19,497		)	—			—			(67		)	—		(19,564		)
Net increase (decrease) in cash	$	(216,945	)	$	107,458		$	(24,602	)	$	(14,068	)	$	180,832	$	32,675

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Employee Benefits (Details 6) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Defined Contribution Plan [Line Items]
Number of retirement plans	2
U.S. domestic employees
Defined Contribution Plan [Line Items]
Defined Contribution Plan, Cost Recognized	$ 1.4	$ 1.5	$ 1.3
U.S. domestic employees | First employee contribution
Defined Contribution Plan [Line Items]
Percent of employer contribution match	100.00%
Percent of employee contribution matched by employer	3.00%
U.S. domestic employees | Second employee contribution
Defined Contribution Plan [Line Items]
Percent of employer contribution match	50.00%
Percent of employee contribution matched by employer	3.00%
International employees
Defined Contribution Plan [Line Items]
Defined Contribution Plan, Cost Recognized	$ 0.6	$ 0.7	$ 0.5
International employees | First employee contribution
Defined Contribution Plan [Line Items]
Percent of employer contribution match	100.00%
Percent of employee contribution matched by employer	3.00%
International employees | Second employee contribution
Defined Contribution Plan [Line Items]
Percent of employer contribution match	50.00%
Percent of employee contribution matched by employer	3.00%

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Loss Per Common Share (Tables)

12 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

Schedule of computation of basic and diluted loss per common share

The following table sets forth the computation of basic and diluted loss per common share (in thousands except per share data):

	Year Ended December 31,
	2012			2011			2010
Numerator:
Loss applicable to common stockholders	$	(93,063	)	$	(231,251	)	$	(147,534	)
Denominator:
Denominator for basic loss per common share	19,043			18,211			17,441
Effect of dilutive securities:
Stock options	—			—			—
Warrants	—			—			—
Restricted stock	—			—			—
Convertible preferred stock	—			—			—
Denominator for diluted loss per common share	19,043			18,211			17,441
Loss per common share:
Basic and diluted	$	(4.89	)	$	(12.70	)	$	(8.46	)

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Assets (Details 4) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Goodwill [Roll Forward]
Balance at beginning of the year	$ 0	$ 131,299
Changes to goodwill relating to the acquisition of PGS Onshore	0	1,077
Goodwill impairment	0	(132,376)
Balance at end of the year	$ 0	$ 0

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Fair Value (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of the liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3)
Balance at the beginning of the period	$ 5,778	$ 38,271
Total unrealized (gains) losses
Included in earnings	(5,730)	(33,300)
Included in other comprehensive income	0	0
Issuances	31	807
Transfers in and/or out of Level 3	0	0
Balance at the end of the period	$ 79	$ 5,778

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Debt and Capital Lease Obligations (Details 5) (USD $)	Dec. 31, 2012
Debt Instrument [Line Items]
2013	$ 355,942,000
2014	1,596,000
2015	47,663,000
2016	37,837,000
2017	0
Total	443,038,000	[1]
Unamortized discount	2,200,000
Mandatorily Redeemable Preferred Stock
Debt Instrument [Line Items]
Unamortized discount	$ 22,300,000

[1] Excludes unamortized discount of $2.2 million on long-term debt and $22.3 million on mandatorily redeemable preferred stock. See note 7.

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Basis of Presentation and Significant Accounting Policies (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 Agreement_Type		Dec. 31, 2011		Dec. 31, 2010
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of agreement types	2
Goodwill	$ 0		$ 0		$ 131,299
Multi-Client Seismic Data Library amortization period			5 years
Multi-Client Seismic Data Library impairment charge	0		2,400		0
Asset impairments	6,049	[1]	134,756	[1]	0	[1]
Foreign exchange gain (loss)	(738)		(2,333)		365
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	0		0
Total liabilities	0		0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	0		0
Total liabilities	$ 0		$ 0
Goodwill | Income approach
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Period to estimate cash flows	5 years		5 years

[1] During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment. Accordingly, prior periods have been restated.

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Acquisition

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

Acquisition

Acquisition

In February 2010, the Company acquired PGS Onshore for cash and stock consideration valued at $202.8 million.  The acquisition of PGS Onshore was expected to provide the Company with a significant business expansion of its seismic data acquisition segment into Mexico, North Africa, the Far East, and in the United States, including Alaska.  In addition, the acquisition substantially increased the Company’s multi-client seismic data library with data covering approximately 5,500 square miles of 3D data located primarily in Texas, Oklahoma, Wyoming and Alaska.

The operations of PGS Onshore have been combined with those of the Company since February 12, 2010.  Disclosure of earnings of PGS Onshore since the acquisition is not practicable as it is not being operated as a standalone subsidiary.

The acquisition of PGS Onshore was accounted for by the purchase method, with the purchase price being allocated to the fair value of assets purchased and liabilities assumed.  During the first quarter of 2011, the Company finalized the fair values of the assets acquired and liabilities assumed and recorded an adjustment to reduce the value of property and equipment by $1.1 million and increase goodwill by the same amount.  The adjustment reflected the Company’s assessment of certain damaged equipment.

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Mandatorily Redeemable Preferred Stock (Details) (USD $)	12 Months Ended											12 Months Ended				1 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 2008 Warrants	Aug. 29, 2011 2008 Warrants	Jul. 28, 2008 2008 Warrants	Dec. 31, 2012 2010 Warrants	Aug. 29, 2011 2010 Warrants	Dec. 14, 2010 2010 Warrants	Jul. 28, 2008 Series B 2 Convertible Preferred Stock	Dec. 31, 2009 Common Stock	Dec. 31, 2012 Series C-1 Mandatorily Redeemable Preferred Stock	Dec. 31, 2011 Series C-1 Mandatorily Redeemable Preferred Stock	Dec. 31, 2010 Series C-1 Mandatorily Redeemable Preferred Stock	Dec. 31, 2009 Series C-1 Mandatorily Redeemable Preferred Stock	Dec. 31, 2010 Series D Mandatorily Redeemable Junior Preferred Stock	Dec. 31, 2012 Series D Mandatorily Redeemable Junior Preferred Stock	Dec. 31, 2011 Series D Mandatorily Redeemable Junior Preferred Stock	Dec. 31, 2010 Series D Mandatorily Redeemable Junior Preferred Stock
Mandatorily Redeemable Preferred Stock
Issued (in shares)										120,000		133,982	133,982		133,982	120,000	120,000	120,000	120,000
Issued			$ 0									$ 33,495,000	$ 33,495,000				$ 30,000,000	$ 30,000,000
Discount, net of accretion (in shares)												0	0				0	0
Discount, net of accretion												(696,000)	(927,000)				(21,572,000)	(22,049,000)
Accrued interest (in shares)												0	0				0	0
Accrued interest												14,116,000	8,909,000				7,837,000	3,782,000
Mandatorily Redeemable Preferred, net (in shares)												133,982	133,982				120,000	120,000
Mandatorily Redeemable Preferred, net	63,180,000	53,210,000										46,915,000	41,477,000				16,265,000	11,733,000
Common stock that can be purchased on exercise of warrants issued in consideration for obligations under debt instrument (in shares)					240,000	240,000		3,495,000	3,495,000
Proceeds from issuance of mandatorily redeemable preferred stock	0	0	30,000,000													30,000,000
Common stock, shares issued	19,684,359	19,289,489									750,000
Liquidation value												47,600,000					37,800,000
Dividend rate												11.75%
Interest expense related to mandatorily redeemable preferred stock	52,093,000	48,198,000	39,594,000									5,400,000	4,800,000	4,100,000			4,500,000	3,100,000
Accretion of discount												200,000	200,000	200,000			500,000	(500,000)
Exercise price of warrants (in dollars per share)				9.05	9.05		3.84
Dividend rate, if payment made in cash																			10.50%
Dividend rate, if amount accrued																			11.50%
Value of preferred stock issued, net of unamortized discount																8,300,000			8,300,000
Original discount on issuance of preferred stock																$ 21,700,000			$ 21,700,000

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Restructuring Costs (Tables)

12 Months Ended

Dec. 31, 2012

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

The following table summarizes the restructuring costs for the year ended December 31, 2012 recorded in operating expenses in the statement of operations (in thousands):

	Employee severance and other termination benefits		Contract termination costs		Exiting and relocation of business activities		Total
Balance January 1, 2012	$	—	$	—	$	—	$	—
Add: Restructuring costs incurred	422		255		4,944		5,621
Less: Amount paid	(375)		(51)		(4,482)		(4,908)
Less: Non-cash utilization and other	(24)		—		—		(24)
Balance December 31, 2012	$	23	$	204	$	462	$	689

Schedule of Restructuring and Related Costs [Table Text Block]

Information regarding the major types of restructuring costs for the year ended December 31, 2012 is as follows (in thousands):

	Charges Incurred in 2012		Charges Incurred to Date		Total Charges Expected to be Incurred
Employee severance and other termination benefits	$	422	$	422	$	438
Contract termination costs	255		255		262
Exiting and relocation of business activities	4,944		4,944		5,036
	$	5,621	$	5,621	$	5,736

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Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

Principles of Consolidation, Basis of Accounting and Presentation

Principles of Consolidation, Basis of Accounting and Presentation

The consolidated financial statements include the accounts of Geokinetics Inc. and its wholly-owned subsidiaries.  All significant intercompany transactions have been eliminated upon consolidation.  The consolidated financial statements of the Company have been prepared on the accrual basis of accounting in accordance with U.S. GAAP.

Reclassification

Certain reclassifications of previously reported information have been made to conform to the current year presentation.

Use of Estimates

Use of Estimates

Management uses estimates and assumptions in preparing consolidated financial statements.  Those estimates and assumptions are included in the Company’s consolidated financial statements and accompanying notes.  The more significant areas requiring the use of management estimates relate to accounting for contracts in process, evaluating the outcome of uncertainties involving claims against or on behalf of the Company, determining useful lives for depreciation and amortization purposes, cash flow projections and fair values used in the determination of asset impairment, fair value measurements of derivative liabilities and calculation of stock-based compensation expense.  While management believes current estimates are reasonable and appropriate, actual results could differ materially from current estimates.

Revenue Recognition

Revenue Recognition

The Company’s services are provided under cancelable service contracts.  Customer contracts for services vary in terms and conditions.  Contracts are either “turnkey” or “term” agreements or a combination of the two.  Under turnkey agreements or the turnkey portions thereof, the Company recognizes revenue based upon output measures as work is performed.  This method requires that the Company recognize revenue based upon quantifiable measures of progress, such as square miles or linear kilometers acquired.  With respect to those contracts where the customer pays separately for the mobilization of equipment, the Company recognizes such mobilization fees as revenue during the performance of the seismic data acquisition, using the same performance method as for the acquisition work.  The Company also receives revenue for certain third party charges under the terms of the service contracts.  The Company records amounts billed to customers in revenue as the gross amount including third party charges, if applicable, that are paid by the customer.  The Company’s turnkey or term contracts do not contain cancellation provisions, which would prevent the Company from being compensated for work performed prior to cancellation due to work not being met or work not being performed within a particular timeframe.  In some instances, customers are billed in advance of work performed and the Company recognizes the liability as deferred revenue.  Taxes collected from customers and remitted to governmental authorities are excluded from revenues.

The Company accounts for multi-client sales as follows:

(a)Pre-funding arrangements—The Company obtains funding from customers before a seismic project is completed.  In return for the pre-funding, the customer typically gains the ability to direct or influence the project specifications, to review the data as it is being processed and to pay discounted prices.  The Company recognizes pre-funding revenue as the services are performed on a proportional performance basis usually determined by comparing the completed square miles of a seismic survey to the survey size unless specific facts and circumstances warrant another measure.  Progress is measured in a manner generally consistent with the physical progress on the project, and revenue is recognized based on the ratio of the project’s progress to date, provided that all other revenue recognition criteria are satisfied.

(b) Late sales—The Company grants a license to a customer, which entitles the customer to have access to a specifically defined portion of the multi-client seismic data library.  The customer’s license payment is fixed and determinable and typically is required at the time that the license is granted.  The Company recognizes revenue for late sales when the customer executes a valid license agreement, has received the underlying data or has the right to access the licensed portion of the data and collection is reasonably assured.

(c)Sales of data jointly owned by us and partner—The Company has jointly acquired surveys with a partner whereby the Company shares the costs of acquisition and earn license revenues.  These revenues are recognized as the services are performed on a proportional performance basis provided that all other revenue recognition criteria are satisfied.

Deferred revenue consists primarily of customer payments made in advance of work done, progress billings and mobilization revenue amortized over the term of the related contract.

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted Cash

Total restricted cash consists of cash and short-term investments, primarily certificates of deposit, carried at cost.  In the normal course of business, this amount is primarily cash collateral for letters of credit and performance guarantees.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Applicable accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The Company categorizes the fair value measurements of its financial assets and liabilities into a three level fair value hierarchy based on the inputs used in determining fair value.  The categories in the fair value hierarchy are as follows:

Level 1— Financial assets and liabilities whose values are based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.  The Company had no assets or liabilities in this category at December 31, 2012 and 2011.

Level 2— Financial assets and liabilities whose values are based on quoted market prices for similar assets and liabilities, quoted market prices in markets that are not active or other inputs that can be corroborated by observable market data.  The Company had no assets or liabilities in this category at December 31, 2012 and 2011.

Level 3— Financial assets and liabilities whose values are based on inputs that are both significant to the fair value measurement and unobservable.  Internally developed valuations reflect the Company’s judgment about assumptions market participants would use in pricing the asset or liability estimated impact to quoted market prices.  The Company records derivative liabilities on its balance sheet related to the 2008 and the 2010 Warrants and the conversion feature embedded in the Series B-1 Preferred Stock in this category.  At December 31, 2012 and 2011, the fair value of these liabilities was determined using a binomial tree valuation model.  At December 31, 2010, the fair value of these liabilities was determined using a Monte Carlo valuation model.  In selecting the binomial tree model to value the Company’s derivative liabilities at the end of 2012, management evaluated the model’s capability to incorporate certain provisions present in these financial instruments and believes that the model is consistent with the fair value measurement objectives and requirements under the applicable accounting guidance and that it has the ability to more easily assess the potential impact to the fair value measurements of changes in the underlying assumptions.  Changes in the fair value of these derivative liabilities are recognized in earnings.

The accounting guidance related to the disclosure about fair value of financial instruments requires the disclosure of the fair value of all financial instruments that are not otherwise recorded at fair value in the financial statements.  At December 31, 2012 and 2011, financial instruments recorded at contractual amounts that approximate fair value include cash and cash equivalents, restricted cash, accounts receivable and accounts payable.  The fair values of such items are not materially sensitive to shifts in market interest rates because of the short term to maturity of these instruments.  The fair value of the Company’s long-term debt is estimated using quoted market prices when available.  The fair value of the mandatorily redeemable preferred stock is calculated using the discounted cash flow method of the income approach.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at cost, less the related allowance for doubtful accounts.  The cyclical nature of the Company’s industry may affect the Company’s customers’ operating performance and cash flows, which could impact the Company’s ability to collect on these obligations.  Additionally, some of the Company’s customers are located in certain international areas that are inherently subject to economic, political and civil risks, which may impact the Company’s ability to collect receivables.

The Company utilizes the specific identification method for establishing and maintaining the allowances for doubtful accounts. The Company reviews accounts receivable on a quarterly basis to determine the reasonableness of the allowance.

Property and Equipment

Property and Equipment

Property and equipment is recorded at cost.  Property and equipment acquired in a business combination is recorded at fair value at the date of acquisition.  Costs related to the development of internal use software and software developed for license for our customers are capitalized and amortized over the estimated useful life of the software.  Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the respective assets or the lesser of the lease term, as applicable.  Repairs and maintenance, which are not considered betterments and do not extend the useful life of property, are charged to expense as incurred.  When property and equipment are retired or otherwise disposed of, the asset and accumulated depreciation or amortization are removed from the accounts and the resulting gain or loss is reflected in depreciation expense.

Impairment Analysis of Long-Lived Assets, Goodwill and Other Acquired Intangible Assets

Impairment Analysis of Long-Lived Assets, Goodwill and Other Acquired Intangible Assets

The Company reviews long-lived assets, including intangible assets, for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.  Recoverability is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds either the fair value or the estimated discounted cash flows of the assets, whichever is more readily measurable. 

Goodwill represents the excess of the purchase price over the estimated fair value of the assets acquired net of the fair value of liabilities assumed.  Overall accounting guidance for goodwill requires intangible assets with indefinite lives, including goodwill, be evaluated on an annual basis for impairment or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  Prior to 2012, the Company performed its annual impairment tests on the carrying value of its goodwill as of December 31.  The impairment test requires the allocation of goodwill and all other assets and liabilities to reporting units.  If the fair value of a reporting unit is less than the book value (including goodwill), then goodwill is reduced to its implied fair value and the amount of any write-down is reflected in operations.  All of the Company’s goodwill was related to its seismic data acquisition reportable segment.  The Company used the discounted cash flow method (income approach), which focused on expected cash flows as well as the subject company valuation method.  In applying the discounted cash flow method, the expected cash flow was projected based on assumptions regarding revenues, direct costs, general and administrative expenses, depreciation, applicable income taxes, capital expenditures and working capital requirements for a finite period of years, which was five years in the Company’s test.  The projected cash flows and the terminal value, which was an estimate of the value at the end of the finite period and assumed a long-term growth rate, were then discounted to present value to derive an indication of the value of the reporting unit.  The subject company valuation method made a comparison of the Company’s projections to reasonably similar publicly traded companies.  In weighting the results of the different valuation approaches, the Company placed more emphasis on the income approach.

Multi-Client Seismic Data Library

Multi-Client Seismic Data Library

The multi-client seismic data library consists of seismic surveys that are licensed to customers on a non-exclusive basis.  The Company capitalizes the majority of the costs directly associated with acquiring and processing the data, including the depreciation of the assets used in production of the surveys.  The capitalized cost of the multi-client seismic data is charged to depreciation and amortization in the period the sales occur based on the greater of the percentage of total estimated costs to the total estimated sales multiplied by actual sales, known as the sales forecast method, or the straight-line amortization method over five years.  This minimum straight-line amortization is recorded only if minimum amortization exceeds the amortization expense calculated using the sales forecast method.

The Company periodically reviews the carrying value of the multi-client seismic data library.  If during any such review, the Company determines that the future revenue for a multi-client survey is expected to be more or less than the original estimate of total revenue, the company decreases or increases (as the case may be) the amortization rate attributable to the future revenue from the multi-client survey.  Furthermore, in connection with the review, the Company evaluates the recoverability of the multi-client seismic data library, and if required under applicable accounting guidance, records an impairment charge with respect to the multi-client survey.  During 2011, the Company performed its impairment review of such assets and determined that a specific multi-client survey was fully impaired.

Other Assets

Other Assets

Certain investments accounted for under the cost method are included in other assets.  They are recorded at cost and reviewed periodically if there are events or changes in circumstances that may have a significant adverse effect on the fair value of the investments.

Income Taxes

Income Taxes

In accordance with applicable guidance, deferred tax assets and liabilities are computed using the liability method based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

A valuation allowance is provided, if necessary, to reserve the amount of net operating loss and tax credit carryforwards which the Company may not be able to use as a result of the expiration of maximum carryover periods allowed under applicable tax codes.

The Company applies a more likely than not threshold to the recognition and de-recognition of uncertain tax positions.  The Company recognizes the amount of unrecognized tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement.  A change in judgment related to the expected ultimate resolution of uncertain tax positions is recognized in earnings in the quarter of such changes.

Derivative Liabilities

Derivative Liabilities

The Company has convertible preferred stock issued and outstanding and common stock warrants that were issued in connection with preferred stock issuances.  Both the convertible preferred stock conversion feature and warrants contain price protection provisions (or down-round provisions) which reduce their price in the event the Company issues additional shares at a more favorable price than the strike price of the instruments.  In accordance with applicable accounting guidance, the fair value of the conversion feature is bifurcated from the host instrument and recognized at fair value as a derivative liability on the Company’s consolidated balance sheet.  The warrants are also recognized at fair value as a derivative liability on the Company’s consolidated balance sheet.  At December 31, 2012 and 2011, the fair value for both of these instruments is determined using a binomial tree valuation model.  At December 31, 2010, the fair value of these instruments was determined using a Monte Carlo valuation model.  In selecting the binomial tree model to value the Company’s derivative liabilities at the end of 2012 and 2011, management evaluated the model’s capability to incorporate certain provisions present in these financial instruments and believes that the model is consistent with the fair value measurement objectives and requirements under the applicable accounting guidance and that it has the ability to more easily assess the potential impact to the fair value measurements of changes in the underlying assumptions.

The fair value of the conversion feature, the warrants and other issuance costs of the preferred stock financing transaction are recognized as a discount to the preferred stock host.  The discount is accreted to the preferred stock host from the Company’s paid in capital, treated as a deemed dividend, over the period from the issuance date through the earliest redemption date of the preferred stock.

Foreign Exchange Gains and Losses

Foreign Exchange Gains and Losses

The Company’s operations around the world are largely financed in U.S. dollars and there are significant intra-entity transactions between its international operations and the parent entity, and accordingly, these subsidiaries utilize the U.S. dollar as their functional currency.  In accordance with applicable guidance, those foreign entities translate property and equipment (and related depreciation) into U.S. dollars at the exchange rate in effect at the time of their acquisition, while other assets and liabilities are translated at year-end rates.  Operating results (other than depreciation) are translated at the average rates of exchange prevailing during the year.  Transaction gains and losses are included in the determination of net income (loss) and are reflected in “Other income (expenses)” in the accompanying consolidated statements of operations.

Leases

Leases

In accordance with applicable guidance, the Company classifies leases as capital if they meet certain specified criteria.  A capital lease is recorded as an asset and an obligation, at an amount equal to the present value at the beginning of the lease term of minimum lease payments during the lease term, and amortized in a manner consistent with the Company’s normal depreciation policy.  All other leases are accounted for as operating leases where the cost of the rental of the property is expensed throughout the term of the lease.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for stock-based compensation by recognizing all share-based payments to employees, including grants of employee stock options, in the financial statements based on their grant date fair values.  Compensation cost related to share-based payments to employees is recognized as expense over the requisite service period, reduced by expected forfeitures.  Compensation cost for awards granted prior to, but not vested, as of January 1, 2006, would be based on the grant date attributes originally used to value those awards for pro forma purposes.  The Company uses the modified prospective transition method, utilizing the Black-Scholes option pricing model for the calculation of the fair value of employee stock options.  Under the modified prospective method, the Company would record compensation cost related to unvested stock awards at December 31, 2005, by recognizing the unamortized grant date fair value of these awards over the remaining vesting periods of those awards with no change in historical reported earnings.

Contingent Liabilities

Contingent Liabilities

The Company accrues for contingent liabilities when such contingencies are probable and reasonably estimable.  The Company generally records losses related to these types of contingencies as direct operating expenses or general and administrative expenses in the consolidated statements of operations.

Legal Costs Incurred in Connection with a Loss Contingency

Legal Costs Incurred in Connection with a Loss Contingency

The Company expenses legal costs in the period in which they are incurred.  These types of costs are generally recorded as general and administrative expenses in the consolidated statements of operations.

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Subsequent Event

12 Months Ended

Dec. 31, 2012

Subsequent Events [Abstract]

Subsequent Event

Subsequent Event

On March 12, 2013, the Bankruptcy Court entered an interim order authorizing the Company to obtain up to $15 million on an interim basis and up to $25 million in aggregate principal amount of superpriority post-petition financing from certain debtor-in-possession lenders.  On March 13, 2013, the Company, as parent, Holdings, as borrower, Cantor Fitzgerald Securities, as administrative agent and collateral agent, and ASOF II Investments, LLC, American Securities Opportunities Fund, LP, American Securities Opportunities Fund (B), L.P., ECF Value Fund, L.P., ECF Value Fund II, L.P., ECF Value Fund International, Ltd., as Backstop DIP Lenders, entered into a Senior Secured Debtor-In-Possession Credit Agreement (the “DIP Facility”) that provides for term loans of up to $25 million, subject to the terms and conditions therein.  The proceeds of the loans under the DIP Agreement will be used for general corporate purposes and the working capital needs of the Debtors in accordance with a budget approved by the Backstop DIP Lenders and to satisfy the costs associated with the Company's restructuring.

Holdings' obligations under the DIP Agreement are guaranteed by the Company and each of the other Debtors and are secured by substantially all of the assets of the Debtors, subject to certain exceptions.  The liens securing the DIP Agreement are junior to the liens of Holdings' pre-petition revolving credit facility and certain other excluded liabilities and are senior to all other liens, claims and encumbrances, including the liens of the holders of Holdings' senior secured notes. The loans under the DIP Agreement bear interest at a rate per annum equal to 9.25%.  Upon the occurrence and during the continuance of an event of default under the DIP Agreement, the interest rate increases by 2%.  All borrowings under the DIP Agreement are to be satisfied in common stock of the reorganized Company under the terms of the proposed Chapter 11 plan or repaid on the earlier of (i) the date that is four months after the effective date of the DIP Agreement, (ii) the date the obligations are accelerated pursuant to the terms of the DIP Agreement and (iii) the effective date of a Chapter 11 plan.

The DIP Agreement includes representations from Holdings and the Company that are customary for debtor-in-possession financing.  The DIP Agreement also includes various affirmative and negative covenants applicable to the Debtors, including a covenant to adhere to a budget delivered to the Backstop DIP Lenders and the administrative agent and other customary covenants for debtor-in-possession financings of this type, including restrictions on the incurrence of indebtedness, capital expenditures, mergers, sales and other dispositions of property and other fundamental changes.  The DIP Agreement provides for customary events of default, including defaults resulting from non-payment of principal, interest or other amounts when due, failure to perform or observe covenants, and the failure to achieve certain milestones in the bankruptcy proceedings.

The Backstop DIP Lenders hold more than 70% in aggregate principal amount of Holdings' senior secured notes.

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Accrued Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Payables and Accruals [Abstract]
Accrued operating expenses	$ 23,064	$ 29,218
Accrued payroll, bonuses and employee benefits	39,386	42,035
Taxes payable, other than income	7,007	6,216
Accrued interest payable	17,428	1,381
Preferred dividends	484	411
Customer deposits	0	345
Other	227	230
Accrued liabilities	$ 87,596	$ 79,836

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Organization and Current Events (Details) (Subsequent Event, USD $) In Millions, unless otherwise specified	0 Months Ended
	Jan. 15, 2013	Mar. 13, 2013 Minimum Senior Secured Notes	Jan. 15, 2013 Minimum Senior Secured Notes	Mar. 13, 2013 Maximum	Mar. 12, 2013 Maximum	Jan. 15, 2013 Series B-1 and Series C-1 Preferred Stock
Subsequent Event [Line Items]
Holders of aggregate principal amount		70.00%	70.00%
Issued and outstanding common stock represented	100.00%
Amount to be settled						$ 6
DIP facility				$ 25	$ 25

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Assets (Tables)

12 Months Ended

Dec. 31, 2012

Assets [Abstract]

Summary of accounts receivable

A summary of accounts receivable is as follows (in thousands):

	December 31,
	2012			2011
Trade	$	96,535		$	113,382
Unbilled	35,029			32,557
Other	11,445			17,554
Total accounts receivable	143,009			163,493
Less allowance for doubtful accounts	(651		)	(2,757		)
	$	142,358		$	160,736

Schedule of allowance for doubtful accounts

The activity in the allowance for doubtful accounts is as follows (in thousands):

	Year Ended December 31,
	2012			2011			2010
Balance at beginning of period	$	2,757		$	2,519		$	1,167
Bad debt expense	377			1,921			1,549
Write-offs, net of recoveries	(2,483		)	(1,683		)	(197		)
Balance at the end of the period	$	651		$	2,757		$	2,519

Schedule of property and equipment and accumulated depreciation

Property and equipment is comprised of the following (in thousands):

	Estimated	December 31,
	Useful Life	2012			2011
Field operating equipment	3-10 years	$	302,006		$	318,530
Vehicles	3-10 years	70,398			76,849
Buildings and improvements	6-39 years	8,266			10,948
Software	3-5 years	26,254			25,554
Data processing equipment	3-5 years	9,120			9,765
Furniture and equipment	3-5 years	3,858			3,994
		419,902			445,640
Less: accumulated depreciation and amortization		(272,109		)	(235,281		)
		147,793			210,359
Assets under construction		2,244			2,277
		$	150,037		$	212,636

Schedule of goodwill

All of the Company’s goodwill was related to its seismic data acquisition reportable segment.  The changes in the carrying amounts of goodwill were as follows (in thousands):

	Year ended December 31,
	2012		2011
Balance at the beginning of the year	$	—	$	131,299
Changes to goodwill relating to the acquisition of PGS Onshore (see note 3)	—		1,077
Goodwill impairment (see below)	—		(132,376		)
Balance at the end of the year	$	—	$	—

Schedule of goodwill impairment at fair value measured on nonrecurring basis

	September 30, 2011 (in thousands)
	(Level 1)		(Level 2)		(Level 3)		Total Impairment Charge
Reporting unit's fair value	$	—	$	—	$	296,543	$	132,376
Total	$	—	$	—	$	296,543	$	132,376

Schedule of multi-client seismic library costs and accumulated amortization

At December 31, 2012 and 2011, multi-client seismic data library costs and accumulated amortization consisted of the following (in thousands):

	December 31,
	2012			2011
Acquisition and processing costs	$	180,174		$	169,881
Less accumulated amortization	(157,718		)	(128,369		)
Multi-client data library, net	$	22,456		$	41,512

Schedule of changes in deferred financing costs

Changes in deferred financing costs are as follows (in thousands):

	Year Ended December 31,
	2012			2011			2010
Balance at the beginning of the period	$	12,987		$	11,794		$	10,819
Capitalized (1)	—			6,422			4,570
Amortized (2)	(4,074		)	(4,108		)	(2,784		)
Write-offs associated with early extinguishment of debt (3)	—			(1,121		)	(811		)
Balance at the end of the period	$	8,913		$	12,987		$	11,794

(1) In 2012, the Company recorded $0.8 million in deferred financing costs in connection with the Avista Commitment Letter. In 2011, the Company recorded $5.9 million in deferred financing costs in connection with the amended and restated credit agreement for the Whitebox Revolving Credit Facility.

(2) In April 2011, the Company wrote off $1.1 million of deferred financing costs in connection with Amendment No. 4 to the RBC Revolving Credit Facility which modified the final maturity date.  This amount is included in interest expense in the consolidated statement of operations.

(3) In May 2011, the Company wrote off $1.1 million of deferred financing costs in connection with the early extinguishment of the RBC Revolving Credit Facility which is included in other income (expense) in the Company’s consolidated statement of operations.  In February 2010, in connection with the closing of the acquisition of PGS Onshore, the Company wrote off $0.8 million of deferred financing costs related to the early extinguishment of certain debt which is included in other income (expense) in the Company’s consolidated statement of operations.

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Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2012

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities include the following (in thousands):

	December 31,
	2012		2011
Accrued operating expenses	$	23,064	$	29,218
Accrued payroll, bonuses and employee benefits	39,386		42,035
Taxes payable, other than income	7,007		6,216
Accrued interest payable	17,428		1,381
Preferred dividends	484		411
Customer deposits	—		345
Other	227		230
	$	87,596	$	79,836

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Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

Principles of Consolidation, Basis of Accounting and Presentation

The consolidated financial statements include the accounts of Geokinetics Inc. and its wholly-owned subsidiaries.  All significant intercompany transactions have been eliminated upon consolidation.  The consolidated financial statements of the Company have been prepared on the accrual basis of accounting in accordance with U.S. GAAP.

Certain reclassifications of previously reported information have been made to conform to the current year presentation.

Use of Estimates

Management uses estimates and assumptions in preparing consolidated financial statements.  Those estimates and assumptions are included in the Company’s consolidated financial statements and accompanying notes.  The more significant areas requiring the use of management estimates relate to accounting for contracts in process, evaluating the outcome of uncertainties involving claims against or on behalf of the Company, determining useful lives for depreciation and amortization purposes, cash flow projections and fair values used in the determination of asset impairment, fair value measurements of derivative liabilities and calculation of stock-based compensation expense.  While management believes current estimates are reasonable and appropriate, actual results could differ materially from current estimates.

Revenue Recognition

The Company’s services are provided under cancelable service contracts.  Customer contracts for services vary in terms and conditions.  Contracts are either “turnkey” or “term” agreements or a combination of the two.  Under turnkey agreements or the turnkey portions thereof, the Company recognizes revenue based upon output measures as work is performed.  This method requires that the Company recognize revenue based upon quantifiable measures of progress, such as square miles or linear kilometers acquired.  With respect to those contracts where the customer pays separately for the mobilization of equipment, the Company recognizes such mobilization fees as revenue during the performance of the seismic data acquisition, using the same performance method as for the acquisition work.  The Company also receives revenue for certain third party charges under the terms of the service contracts.  The Company records amounts billed to customers in revenue as the gross amount including third party charges, if applicable, that are paid by the customer.  The Company’s turnkey or term contracts do not contain cancellation provisions, which would prevent the Company from being compensated for work performed prior to cancellation due to work not being met or work not being performed within a particular timeframe.  In some instances, customers are billed in advance of work performed and the Company recognizes the liability as deferred revenue.  Taxes collected from customers and remitted to governmental authorities are excluded from revenues.

The Company accounts for multi-client sales as follows:

(a)Pre-funding arrangements—The Company obtains funding from customers before a seismic project is completed.  In return for the pre-funding, the customer typically gains the ability to direct or influence the project specifications, to review the data as it is being processed and to pay discounted prices.  The Company recognizes pre-funding revenue as the services are performed on a proportional performance basis usually determined by comparing the completed square miles of a seismic survey to the survey size unless specific facts and circumstances warrant another measure.  Progress is measured in a manner generally consistent with the physical progress on the project, and revenue is recognized based on the ratio of the project’s progress to date, provided that all other revenue recognition criteria are satisfied.

(b) Late sales—The Company grants a license to a customer, which entitles the customer to have access to a specifically defined portion of the multi-client seismic data library.  The customer’s license payment is fixed and determinable and typically is required at the time that the license is granted.  The Company recognizes revenue for late sales when the customer executes a valid license agreement, has received the underlying data or has the right to access the licensed portion of the data and collection is reasonably assured.

(c)Sales of data jointly owned by us and partner—The Company has jointly acquired surveys with a partner whereby the Company shares the costs of acquisition and earn license revenues.  These revenues are recognized as the services are performed on a proportional performance basis provided that all other revenue recognition criteria are satisfied.

Deferred revenue consists primarily of customer payments made in advance of work done, progress billings and mobilization revenue amortized over the term of the related contract.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.

Restricted Cash

Total restricted cash consists of cash and short-term investments, primarily certificates of deposit, carried at cost.  In the normal course of business, this amount is primarily cash collateral for letters of credit and performance guarantees.  At December 31, 2012, it also includes cash held in trust in connection with a short-term project financing agreement entered into in November 2011 by one of our subsidiaries in Latin America.

Fair Value of Financial Instruments

Applicable accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The Company categorizes the fair value measurements of its financial assets and liabilities into a three level fair value hierarchy based on the inputs used in determining fair value.  The categories in the fair value hierarchy are as follows:

Level 1— Financial assets and liabilities whose values are based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.  The Company had no assets or liabilities in this category at December 31, 2012 and 2011.

Level 2— Financial assets and liabilities whose values are based on quoted market prices for similar assets and liabilities, quoted market prices in markets that are not active or other inputs that can be corroborated by observable market data.  The Company had no assets or liabilities in this category at December 31, 2012 and 2011.

Level 3— Financial assets and liabilities whose values are based on inputs that are both significant to the fair value measurement and unobservable.  Internally developed valuations reflect the Company’s judgment about assumptions market participants would use in pricing the asset or liability estimated impact to quoted market prices.  The Company records derivative liabilities on its balance sheet related to the 2008 and the 2010 Warrants and the conversion feature embedded in the Series B-1 Preferred Stock in this category.  At December 31, 2012 and 2011, the fair value of these liabilities was determined using a binomial tree valuation model.  At December 31, 2010, the fair value of these liabilities was determined using a Monte Carlo valuation model.  In selecting the binomial tree model to value the Company’s derivative liabilities at the end of 2012, management evaluated the model’s capability to incorporate certain provisions present in these financial instruments and believes that the model is consistent with the fair value measurement objectives and requirements under the applicable accounting guidance and that it has the ability to more easily assess the potential impact to the fair value measurements of changes in the underlying assumptions.  Changes in the fair value of these derivative liabilities are recognized in earnings.

The accounting guidance related to the disclosure about fair value of financial instruments requires the disclosure of the fair value of all financial instruments that are not otherwise recorded at fair value in the financial statements.  At December 31, 2012 and 2011, financial instruments recorded at contractual amounts that approximate fair value include cash and cash equivalents, restricted cash, accounts receivable and accounts payable.  The fair values of such items are not materially sensitive to shifts in market interest rates because of the short term to maturity of these instruments.  The fair value of the Company’s long-term debt is estimated using quoted market prices when available.  The fair value of the mandatorily redeemable preferred stock is calculated using the discounted cash flow method of the income approach.  See note 9.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at cost, less the related allowance for doubtful accounts.  The cyclical nature of the Company’s industry may affect the Company’s customers’ operating performance and cash flows, which could impact the Company’s ability to collect on these obligations.  Additionally, some of the Company’s customers are located in certain international areas that are inherently subject to economic, political and civil risks, which may impact the Company’s ability to collect receivables.

The Company utilizes the specific identification method for establishing and maintaining the allowances for doubtful accounts. The Company reviews accounts receivable on a quarterly basis to determine the reasonableness of the allowance.

Property and Equipment

Property and equipment is recorded at cost.  Property and equipment acquired in a business combination is recorded at fair value at the date of acquisition.  Costs related to the development of internal use software and software developed for license for our customers are capitalized and amortized over the estimated useful life of the software.  Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the respective assets or the lesser of the lease term, as applicable.  Repairs and maintenance, which are not considered betterments and do not extend the useful life of property, are charged to expense as incurred.  When property and equipment are retired or otherwise disposed of, the asset and accumulated depreciation or amortization are removed from the accounts and the resulting gain or loss is reflected in depreciation expense.

Impairment Analysis of Long-Lived Assets, Goodwill and Other Acquired Intangible Assets

The Company reviews long-lived assets, including intangible assets, for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.  Recoverability is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds either the fair value or the estimated discounted cash flows of the assets, whichever is more readily measurable. 

Goodwill represents the excess of the purchase price over the estimated fair value of the assets acquired net of the fair value of liabilities assumed.  Overall accounting guidance for goodwill requires intangible assets with indefinite lives, including goodwill, be evaluated on an annual basis for impairment or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  Prior to 2012, the Company performed its annual impairment tests on the carrying value of its goodwill as of December 31.  The impairment test requires the allocation of goodwill and all other assets and liabilities to reporting units.  If the fair value of a reporting unit is less than the book value (including goodwill), then goodwill is reduced to its implied fair value and the amount of any write-down is reflected in operations.  All of the Company’s goodwill was related to its seismic data acquisition reportable segment.  The Company used the discounted cash flow method (income approach), which focused on expected cash flows as well as the subject company valuation method.  In applying the discounted cash flow method, the expected cash flow was projected based on assumptions regarding revenues, direct costs, general and administrative expenses, depreciation, applicable income taxes, capital expenditures and working capital requirements for a finite period of years, which was five years in the Company’s test.  The projected cash flows and the terminal value, which was an estimate of the value at the end of the finite period and assumed a long-term growth rate, were then discounted to present value to derive an indication of the value of the reporting unit.  The subject company valuation method made a comparison of the Company’s projections to reasonably similar publicly traded companies.  In weighting the results of the different valuation approaches, the Company placed more emphasis on the income approach.  See note 4(d) for information on the goodwill impairment charge recorded during the year ended December 31, 2011.  At December 31, 2012 and December 31, 2011, the Company had no goodwill. 

Multi-Client Seismic Data Library

The multi-client seismic data library consists of seismic surveys that are licensed to customers on a non-exclusive basis.  The Company capitalizes the majority of the costs directly associated with acquiring and processing the data, including the depreciation of the assets used in production of the surveys.  The capitalized cost of the multi-client seismic data is charged to depreciation and amortization in the period the sales occur based on the greater of the percentage of total estimated costs to the total estimated sales multiplied by actual sales, known as the sales forecast method, or the straight-line amortization method over five years.  This minimum straight-line amortization is recorded only if minimum amortization exceeds the amortization expense calculated using the sales forecast method.

The Company periodically reviews the carrying value of the multi-client seismic data library.  If during any such review, the Company determines that the future revenue for a multi-client survey is expected to be more or less than the original estimate of total revenue, the company decreases or increases (as the case may be) the amortization rate attributable to the future revenue from the multi-client survey.  Furthermore, in connection with the review, the Company evaluates the recoverability of the multi-client seismic data library, and if required under applicable accounting guidance, records an impairment charge with respect to the multi-client survey.  During 2011, the Company performed its impairment review of such assets and determined that a specific multi-client survey was fully impaired.  Accordingly, the Company recorded an impairment charge of $2.4 million in 2011.  There were no impairment charges required for 2012 or 2010.

Other Assets

Certain investments accounted for under the cost method are included in other assets.  They are recorded at cost and reviewed periodically if there are events or changes in circumstances that may have a significant adverse effect on the fair value of the investments. During 2012, the Company identified events or changes in circumstances related to certain cost method investments and recorded an impairment charge of $6.0 million .

Income Taxes

In accordance with applicable guidance, deferred tax assets and liabilities are computed using the liability method based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

A valuation allowance is provided, if necessary, to reserve the amount of net operating loss and tax credit carryforwards which the Company may not be able to use as a result of the expiration of maximum carryover periods allowed under applicable tax codes.

The Company applies a more likely than not threshold to the recognition and de-recognition of uncertain tax positions.  The Company recognizes the amount of unrecognized tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement.  A change in judgment related to the expected ultimate resolution of uncertain tax positions is recognized in earnings in the quarter of such changes.

Derivative Liabilities

The Company has convertible preferred stock issued and outstanding and common stock warrants that were issued in connection with preferred stock issuances.  Both the convertible preferred stock conversion feature and warrants contain price protection provisions (or down-round provisions) which reduce their price in the event the Company issues additional shares at a more favorable price than the strike price of the instruments.  In accordance with applicable accounting guidance, the fair value of the conversion feature is bifurcated from the host instrument and recognized at fair value as a derivative liability on the Company’s consolidated balance sheet.  The warrants are also recognized at fair value as a derivative liability on the Company’s consolidated balance sheet.  At December 31, 2012 and 2011, the fair value for both of these instruments is determined using a binomial tree valuation model.  At December 31, 2010, the fair value of these instruments was determined using a Monte Carlo valuation model.  In selecting the binomial tree model to value the Company’s derivative liabilities at the end of 2012 and 2011, management evaluated the model’s capability to incorporate certain provisions present in these financial instruments and believes that the model is consistent with the fair value measurement objectives and requirements under the applicable accounting guidance and that it has the ability to more easily assess the potential impact to the fair value measurements of changes in the underlying assumptions.

The fair value of the conversion feature, the warrants and other issuance costs of the preferred stock financing transaction are recognized as a discount to the preferred stock host.  The discount is accreted to the preferred stock host from the Company’s paid in capital, treated as a deemed dividend, over the period from the issuance date through the earliest redemption date of the preferred stock.

Foreign Exchange Gains and Losses

The Company’s operations around the world are largely financed in U.S. dollars and there are significant intra-entity transactions between its international operations and the parent entity, and accordingly, these subsidiaries utilize the U.S. dollar as their functional currency.  In accordance with applicable guidance, those foreign entities translate property and equipment (and related depreciation) into U.S. dollars at the exchange rate in effect at the time of their acquisition, while other assets and liabilities are translated at year-end rates.  Operating results (other than depreciation) are translated at the average rates of exchange prevailing during the year.  Transaction gains and losses are included in the determination of net income (loss) and are reflected in “Other income (expenses)” in the accompanying consolidated statements of operations.

The foreign exchange net gain (loss) was $(0.8) million, $(2.3) million and $0.4 million during the years ended December 31, 2012, 2011 and 2010, respectively. 

Leases

In accordance with applicable guidance, the Company classifies leases as capital if they meet certain specified criteria.  A capital lease is recorded as an asset and an obligation, at an amount equal to the present value at the beginning of the lease term of minimum lease payments during the lease term, and amortized in a manner consistent with the Company’s normal depreciation policy.  All other leases are accounted for as operating leases where the cost of the rental of the property is expensed throughout the term of the lease.

Stock-Based Compensation

The Company accounts for stock-based compensation by recognizing all share-based payments to employees, including grants of employee stock options, in the financial statements based on their grant date fair values.  Compensation cost related to share-based payments to employees is recognized as expense over the requisite service period, reduced by expected forfeitures.  Compensation cost for awards granted prior to, but not vested, as of January 1, 2006, would be based on the grant date attributes originally used to value those awards for pro forma purposes.  The Company uses the modified prospective transition method, utilizing the Black-Scholes option pricing model for the calculation of the fair value of employee stock options.  Under the modified prospective method, the Company would record compensation cost related to unvested stock awards at December 31, 2005, by recognizing the unamortized grant date fair value of these awards over the remaining vesting periods of those awards with no change in historical reported earnings. On the effective date of the Plan, all stock options will be cancelled and all unrecognized compensation expense will be expended immediately.

Contingent Liabilities

The Company accrues for contingent liabilities when such contingencies are probable and reasonably estimable.  The Company generally records losses related to these types of contingencies as direct operating expenses or general and administrative expenses in the consolidated statements of operations.

Legal Costs Incurred in Connection with a Loss Contingency

The Company expenses legal costs in the period in which they are incurred.  These types of costs are generally recorded as general and administrative expenses in the consolidated statements of operations.

Recent Accounting Standards Not Yet Adopted

In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-02 requires disclosure by component of other comprehensive income of the amounts reclassified out of accumulated other comprehensive income by component and into net earnings for the reporting period. ASU 2013-02 is effective for reporting periods beginning on or after December 15, 2012.

In July 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment.” ASU 2012-02 allows an entity to first assess qualitative factors in determining whether events and circumstances indicate that it is more-likely-than not that an indefinite-lived intangible asset is impaired. If an entity determines that it is not more-likely-than not that the indefinite-lived intangible asset is impaired, then the entity is not required to perform a quantitative impairment test. ASU 2012-02 is effective for fiscal years beginning after September 15, 2012.

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11, which increases disclosures about offsetting assets and liabilities. New disclosures are required to enable users of financial statements to understand significant quantitative differences in balance sheets prepared under U.S. GAAP and International Financial Reporting Standards (IFRS) related to the offsetting of financial instruments. The existing U.S. GAAP guidance allowing balance sheet offsetting, including industry-specific guidance, remains unchanged. ASU No. 2013- 01, released in January 2013, offers clarification on the scope of ASU No. 2011-11 as it applies to derivatives accounted for in accordance with Topic 815. The guidance in ASU No. 2011-11 and No. 2013-01 is effective for annual and interim reporting periods beginning on or after January 1, 2013. The disclosures should be applied retrospectively for all prior periods presented.

In December 2011, the FASB issued an update to ASC 220, Presentation of Comprehensive Income. This ASU defers a specific requirement to present items that are reclassified out of accumulated other comprehensive income to net income alongside their respective components of net income and other comprehensive income. The amendment will be temporary to allow the FASB time to redeliberate the presentation requirements for reclassifications out of accumulated other comprehensive income.

The Company does not expect the adoption of these pronouncements to impact its consolidated financial statements.

Recent Accounting Standards Adopted

In August 2012, the FASB issued ASU No. 2012-03, Technical Amendments and Corrections to SEC paragraphs and amends SEC paragraphs to make it more consistent with accounting principles generally accepted in the U.S. issued by the FASB and included in the ASC. Most of the changes were considered minor. The provisions are effective upon issuance. The adoption of this standard in August 2012 did not have an impact on our consolidated financial statements, and there were no material impacts to our financial statement disclosures.

In June 2011, the FASB issued an update to ASC 220, Presentation of Comprehensive Income. This ASU provides an entity with the option to present comprehensive income in either (i) a single statement that presents the components of net income and total net income, the components of other comprehensive income and total other comprehensive income, and a total for comprehensive income; or (ii) a two-statement approach which presents the components of net income and total net income in a first statement, immediately followed by a financial statement that presents the components of other comprehensive income, a total for other comprehensive income, and a total for comprehensive income. The presentation of other comprehensive income in the statement of changes in equity was eliminated. The guidance is applied retrospectively and the Company adopted the provisions of this ASU on January 1, 2012, with the exception of those amendments relating to the presentation of reclassification adjustments out of accumulated other comprehensive income, which has been deferred as mentioned above. The Company elected the option to present comprehensive income in a single statement. However, the adoption of this guidance did not have a impact on the Company’s consolidated financial statements as there were no items related to comprehensive income during 2012, 2011 and 2010.

In May 2011, the FASB issued an update to ASC 820, Fair Value Measurements. This ASU clarifies the application of certain fair value measurement requirements and requires, among other things, expanded disclosures for Level 3 fair value measurements and the categorization by level for items for which fair value is required to be disclosed in accordance with ASC 825, Financial Instruments. The guidance is applied prospectively and the Company adopted the provisions of this ASU on January 1, 2012. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. See note 6.

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Debt and Capital Lease Obligations (Tables)

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

Schedule of long-term debt and capital lease obligations

Long-term debt and capital lease obligations were as follows (in thousands):

	December 31,
	2012			2011
Whitebox Revolving Credit Facility —11.125%	$	50,000		$	50,000
Senior Secured Notes, net of discount—9.75%	297,759			296,615
Capital lease obligations	4,480			5,873
Notes payable from vendor financing arrangements	—			166
Other (1)	3,109			2,072
Total	355,348			354,726
Less: current portion	(353,700		)	(4,543		)
Total, net(2)	$	1,648		$	350,183

_________________________________________________ 

(1) Relates to the short-term project financing described below.

(2) Excludes $63.2 million and $53.2 million, respectively, related to the mandatorily redeemable preferred stock.  See note 7.

Schedule of future maturities of long-term debt, capital lease obligations, notes payable and mandatorily redeemable preferred stock

At December 31, 2012, future maturities (principal only) of long-term debt, capital lease obligations, notes payable and mandatorily redeemable preferred stock are as follows (in thousands):

For the Years Ending December 31,
2013	$	355,942
2014	1,596
2015	47,663
2016	37,837
2017 and thereafter	—
	$	443,038	(1	)

 _________________________________________

(1)Excludes unamortized discount of $2.2 million on long-term debt and $22.3 million on mandatorily redeemable preferred stock.  See note 7.

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Income Taxes (Details 6) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Changes in uncertain tax positions
Balance at the beginning of the period	$ 9,770,000	$ 7,997,000	$ 7,233,000
Increase in tax positions related to current period	639,000	1,773,000	764,000
Unrecognized Tax Benefits, Reductions Resulting from Lapse of Applicable Statute of Limitations	0	0	0
Balance at the end of the period	10,409,000	9,770,000	7,997,000
Interest and penalties on uncertain tax positions	800,000	1,500,000	800,000
Accrued interest related to unrealized tax benefits	$ 3,800,000	$ 3,000,000

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

Aggregate future minimum lease payments under the various non-cancelable operating leases are as follows (includes impact of escalation clauses, as applicable) (in thousands):

For the Years Ending December 31,
2013	$	23,329
2014	4,816
2015	2,282
2016	852
2017	404
Thereafter	—
	$	31,683

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Assets (Details 5) (USD $) In Thousands, unless otherwise specified	12 Months Ended							3 Months Ended		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2012	Dec. 31, 2010	Sep. 30, 2012 (Level 1)	Sep. 30, 2012 (Level 2)	Sep. 30, 2012 (Level 3)	Dec. 31, 2011 Goodwill	Sep. 30, 2011 Goodwill	Dec. 31, 2012 Income approach Goodwill	Dec. 31, 2011 Income approach Goodwill	Dec. 31, 2011 Market approach Goodwill Company
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Goodwill impairment	$ 0	$ 132,376						$ 92,400	$ 40,000
Goodwill	0	0		131,299
Period to estimate cash flows										5 years	5 years
Long-term growth rate											3.00%
Discount rate											16.20%
Number of publicly traded companies used to estimate goodwill impairment												6
Control premium												13.00%
Reporting unit's fair value					0	0	296,543
Goodwill impairment charge			$ 132,376

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Employee Benefits (Details 3) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Exercised (in shares)		0	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Granted (in dollars per share)	$ 0.45	$ 3.26	$ 4.55
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Balance at the beginning of the period (in shares)	709,550
Granted (in shares)	217,000
Exercised (in shares)	0
Forfeited (in shares)	(54,966)
Cancelled (in shares)	(25,708)
Expired (in shares)	0
Balance at the end of the period (in shares)	845,876
Exercisable at the end of the period (in shares)	435,142
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Balance at the beginning of the period (in dollars per share)	$ 9.82
Granted (in dollars per share)	$ 0.65
Exercised (in dollars per share)	$ 0.00
Forfeited (in dollars per share)	$ 6.99
Cancelled (in dollars per share)	$ 14.81
Expired (in dollars per share)	$ 0.00
Balance at the end of the period (in dollars per share)	$ 7.50
Exercisable at the end of the period (in dollars per share)	$ 11.98
Outstanding at the end of the period	4 years 8 months 22 days
Exercisable at the end of the period	2 years 8 months 1 day
Granted (in dollars per share)	$ 0.45
Options outstanding, exercise price, low end of the range (in dollars per share)	$ 0.49
Options outstanding, exercise price, high end of the range (in dollars per share)	$ 28.00

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 33,442		$ 44,647
Restricted cash	8,372		3,060
Accounts receivable, net	142,358		160,736
Deferred costs	9,246		13,941
Prepaid expenses	11,298		12,747
Other current assets	5,013		3,269
Total current assets	209,729		238,400
Property and equipment, net	150,037		212,636
Multi-client seismic data library, net	22,456		41,512
Deferred financing costs, net	8,913		12,987
Other assets, net	1,761		8,637
Total assets	392,896	[1],[2]	514,172	[1],[2]
Current liabilities:
Short-term debt and current portion of long-term debt and capital lease obligations	353,700		4,543
Accounts payable	34,143		79,300
Accrued liabilities	87,596		79,836
Deferred revenue	21,042		32,675
Income taxes payable	19,456		18,969
Total current liabilities	515,937		215,323
Long-term debt and capital lease obligations, net of current portion	1,648	[3]	350,183	[3]
Deferred income taxes	12,686		8,062
Derivative liabilities	79		5,778
Mandatorily redeemable preferred stock	63,180		53,210
Other liabilities	0		1,122
Total liabilities	593,530		633,678
Commitments and contingencies
Mezzanine equity:
Preferred stock, Series B-1 Senior Convertible, $10.00 par value; 2,500,000 shares authorized, 386,975 shares issued and outstanding as of December 31, 2012 and 351,444 shares issued and outstanding as of December 31, 2011	93,312		83,313
Stockholders’ deficit:
Common stock, $.01 par value; 100,000,000 shares authorized, 19,684,359 shares issued and 19,165,389 shares outstanding as of December 31, 2012 and 19,289,489 shares issued and 18,990,290 shares outstanding as of December 31, 2011	197		193
Additional paid-in capital	220,240		228,410
Accumulated deficit	(514,403)		(431,442)
Accumulated other comprehensive income	20		20
Total stockholders’ deficit	(293,946)		(202,819)
Total liabilities, mezzanine equity and stockholders’ deficit	$ 392,896		$ 514,172

[1] During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment. Accordingly, prior periods have been restated.

[2] During 2012, capital expenditures, including capitalized leases and capitalized depreciation to multi-client, totaled $6.5 million, $5.4 million, $49.3 million and $1.8 million for North America proprietary, international proprietary, multi-client and data processing and integrated reservoir geosciences, respectively.

[3] Excludes $63.2 million and $53.2 million, respectively, related to the mandatorily redeemable preferred stock. See note 7.

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Organization and Current Events (Details 2) (USD $) In Millions, unless otherwise specified	0 Months Ended	12 Months Ended	0 Months Ended
	Dec. 17, 2012	Dec. 31, 2012	Mar. 31, 2012 North America mi	Mar. 15, 2012 North America
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Interest payment on Notes that is due on December 15, 2012	$ 14.6
Grace period with respect to interest payments	30 days
Seismic Data Library [Line Items]
Cash consideration for North American seismic data sold				10.0
3D North America seismic data sold (in miles)			4,751
2D North American seismic data sold (in miles)			644
Percentage of net revenues generated and collected on seismic data which will be retained until the earlier of such time as the entity receives a total of $2.0 million in net revenues or March 7, 2017			75.00%
Amount of net revenues as a basis for the determining percentage of net revenues generated and collected on seismic data sold			2.0
Percentage of net revenues generated and collected on seismic data which will be retained if the Company receives $2.0 million in net revenues prior to March 7, 2017			50.00%
Amount recognized		$ 2.0

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
OPERATING ACTIVITIES
Net loss	$ (82,961)	[1]	$ (222,053)	[1]	$ (138,684)	[1]
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	123,924	[1]	158,388	[1]	112,897	[1]
Asset impairments	6,049	[1]	134,756	[1]	0	[1]
Bad debt expense	377		1,921		1,549
Loss on prepayment of debt, amortization of deferred financing costs, and accretion of debt discount	6,710		6,060		6,725
Stock-based compensation	1,936		2,665		2,888
(Gain) loss on disposal/sale of assets	(1,557)		(5,254)		1,910
Deferred income taxes	4,624		(8,107)		(9,176)
Change in fair value of derivative liabilities	(5,730)		(33,300)		6,415
Changes in operating assets and liabilities:
Restricted cash, net of financing portion	(5,312)		(605)		(501)
Accounts receivable	18,001		2,033		40,915
Prepaid expenses and other assets	1,000		2,315		(978)
Deferred costs	4,695		8,825		(8,402)
Accounts payable	(45,157)		13,574		(7,697)
Deferred revenues	(11,633)		(16,862)		35,456
Accrued liabilities and other liabilities	15,798		15,118		(11,781)
Net cash provided by operating activities	30,764		59,474		31,536
INVESTING ACTIVITIES
Investment in multi-client	(45,692)		(70,115)		(51,035)
Acquisition, net of cash acquired	0		0		(180,832)
Proceeds from disposal of assets and insurance claims	19,474		2,919		426
Proceeds from sale of other assets	0		5,948		0
Purchase of other assets	(588)		(2,204)		(3,986)
Purchases and acquisition of property and equipment	(11,944)		(18,551)		(47,673)
Change in restricted cash	0		0		303,803
Net cash provided by (used in) investing activities	(38,750)		(82,003)		20,703
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt	0		60,000		51,994
Proceeds from issuance of mandatorily redeemable preferred stock	0		0		30,000
Net change in short-term debt	1,330		2,194		0
Proceeds from common stock issuance, net	0		0		1,678
Payments on capital lease obligations and vendor financing	(3,765)		(2,427)		(25,025)
Payments on long-term debt	0		(33,000)		(73,641)
Payments of debt issuance costs	(784)		(2,442)		(4,570)
Net cash provided by (used in) financing activities	(3,219)		24,325		(19,564)
Net increase (decrease) in cash and cash equivalents	(11,205)		1,796		32,675
Cash and cash equivalents at the beginning of year	44,647		42,851		10,176
Cash and cash equivalents at the end of year	33,442		44,647		42,851
Cash disclosures:
Interest paid	20,163		34,946		31,356
Income taxes paid	9,820		6,721		11,464
Non-cash disclosures:
Capitalized depreciation to multi-client seismic data library	3,616		5,586		2,729
Purchases of property and equipment under capital lease obligations and vendor financings, net of down payments	2,430		6,491		0
Deferred financing costs paid in common stock	$ 0		$ 3,980		$ 0

[1] During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment. Accordingly, prior periods have been restated.

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Restructuring Costs (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2012
Restructuring Cost and Reserve [Line Items]
Charges incurred in 2012	$ 5,621,000
Charges incurred to date	5,621,000
Total expected to be incurred	5,736,000
Professional fees related to proposed financial restructuring	5,600,000
Employee severance and other termination benefits
Restructuring Cost and Reserve [Line Items]
Charges incurred in 2012	422,000
Charges incurred to date	422,000
Total expected to be incurred	438,000
Contract termination costs
Restructuring Cost and Reserve [Line Items]
Charges incurred in 2012	255,000
Charges incurred to date	255,000
Total expected to be incurred	262,000
Exiting and relocation of business activities
Restructuring Cost and Reserve [Line Items]
Charges incurred in 2012	4,944,000
Charges incurred to date	4,944,000
Total expected to be incurred	$ 5,036,000

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Debt and Capital Lease Obligations (Details 3) (USD $)	12 Months Ended												12 Months Ended				12 Months Ended					0 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Whitebox Revolving Credit Facility	Sep. 30, 2012 Whitebox Revolving Credit Facility	Dec. 31, 2011 Whitebox Revolving Credit Facility	Aug. 12, 2011 Whitebox Revolving Credit Facility	May 24, 2011 Whitebox Revolving Credit Facility	Dec. 31, 2010 Whitebox Revolving Credit Facility	Dec. 31, 2012 Senior Secured Notes	Dec. 31, 2011 Senior Secured Notes	Dec. 23, 2009 Senior Secured Notes	Dec. 31, 2012 Capital lease obligations and Vendor Financing Arrangements	Dec. 31, 2011 Capital lease obligations and Vendor Financing Arrangements	Dec. 31, 2012 Foreign Revolving Credit Lines	Dec. 31, 2011 Foreign Revolving Credit Lines	Dec. 31, 2012 Other		Dec. 31, 2011 Other		Mar. 10, 2013 Subsequent Event Whitebox Revolving Credit Facility	Mar. 10, 2013 Subsequent Event Senior Secured Notes	Jan. 15, 2013 Subsequent Event Senior Secured Notes
Debt Instrument [Line Items]
Maximum borrowing capacity under the facility					$ 50,000,000										$ 800,000	$ 2,400,000	$ 7,600,000				$ 50,000,000
Interest rate				11.125%						9.75%		9.75%
Aggregate amount outstanding																						300,000,000	300,000,000
Amount outstanding under the facility								48,300,000							0	0	2,600,000
Down payments to acquire property and equipment	11,944,000	18,551,000	47,673,000										2,400,000	6,500,000
Amount due from capital leases and vendor financing arrangements	355,348,000	354,726,000		50,000,000		50,000,000				297,759,000	296,615,000		4,500,000	6,000,000			3,109,000	[1]	2,072,000	[1]
Property and equipment, net	$ 150,037,000	$ 212,636,000											$ 6,900,000	$ 7,900,000
Disbursement fees																	3.00%
Interest rate margin																	8.00%
Variable rate basis																	one-month LIBOR
Effective interest rate							8.75%	8.75%	8.75%								8.34%

[1] Relates to the short-term project financing described below.

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Fair Value (Tables)

12 Months Ended

Dec. 31, 2012

Fair Value Disclosures [Abstract]

Schedule of assumptions used in the valuation models to determine the fair value of liabilities

The assumptions used in the valuation models to determine the fair value of the Company’s derivative liabilities are as follows:

	At December 31,
	2012			2011
2008 Warrants exercise price (1)	$	9.05		$	9.05
2010 Warrants exercise price (1)	$	3.84		$	3.84
Series B-1 Preferred Stock conversion price (1)	$	15.95		$	15.95
Stock price	$	0.05		$	2.15
Volatility	146.33		%	78.43		%
Risk-free discount rate (2)  — 2008 Warrants	0.12		%	0.19		%
Risk-free discount rate (2)  — 2010 Warrants	0.53		%	0.83		%
Risk-free discount rate (2) — Series B-1 Preferred Stock embedded conversion feature	0.36		%	0.59		%

 _______________________________________________________

(1) Anti-dilution provisions for these financial instruments were triggered as a result of the issuance of the Advisory Shares on August 29, 2011, associated with the Whitebox Revolving Credit Facility.  See notes 6, 7 and 8.

(2) Based on the remaining life of the instruments.

Schedule of derivative liabilities measured and recorded at fair value on a recurring basis

The Company’s derivative liabilities measured at fair value on a recurring basis were as follows (in thousands):

	December 31, 2012
	Total		(Level 1)		(Level 2)		(Level 3)
Conversion feature embedded in the Series B-1 Preferred Stock	$	16	$	—	$	—	$	16
2008 Warrants	—		—		—		—
2010 Warrants	63		—		—		63
Total derivative liabilities	$	79	$	—	$	—	$	79

	December 31, 2011
	Total		(Level 1)		(Level 2)		(Level 3)
Conversion feature embedded in the Series B-1 Preferred Stock	$	1,835	$	—	$	—	$	1,835
2008 Warrants	29		—		—		29
2010 Warrants	3,914		—		—		3,914
Total derivative liabilities	$	5,778	$	—	$	—	$	5,778

Schedule of reconciliation of the liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3)

A reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows (in thousands):

	Year ended December 31,
	2012			2011
Balance at the beginning of the period	$	5,778		$	38,271
Total unrealized (gains) losses
Included in earnings	(5,730		)	(33,300		)
Included in other comprehensive income	—			—
Issuances	31			807
Transfers in and/or out of Level 3	—			—
Balance at the end of the period	$	79		$	5,778

Schedule of fair value of the remaining financial assets and liabilities

The following table sets forth the fair value of the Company’s remaining financial assets and liabilities (in thousands):

		December 31, 2012				December 31, 2011
	Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial liabilities:
Long-term debt - Notes	Level 2	$	297,759	$	130,500	$	296,616	$	185,250
Long-term debt - Whitebox Revolving Credit Facility	Level 3	$	50,000	$	20,120	$	50,000	$	33,277
Other	Level 2	$	3,109	$	3,109	$	8,110	$	8,110
Mandatorily redeemable preferred stock:
Series C-1	Level 3	$	46,915	$	11,631	$	41,477	$	25,767
Series D	Level 3	$	16,265	$	5,083	$	11,733	$	14,229

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Fair Value (Details) (USD $)		12 Months Ended
	Dec. 18, 2009	Dec. 31, 2012 Binomial tree Level 3 Recurring basis	Dec. 31, 2011 Binomial tree Level 3 Recurring basis	Dec. 31, 2012 Series B-1 Preferred Stock Binomial tree Level 3 Recurring basis Conversion feature embedded in derivative liability		Dec. 31, 2011 Series B-1 Preferred Stock Binomial tree Level 3 Recurring basis Conversion feature embedded in derivative liability		Dec. 31, 2012 2008 Warrants Binomial tree Level 3 Recurring basis Derivative liabilities		Dec. 31, 2011 2008 Warrants Binomial tree Level 3 Recurring basis Derivative liabilities		Dec. 31, 2012 2010 Warrants Binomial tree Level 3 Recurring basis Derivative liabilities		Dec. 31, 2011 2010 Warrants Binomial tree Level 3 Recurring basis Derivative liabilities
Assumptions used in the valuation models to determine the fair value of the derivative liabilities
Exercise price (in dollars per share)				$ 15.95	[1]	$ 15.95	[1]	$ 9.05	[1]	$ 9.05	[1]	$ 3.84	[1]	$ 3.84	[1]
Stock Price (in dollars per share)	$ 9.25	$ 0.05	$ 2.15
Volatility		146.33%	78.43%
Risk-free discount rate				0.36%	[2]	0.59%	[2]	0.12%	[2]	0.19%	[2]	0.53%	[2]	0.83%	[2]

[1] Anti-dilution provisions for these financial instruments were triggered as a result of the issuance of the Advisory Shares on August 29, 2011, associated with the Whitebox Revolving Credit Facility. See notes 6, 7 and 8.

[2] Based on the remaining life of the instruments.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitment and Contingencies

Commitments and Contingencies

Contingencies

On January 15, 2013, the Debtors entered into a restructuring support agreement with holders of more than 70% in aggregate principal amount of the Notes and the largest holder of the Company's preferred stock. Under the terms of the restructuring support agreement, the Debtors agreed to implement a financial restructuring of the Company and its domestic subsidiaries and the other parties agreed to support and vote for either a pre-negotiated or pre-packaged plan of reorganization in accordance with the terms and conditions of the agreement.

The Company commenced a solicitation of acceptances of the Plan on February 7, 2013. On March 10, 2013, the Company filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Code in the Bankruptcy Court. The pre-packaged Plan, which remains subject to the approval of the Bankruptcy Court, was approved by a large majority of our stakeholders. The Company plans to continue to operate our businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the U.S. Code and order of the Bankruptcy Court. It is the Company's intention to request court approval to emerge from bankruptcy early in the second quarter of 2013. See Note 1 for more information.

Taxes Related to International Operations

Historically, the Company did not adequately monitor the time in country for its third country nationals performing work for the Company in certain countries in which it operated and thus may have under reported the taxes due for these employees. The Company has made an assessment of the potential liability related to these taxes and has recorded a provision at December 31, 2012 and 2011.

International Labor Claims

The Company has received adverse verdicts with respect to several international labor claims and is currently appealing these verdicts.

Other Contingencies

The Company is party to various other claims and legal actions arising in the ordinary course of business.  Management is of the opinion that none of these claims and actions will have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

With respect to the Company’s various contingencies, the Company had a provision of $12.5 million and $12.7 million, included in accrued liabilities at December 31, 2012 and 2011, respectively, for estimated costs related to these claims.

Commitments

At December 31, 2012, the Company has non-cancelable operating leases for office, warehouse space and equipment with remaining terms ranging from approximately one to six years.  Aggregate future minimum lease payments under the various non-cancelable operating leases are as follows (includes impact of escalation clauses, as applicable) (in thousands):

For the Years Ending December 31,
2013	$	23,329
2014	4,816
2015	2,282
2016	852
2017	404
Thereafter	—
	$	31,683

Rental expense in the consolidated financial statements amounted to approximately $85.7 million, $119.1 million, $69.5 million for the years ended December 31, 2012, 2011 and 2010, respectively.

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Employee Benefits (Tables)

12 Months Ended

Dec. 31, 2012

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of weighted average assumptions

The following weighted-average assumptions were made in estimating fair value:

	2012		2011		2010
Dividend Yield	0	%	0	%	0	%
Risk-Free Interest Rate	0.65	%	1.49	%	1.40	%
Expected Life (Years)	4.1		6.0		6.0
Expected Volatility	90.36	%	75.99	%	80.13	%

Options

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of option activity

A summary of the status of the Company's common stock option awards is presented in the table below:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Balance at December 31, 2011	709,550		$	9.82
Granted	217,000		0.65
Exercised	—		—
Forfeited	(54,966	)	6.99
Cancelled	(25,708	)	14.81
Expired	—		—
Balance at December 31, 2012	845,876		$	7.50	4.73
Exercisable at December 31, 2012	435,142		$	11.98	2.67

Schedule of non-vested activity

A summary of the status of the Company's non-vested stock options as of December 31, 2012, and changes during the year ended December 31, 2012 are presented below:

	Number of Shares		Weighted Average Grant-Date Fair Value per Share
Non-vested at December 31, 2011	406,436		$	3.70
Granted	217,000		0.45
Vested	(157,736	)	3.84
Forfeited	(54,966	)	4.34
Expired	—		—
Non-vested at December 31, 2012	410,734		$	1.85

Restricted stock

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of non-vested activity

Restricted stock awards activity for 2012 is summarized below:

	Number of Shares of Restricted Stock		Weighted Average Grant-Date Fair Value per Share
Total non-vested at December 31, 2011	299,199		$	8.44
Granted	430,000		0.72
Vested	(181,069	)	8.90
Forfeited	(29,160	)	6.69
Total non-vested at December 31, 2012	518,970		$	1.98

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Concentration of Credit Risk

12 Months Ended

Dec. 31, 2012

Risks and Uncertainties [Abstract]

Concentration of Credit Risk

Concentration of Credit Risk

The Company’s primary market risks include fluctuations in commodity prices which affect demand and pricing of services.  All of the Company’s customers are involved in the oil and natural gas industry, which exposes the Company to credit risk because its customers may be similarly affected by changes in economic and industry conditions.  Fluctuations in commodity prices affect demand for and pricing of our services and impact the concentration of our customers and our exposure to credit risk.

Further, the Company generally provides services and extends credit to a relatively small group of key customers that account for a significant percentage of accounts receivable of the Company at any given time.  Due to the nature of the Company’s contracts and customers’ projects, the largest customers can change from year to year and the largest customers in any year may not be indicative of the largest customers in any subsequent year.  If any key customers were to terminate their contracts or fail to contract for future services due to changes in ownership or business strategy or for any other reason, the Company’s results of operations could be affected. For the year ended December 31, 2012, our top 10 customers represented 69% of our consolidated revenue for the period.

Accordingly, the Company performs ongoing customer credit evaluations and maintains allowances for possible losses.  Write offs charged against the allowance for bad debt have not exceeded 1.0% of total sales for 2012, 2011 and 2010.  The Company utilizes the specific identification method for establishing and maintaining allowances for possible losses.  Our allowance for doubtful accounts at December 31, 2012 was $0.7 million, primarily reflecting specific agreement disputes with a customer in the Asia-Pacific region.  Bad debt expense for the year ended December 31, 2012 was $0.4 million. 

Management believes the unreserved accounts receivables at December 31, 2012 and December 31, 2011 of $143.0 million and $163.5 million are collectible and the allowance for doubtful accounts of $0.7 million and $2.8 million, respectively, is adequate.

The Company has cash in banks and short-term investments, including restricted cash, which, at times, may exceed federally insured limits, established in the United States and foreign countries.  The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash and short-term investments. Restricted cash includes cash held to collateralize standby letters of credit and performance guarantees.  At December 31, 2012, restricted cash also includes cash held in trust in connection with a short-term project financing agreement entered into in November 2011.  Volatility in financial markets may impact our credit risk on cash and short-term investments.  At December 31, 2012, cash and cash equivalents and restricted cash totaled $41.8 million.

The Company conducts operations outside the United States in both its seismic data acquisition and seismic data processing and integrated reservoir geosciences reportable segments.  These operations expose the Company to market risks from changes in foreign exchange rates.

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Fair Value (Details 4) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Carrying Amount | Series C Mandatorily Redeemable Preferred Stock
Financial liabilities:
Fair value of mandatorily redeemable preferred stock	$ 46,915	$ 41,477
Carrying Amount | Series D Mandatorily Redeemable Junior Preferred Stock
Financial liabilities:
Fair value of mandatorily redeemable preferred stock	16,265	11,733
Fair Value | Series C Mandatorily Redeemable Preferred Stock
Financial liabilities:
Fair value of mandatorily redeemable preferred stock	11,631	25,767
Fair Value | Series D Mandatorily Redeemable Junior Preferred Stock
Financial liabilities:
Fair value of mandatorily redeemable preferred stock	5,083	14,229
Senior Secured Notes | Carrying Amount | Long-term debt
Financial liabilities:
Long-term debt - Notes	297,759	296,616
Senior Secured Notes | Fair Value | Long-term debt
Financial liabilities:
Long-term debt - Notes	130,500	185,250
Whitebox Revolving Credit Facility | Carrying Amount | Long-term debt
Financial liabilities:
Long-term debt - Notes	50,000	50,000
Whitebox Revolving Credit Facility | Fair Value | Long-term debt
Financial liabilities:
Long-term debt - Notes	20,120	33,277
Other | Carrying Amount | Long-term debt
Financial liabilities:
Long-term debt - Notes	3,109	8,110
Other | Fair Value | Long-term debt
Financial liabilities:
Long-term debt - Notes	$ 3,109	$ 8,110

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Organization and Current Events

12 Months Ended

Dec. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Current Events

Organization and Current Events

Geokinetics Inc., a Delaware corporation founded in 1980, is based in Houston, Texas.  The Company is a global provider of seismic data acquisition, processing and integrated reservoir geosciences services, and a leader in providing land, transition zone and shallow water OBC environment geophysical services.  These geophysical services include acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data surveys, data processing and integrated reservoir geosciences services for customers in the oil and natural gas industry, which include national oil companies, major international oil companies and independent oil and gas exploration and production companies worldwide.  Seismic data is used by these companies to identify and analyze drilling prospects and maximize successful drilling.  The Company also owns a multi-client seismic data library whereby it maintains full or partial ownership of data acquired; client access is provided via licensing agreements.  The Company’s multi-client seismic data library consists of data covering various areas in the United States, Canada and Brazil.

Voluntary Reorganization under Chapter 11

On January 15, 2013, the Debtors entered into a restructuring support agreement with holders of more than 70% in aggregate principal amount of the Notes and the largest holder of the Company's preferred stock. Under the terms of the RSA, the Debtors agreed to implement a financial restructuring of the Company and its domestic subsidiaries and the other parties agreed to support and vote for either a pre-negotiated or pre-packaged plan of reorganization in accordance with the terms and conditions of the agreement. The Plan provides for the exchange of the Notes for a newly issued common stock representing 100% of the issued and outstanding common stock of the reorganized Company (subject to dilution from a management incentive plan and the satisfaction of borrowings under the DIP Facility with common stock of the reorganized Company described below), the repayment of the Whitebox Revolving Credit Facility in full, the payment in full of unsecured creditors, including trade vendors, either at the conclusion of the Chapter 11 case or in the ordinary course of business, and a $6 million cash payment to certain of the Company's preferred stockholders.  The Company's existing common stock will not receive a distribution and all existing equity interests will be cancelled without consideration.

The reorganization is not expected to have a material impact on the Company's operations and it will seek to pay unsecured trade and other creditors in full either in the ordinary course of business or at the conclusion of the Chapter 11 case.

A special committee of the Company's Board of Directors unanimously approved entering into the RSA. The parties' commitment under the restructuring support agreement and the completion of the transactions contemplated by the restructuring support agreement are subject to a number of closing conditions, termination rights and approvals, including the achievement of certain milestones in the Chapter 11 process by the deadlines specified in the RSA.

The Company commenced a solicitation of acceptances of the Plan on February 7, 2013 and the Plan was approved by the classes entitled to vote on the Plan, which represented the requisite majority of the Company's stakeholders. On March 10, 2013, the Company filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Code in the Bankruptcy Court. The Plan remains subject to the approval of the Bankruptcy Court.

The Company entered into the DIP Facility with the Backstop DIP Lenders on March 13, 2013. The DIP Facility, which provides for term loans of up to $25 million, will be used for general corporate purposes and working capital needs in accordance with a budget approved by the Backstop DIP Lenders and to satisfy the costs associated with the restructuring.  All borrowings under the DIP Facility are to be satisfied in common stock of the reorganized Company under the terms of the Plan or repaid on the earlier of (i) the date that is four months after the effective date of the DIP Facility, (ii) the date the obligations are accelerated pursuant to the terms of the DIP Facility and (iii) the effective date of a Chapter 11 plan.

During the pendency of the bankruptcy proceedings, the Company plans to continue to operate its businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the U.S. Code and order of the Bankruptcy Court. The Company is seeking to emerge from bankruptcy early in the second quarter of 2013. The Company expects to enter into an Exit Facility in connection with the consummation of the reorganization to provide it with liquidity for operations after the restructuring.

Events Leading to Proposed Restructuring

The following is a general description of factors that ultimately led the Company to enter into a restructuring plan to restructure the Company's liabilities and maximize recoveries to holders of claims and interests. The Company incurred operating losses primarily due to delays in project commencements, low asset utilization, idle crew costs, and the Mexico liftboat incident, which resulted in serious concerns about the Company's liquidity beginning in 2011 and continuing into 2012. In 2011, the Company began working with a financial advisor regarding a possible right-sizing of the Company's capital structure, and the Company began focusing on improving liquidity by giving priority to generating cash flows while maintaining long-term commitments to providing high quality seismic data acquisition services. These actions included:

• the May 31, 2012 appointment of David Crowley as the President and Chief Operating Officer and his subsequent appointment as Chief Executive Officer on November 9, 2012;

• an increased focus on cost reductions;

• the rationalization of operating locations resulting in the decision to close some of the Company's Africa and Middle East regional offices and operations;

• the identification of additional assets for potential sale, including the sale of certain North American seismic data described below;

• the centralization of bidding and management service processes to provide a higher level of control over costs; and

• a focus on bidding for seismic acquisition services with consideration of required capital expenditures for additional equipment given the restrictions in cash required for bid or posting of performance or bid bonds.

In furtherance of the above, on March 31, 2012, the Company sold certain North American seismic data to SEI for $10 million in cash. The data sold included 4,751 miles of 3D data and 644 linear miles of 2D data. In connection with this sale, the Company retained the right to receive 75% of the new revenues generated and collected on this seismic data until the earlier of such time as the Company receives $2.0 million or March 7, 2017. If the Company receives $2.0 million prior to March 7, 2017, then the Company will thereafter receive 50% of the net revenues generated from the applicable seismic data until March 7, 2017. We have recognized $2.0 million for our portion during the period ended December 31, 2012.

The Company's financial position continued to deteriorate during the third quarter of 2012. Consequently, with the assistance of our legal and financial advisors, during the fourth quarter of 2012, the Company entered into discussions with the Lenders, certain holders of the Notes, and certain holders of the Company's preferred stock regarding the restructuring of the Debtors' balance sheet. The parties were initially unable to reach an agreement regarding a consensual restructuring, and a confidentiality agreement terminated on or about December 14, 2012.

On December 17, 2012, the Company announced that it had elected not to make the approximately $14.6 million interest payment on the Notes that was due on December 15, 2012 and to operate under the 30-day grace period provided for in the Notes Indenture. To avoid contested and lengthy Chapter 11 cases, the Company utilized the 30-day grace period to continue negotiations with its stakeholders and prepare for an in-court restructuring, which focused on a balance sheet restructuring designed to minimize the impact on operations.

As a result, on January 15, 2013, the Company entered into the Restructuring Support Agreement with these Noteholders and preferred stockholders. Under the terms of the Restructuring Support Agreement, the Company agreed to implement a financial restructuring of the Debtors, and the other parties to the Restructuring Support Agreement agreed to support and vote for either a pre-packaged or pre-negotiated plan of reorganization in accordance with the terms and conditions of the agreement. The Plan reflects the agreements reached in connection with the restructuring support agreement.

Summary of the Plan

The Plan provides that the Company will (i) repay $50 million in loans plus accrued interest outstanding under the Whitebox Revolving Credit Facility from the proceeds of an Exit Facility, (ii) newly issued common stock representing 100% of the issued and outstanding common stock of the reorganized Company (subject to dilution for a management incentive plan and satisfaction of borrowings under the the DIP Facility in common stock of the reorganized Company described below), (iii) pay general unsecured claims in full either at the conclusion of the Chapter 11 cases or in the ordinary course of business, and (iv) make a $6 million cash payment to the holders of the Company's Series B-1 and Series C-1 preferred stock and cancel all of the preferred stock. The existing holders of the Company's Series D preferred stock and the common stock will not receive any distributions and their equity interests will be cancelled without consideration. The terms and conditions of the management incentive plan are expected to be determined after the Company emerges from Chapter 11.

The Plan represents a settlement and consensual arrangement among the Debtors’ significant creditor and equity constituencies. Based on the valuation analysis prepared by the Debtors with the assistance of its advisors, the value of the Debtors is not sufficient to provide a full recovery to the holders of Notes. The Debtors have determined that the value of the new common stock that will be distributed on account of the Note claims is approximately $224 million prior to any dilution from the DIP equity distribution, while the aggregate amount of the Notes outstanding is $300 million in principal, plus accrued and unpaid interest. Further, the Debtors and the consenting Noteholders concluded that in order to preserve and protect the Debtors’ present and future operations, it is critical that trade creditors, vendors, suppliers and customers are unimpaired by and experience minimal interruption during the Chapter 11 case. Therefore, in exchange for a fully consensual Chapter 11 process, the consenting Noteholders have agreed to support the settlement and compromise set forth in the Restructuring Support Agreement which provides for trade and other unsecured claims to be unimpaired and for the holders of the Company's Series B-1 and Series C-1 preferred stock to receive a $6 million cash payment.

Going Concern

The Company incurred a net loss for the years ended 2012, 2011 and 2010 and had a shareholders' deficit as of December 31, 2012 and 2011. To improve the Company's performance and address competitive challenges, the Company has developed a strategic plan for the ongoing operation of the Company's business.  Successful implementation of the Company's plan, however, is subject to numerous risks and uncertainties.  In addition, the increasingly competitive industry conditions under which the Company operates have negatively impacted the Company's results of operations and cash flows and may continue to do so in the future. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's ability to continue as a going concern is contingent upon the Company's ability to comply with the financial and other covenants contained in the DIP Facility, the Bankruptcy Court's approval of the Company's reorganization plan and the Company's ability to successfully implement the Company's plan and obtain exit financing, among other factors. As a result of the Bankruptcy Filing, the realization of assets and the satisfaction of liabilities are subject to uncertainty. While operating as debtors-in-possession under Chapter 11, the Company may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business (and subject to restrictions contained in the DIP Facility), for amounts other than those reflected in the accompanying consolidated financial statements. Further, the reorganization plan could materially change the amounts and classifications of assets and liabilities reported in the consolidated financial statements.  The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern or as a consequence of the Bankruptcy Filing.

Delisting from the NYSE MKT

The Company's common stock was previously listed on the NYSE MKT (formerly the NYSE AMEX) under the trading symbol “GOK.” The NYSE MKT placed a trading halt on our common stock beginning on December 17, 2012 and subsequently suspended our listing before the opening of the market on December 27, 2012. On December 27, 2012, the OTCQB market operated by OTC Markets Group, Inc. (www.otcmarkets.com) and the OTC Bulletin Board (www.otcbb.com) began quoting our common stock under the symbol “GEOK.” The Company intends to deregister under the Exchange Act and to suspend its SEC reporting obligations after this Annual Report on Form 10-K is filed with the SEC.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Stockholders’ deficit:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	19,684,359	19,289,489
Common stock, shares outstanding	19,165,389	18,990,290
Series B Preferred stock
Mezzanine equity:
Preferred stock, Series B Senior Convertible, par value (in dollars per share)	$ 10.00	$ 10.00
Preferred stock, Series B Senior Convertible, shares authorized	2,500,000	2,500,000
Preferred stock, Series B Senior Convertible, shares issued	386,975	351,444
Preferred stock, Series B Senior Convertible, shares outstanding	386,975	351,444

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Employee Benefits

12 Months Ended

Dec. 31, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Employee Benefits

Employee Benefits

Stock-Based Compensation

Stock-based compensation cost is measured at the date of the grant, based on the calculated fair value of the award, and is recognized as expense over the employee’s service period, which is generally the vesting period of the equity grant.

The Company adopted the 2010 Plan effective April 1, 2010, the 2007 Plan during May 2007 and the 2002 Plan during March 2002.  All Plans provide for granting of (i) incentive stock options, (ii) nonqualified stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) phantom stock awards or (vi) any combination of the foregoing to directors, officers and select employees.  The Company is authorized to grant a total of 3,150,000 shares of common stock under these three plans: 1,600,000 shares under the 2010 Plan, 750,000 shares under the 2007 Plan and 800,000 shares under the 2002 Plan.  At December 31, 2012, 418,410 shares remained available for grant under the 2010 Plan, 56,093 shares under the 2007 Plan, and 116,841 shares under the 2002 Plan.  Stock option exercises and restricted stock are funded through the issuance of authorized but unissued shares of common stock.

Stock Options

The Company granted both incentive stock options and non-qualified stock options to employees and non-employee directors.

Total compensation expense related to stock options recognized during the years ended December 31, 2012, 2011 and 2010 totaled $0.5 million, $1.2 million and $1.0 million, respectively.

The fair value of each option is estimated on the date of grant using the Black-Scholes pricing model.  The following weighted-average assumptions were made in estimating fair value:

	2012		2011		2010
Dividend Yield	0	%	0	%	0	%
Risk-Free Interest Rate	0.65	%	1.49	%	1.40	%
Expected Life (Years)	4.1		6.0		6.0
Expected Volatility	90.36	%	75.99	%	80.13	%

The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model. Expected volatilities are based on a number of factors, including historical volatility of the Company’s stock.  The Company uses historical data to estimate option exercise and employee termination for determining the estimated forfeitures.  The Company uses the simplified method for determining the expected life used in the valuation model.  The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.  As the Company has not declared dividends since it became a public entity, no dividend yield is used in the calculation.

A summary of the status of the Company's common stock option awards is presented in the table below:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Balance at December 31, 2011	709,550		$	9.82
Granted	217,000		0.65
Exercised	—		—
Forfeited	(54,966	)	6.99
Cancelled	(25,708	)	14.81
Expired	—		—
Balance at December 31, 2012	845,876		$	7.50	4.73
Exercisable at December 31, 2012	435,142		$	11.98	2.67

During the years ended December 31, 2012, 2011, and 2010, no options were exercised.

The weighted-average grant-date fair value per share of stock options granted during the years ended December 31, 2012, 2011 and 2010 was $0.45, $3.26, and $4.55, respectively.

Options outstanding at December 31, 2012, expire between December 2013 and May 2022, and have exercise prices ranging from $0.49 to $28.00.

A summary of the status of the Company's non-vested stock options as of December 31, 2012, and changes during the year ended December 31, 2012 are presented below:

	Number of Shares		Weighted Average Grant-Date Fair Value per Share
Non-vested at December 31, 2011	406,436		$	3.70
Granted	217,000		0.45
Vested	(157,736	)	3.84
Forfeited	(54,966	)	4.34
Expired	—		—
Non-vested at December 31, 2012	410,734		$	1.85

As of December 31, 2012, there was approximately $0.6 million of total unrecognized compensation expense related to stock options outstanding.  That cost is scheduled to be recognized over the next 5 years. However, on the effective date of the Plan, all stock options will be cancelled and all unrecognized compensation expense will be expended immediately.

Restricted Stock

In addition to stock options, employees and non-employee directors may be granted restricted stock awards, which are awards of common stock with no exercise price. Restricted stock awards expense is calculated by multiplying the stock price on the date of award by the number of shares awarded and amortizing this amount over the vesting period of the stock.

The Company recorded compensation expense related to restricted stock of approximately $1.4 million, or $0.07 per common share, $1.4 million, or $0.07 per common share, and $1.9 million, or $0.10 per common share for the years ended December 31, 2012, 2011 and 2010, respectively.

Restricted stock awards activity for 2012 is summarized below:

	Number of Shares of Restricted Stock		Weighted Average Grant-Date Fair Value per Share
Total non-vested at December 31, 2011	299,199		$	8.44
Granted	430,000		0.72
Vested	(181,069	)	8.90
Forfeited	(29,160	)	6.69
Total non-vested at December 31, 2012	518,970		$	1.98

The weighted average grant date fair value per share for restricted stock awards granted in 2012, 2011 and 2010 was $0.72, $6.95 and $6.72, respectively. The total grant date fair value of restricted stock awards vested in 2012, 2011 and 2010 was $1.60 million, $1.3 million and $2.0 million, respectively.

Because the Company maintained a full valuation allowance on its U.S. deferred tax assets, the Company did not recognize any tax benefit related to stock-based compensation expense for the years ended December 31, 2012, 2011 and 2010.

As of December 31, 2012, there was approximately $0.7 million of total unrecognized compensation related to restricted stock outstanding.  That cost is expected to be recognized over the next three years or expensed immediately on the effective date of the Plan.

Employee Retirement Plans

At December 31, 2012, the Company maintained two retirement plans in which the Company’s employees were eligible to participate.

U.S. domestic employees participated in a 401(k) plan in which the Company made matching contributions of approximately $1.4 million, $1.5 million, and $1.3 million for the years ended December 31, 2012, 2011 and 2010, respectively, whereby the Company matched 100% on the first 3% of the employee’s contribution and 50% on the second 3% of the employee’s contribution.

International employees participated in an international defined contribution plan in which the Company made matching contributions of approximately $0.6 million, $0.7 million, and $0.5 million for the years ended December 31, 2012, 2011 and 2010, respectively, whereby the Company matched 100% on the first 3% of the employee’s contribution and 50% on the second 3% of the employee’s contribution.

All employees of the Company paid out of the United States, both domestically and internationally, are eligible to participate effective the first of the month following three months from their hire date.

The Company does not offer any pension or other retirement benefits.

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Restructuring Costs (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Restructuring Reserve [Roll Forward]
Balance Beginning of Period	$ 0
Add: Restructuring costs incurred	5,621
Less: Amount paid	(4,908)
Less: Non-cash utilization and other	(24)
Balance End of Period	689
Employee severance and other termination benefits
Restructuring Reserve [Roll Forward]
Balance Beginning of Period	0
Add: Restructuring costs incurred	422
Less: Amount paid	(375)
Less: Non-cash utilization and other	(24)
Balance End of Period	23
Contract termination costs
Restructuring Reserve [Roll Forward]
Balance Beginning of Period	0
Add: Restructuring costs incurred	255
Less: Amount paid	(51)
Less: Non-cash utilization and other	0
Balance End of Period	204
Exiting and relocation of business activities
Restructuring Reserve [Roll Forward]
Balance Beginning of Period	0
Add: Restructuring costs incurred	4,944
Less: Amount paid	(4,482)
Less: Non-cash utilization and other	0
Balance End of Period	$ 462

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Condensed Consolidating Financial Information (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
STATEMENT OF OPERATIONS
Total Revenue	$ 155,845	$ 141,694	$ 134,787	$ 163,498	$ 224,492	$ 206,052	$ 145,548	$ 187,637	$ 595,824	[1]	$ 763,729	[1]	$ 558,134	[1]
Equity in earnings of subsidiaries									0		0		0
Expenses:
Direct operating									424,365	[1]	603,275	[1]	455,899	[1]
Depreciation and amortization									123,924	[1]	158,388	[1]	112,897	[1]
General and administrative									65,467		75,608		81,394
Asset impairments									6,049	[1]	134,756	[1]	0	[1]
Total expenses									619,805		972,027		650,190
Loss from operations	(7,814)	9,023	(11,159)	(14,031)	(106,762)	(52,102)	(27,950)	(21,484)	(23,981)		(208,298)		(92,056)
Interest income (expense), net	(13,590)	(12,699)	(12,836)	(12,739)	(12,499)	(10,951)	(12,941)	(11,149)	(51,864)	[1]	(47,540)	[1]	(37,827)	[1]
Other income (expenses), net									7,802	[1]	35,825	[1]	(3,991)	[1]
Income (loss) before income taxes									(68,043)		(220,013)		(133,874)
Provision for income taxes									14,918	[1]	2,040	[1]	4,810	[1]
Net loss	(25,969)	(6,302)	(27,466)	(23,224)	(111,741)	(42,105)	(39,436)	(28,771)	(82,961)	[1]	(222,053)	[1]	(138,684)	[1]
Guarantor Parent Company
STATEMENT OF OPERATIONS
Total Revenue									0		518		328
Equity in earnings of subsidiaries									(74,575)		(216,304)		(120,228)
Expenses:
Direct operating									101		25,398		(2,000)
Depreciation and amortization									1,293		6,564		4,908
General and administrative									2,532		(982)		5,893
Asset impairments									0		0
Total expenses									3,926		30,980		8,801
Loss from operations									(78,501)		(246,766)		(128,701)
Interest income (expense), net									(10,187)		(8,176)		(6,033)
Other income (expenses), net									5,727		32,889		(9,043)
Income (loss) before income taxes									(82,961)		(222,053)		(143,777)
Provision for income taxes									0		0		(5,093)
Net loss									(82,961)		(222,053)		(138,684)
Issuer Subsidiary
STATEMENT OF OPERATIONS
Total Revenue									0		0		0
Equity in earnings of subsidiaries									0		0		0
Expenses:
Direct operating									0		0		0
Depreciation and amortization									0		0		0
General and administrative									0		0		1,565
Asset impairments									0		0
Total expenses									0		0		1,565
Loss from operations									0		0		(1,565)
Interest income (expense), net									(40,632)		(39,323)		(33,494)
Other income (expenses), net									0		(1,121)		208
Income (loss) before income taxes									(40,632)		(40,444)		(34,851)
Provision for income taxes									0		0		14
Net loss									(40,632)		(40,444)		(34,865)
Guarantor Subsidiaries
STATEMENT OF OPERATIONS
Total Revenue									270,738		414,837		236,697
Equity in earnings of subsidiaries									1,263		(4,758)		(46,478)
Expenses:
Direct operating									129,900		216,813		134,458
Depreciation and amortization									114,087		126,071		98,900
General and administrative									38,524		39,789		21,314
Asset impairments									495		132,376
Total expenses									283,006		515,049		254,672
Loss from operations									(11,005)		(104,970)		(64,453)
Interest income (expense), net									1,285		607		188
Other income (expenses), net									1,712		6,322		1,852
Income (loss) before income taxes									(8,008)		(98,041)		(62,413)
Provision for income taxes									8,478		2,037		145
Net loss									(16,486)		(100,078)		(62,558)
Non-Guarantor Subsidiaries
STATEMENT OF OPERATIONS
Total Revenue									450,349		433,840		374,214
Equity in earnings of subsidiaries									(17,298)		(58,177)		(17,221)
Expenses:
Direct operating									416,480		441,400		376,546
Depreciation and amortization									8,722		25,753		9,089
General and administrative									27,559		41,754		52,622
Asset impairments									5,554		2,380
Total expenses									458,315		511,287		438,257
Loss from operations									(25,264)		(135,624)		(81,264)
Interest income (expense), net									(2,330)		(648)		1,512
Other income (expenses), net									363		(2,265)		2,992
Income (loss) before income taxes									(27,231)		(138,537)		(76,760)
Provision for income taxes									6,440		3		9,744
Net loss									(33,671)		(138,540)		(86,504)
Eliminations
STATEMENT OF OPERATIONS
Total Revenue									(125,263)		(85,466)		(53,105)
Equity in earnings of subsidiaries									90,610		279,239		183,927
Expenses:
Direct operating									(122,116)		(80,336)		(53,105)
Depreciation and amortization									(178)		0		0
General and administrative									(3,148)		(4,953)		0
Asset impairments									0		0
Total expenses									(125,442)		(85,289)		(53,105)
Loss from operations									90,789		279,062		183,927
Interest income (expense), net									0		0		0
Other income (expenses), net									0		0		0
Income (loss) before income taxes									90,789		279,062		183,927
Provision for income taxes									0		0		0
Net loss									$ 90,789		$ 279,062		$ 183,927

[1] During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment. Accordingly, prior periods have been restated.

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Document and Entity Information (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Mar. 12, 2013	Jun. 29, 2012
Document and Entity Information Abstract
Entity Registrant Name	GEOKINETICS INC
Entity Central Index Key	0000314606
Document Type	10-K
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 3.3
Entity Common Stock, Shares Outstanding		19,690,642
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY

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Loss Per Common Share

12 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

Loss Per Common Share

Loss Per Common Share

The following table sets forth the computation of basic and diluted loss per common share (in thousands except per share data):

	Year Ended December 31,
	2012			2011			2010
Numerator:
Loss applicable to common stockholders	$	(93,063	)	$	(231,251	)	$	(147,534	)
Denominator:
Denominator for basic loss per common share	19,043			18,211			17,441
Effect of dilutive securities:
Stock options	—			—			—
Warrants	—			—			—
Restricted stock	—			—			—
Convertible preferred stock	—			—			—
Denominator for diluted loss per common share	19,043			18,211			17,441
Loss per common share:
Basic and diluted	$	(4.89	)	$	(12.70	)	$	(8.46	)

The calculation of diluted loss per common share for the years ended December 31, 2012, 2011 and 2010, excludes options to purchase 807.164 shares, 324.653 shares and 427.804 shares of common stock, respectively; warrants to purchase 0 shares, 2,129.4 shares, and 0 shares of common stock, respectively; 518.97 shares, 299.199 shares, and 313.831 shares of restricted stock, respectively; and preferred stock convertible into 6,065,439 shares, 5,508.527 shares, and 4,865.457 shares of common stock for the years ended December 31, 2012, 2011 and 2010, respectively, because the effect would be anti-dilutive.

At December 31, 2012, 2011 and 2010, there were outstanding warrants to purchase 3,735,000 shares.

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Income Taxes (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Income Tax Disclosure [Abstract]
U.S. statutory rate	$ (23,815)		$ (77,004)		$ (46,856)
Non-deductible expenses	4,992		50,160		1,312
State taxes, net of benefit	(2)		21		0
Effect of foreign tax rate differential	5,638		11,014		9,581
Foreign withholding taxes	4,260		4,746		4,184
Foreign tax credit	(4,408)		(13,245)		0
Non-taxable/non-deductible derivative (gains) losses	(2,006)		(11,655)		2,245
Unrecognized tax benefits	639		1,773		764
Return to accrual items	(6,165)		(4,287)		4,760
Change in valuation allowance	35,785		40,517		28,820
Total provision for income taxes	$ 14,918	[1]	$ 2,040	[1]	$ 4,810	[1]

[1] During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment. Accordingly, prior periods have been restated.

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Condensed Consolidating Financial Information (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010	Dec. 31, 2009
Assets
Current assets	$ 209,729		$ 238,400
Property and equipment, net	150,037		212,636
Investment in subsidiaries	0		0
Intercompany accounts	0		0
Other non-current assets	33,130		63,136
Total assets	392,896	[1],[2]	514,172	[1],[2]
Liabilities, Mezzanine and Stockholders' Equity (Deficit)
Current liabilities	515,937		215,323
Long-term debt and capital lease obligations, net of current portion	1,648	[3]	350,183	[3]
Deferred income taxes and other non-current liabilities	75,866		62,394
Derivative liabilities	79		5,778
Total liabilities	593,530		633,678
Mezzanine equity	93,312		83,313		74,987	66,976
Stockholders' equity (deficit)	(293,946)		(202,819)		21,787	145,330
Total liabilities, mezzanine equity and stockholders’ deficit	392,896		514,172
Guarantor Parent Company
Assets
Current assets	(3,860)		971
Property and equipment, net	10,123		16,666
Investment in subsidiaries	197,931		197,931
Intercompany accounts	(2,487)		23,454
Other non-current assets	809		1,079
Total assets	202,516		240,101
Liabilities, Mezzanine and Stockholders' Equity (Deficit)
Current liabilities	12,938		48,482
Long-term debt and capital lease obligations, net of current portion	0		0
Deferred income taxes and other non-current liabilities	40,428		30,458
Derivative liabilities	79		5,778
Total liabilities	53,445		84,718
Mezzanine equity	93,312		83,313
Stockholders' equity (deficit)	55,759		72,070
Total liabilities, mezzanine equity and stockholders’ deficit	202,516		240,101
Issuer Subsidiary
Assets
Current assets	0		0
Property and equipment, net	0		0
Investment in subsidiaries	357,951		377,362
Intercompany accounts	61,013		80,834
Other non-current assets	8,105		11,908
Total assets	427,069		470,104
Liabilities, Mezzanine and Stockholders' Equity (Deficit)
Current liabilities	365,188		1,565
Long-term debt and capital lease obligations, net of current portion	0		346,615
Deferred income taxes and other non-current liabilities	0		0
Derivative liabilities	0		0
Total liabilities	365,188		348,180
Mezzanine equity	0		0
Stockholders' equity (deficit)	61,881		121,924
Total liabilities, mezzanine equity and stockholders’ deficit	427,069		470,104
Guarantor Subsidiaries
Assets
Current assets	64,596		134,119
Property and equipment, net	125,047		174,564
Investment in subsidiaries	255,174		44,118
Intercompany accounts	120,467		12,845
Other non-current assets	22,033		42,572
Total assets	587,317		408,218
Liabilities, Mezzanine and Stockholders' Equity (Deficit)
Current liabilities	61,025		78,914
Long-term debt and capital lease obligations, net of current portion	303		0
Deferred income taxes and other non-current liabilities	35,422		30,798
Derivative liabilities	0		0
Total liabilities	96,750		109,712
Mezzanine equity	0		0
Stockholders' equity (deficit)	490,567		298,506
Total liabilities, mezzanine equity and stockholders’ deficit	587,317		408,218
Non-Guarantor Subsidiaries
Assets
Current assets	148,993		103,310
Property and equipment, net	14,867		21,406
Investment in subsidiaries	15,179		14,206
Intercompany accounts	(178,993)		(117,133)
Other non-current assets	2,183		7,754
Total assets	2,229		29,543
Liabilities, Mezzanine and Stockholders' Equity (Deficit)
Current liabilities	76,786		86,362
Long-term debt and capital lease obligations, net of current portion	1,345		3,568
Deferred income taxes and other non-current liabilities	16		1,138
Derivative liabilities	0		0
Total liabilities	78,147		91,068
Mezzanine equity	0		0
Stockholders' equity (deficit)	(75,918)		(61,525)
Total liabilities, mezzanine equity and stockholders’ deficit	2,229		29,543
Eliminations
Assets
Current assets	0		0
Property and equipment, net	0		0
Investment in subsidiaries	(826,235)		(633,617)
Intercompany accounts	0		0
Other non-current assets	0		(177)
Total assets	(826,235)		(633,794)
Liabilities, Mezzanine and Stockholders' Equity (Deficit)
Current liabilities	0		0
Long-term debt and capital lease obligations, net of current portion	0		0
Deferred income taxes and other non-current liabilities	0		0
Derivative liabilities	0		0
Total liabilities	0		0
Mezzanine equity	0		0
Stockholders' equity (deficit)	(826,235)		(633,794)
Total liabilities, mezzanine equity and stockholders’ deficit	$ (826,235)		$ (633,794)

[1] During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment. Accordingly, prior periods have been restated.

[2] During 2012, capital expenditures, including capitalized leases and capitalized depreciation to multi-client, totaled $6.5 million, $5.4 million, $49.3 million and $1.8 million for North America proprietary, international proprietary, multi-client and data processing and integrated reservoir geosciences, respectively.

[3] Excludes $63.2 million and $53.2 million, respectively, related to the mandatorily redeemable preferred stock. See note 7.

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Revenue	$ 595,824	[1]	$ 763,729	[1]	$ 558,134	[1]
Expenses:
Direct operating	424,365	[1]	603,275	[1]	455,899	[1]
Depreciation and amortization	123,924	[1]	158,388	[1]	112,897	[1]
General and administrative	65,467		75,608		81,394
Asset impairments	6,049	[1]	134,756	[1]	0	[1]
Total expenses	619,805		972,027		650,190
Loss from operations	(23,981)		(208,298)		(92,056)
Other income (expense):
Interest income	229		658		1,767
Interest expense	(52,093)		(48,198)		(39,594)
Gain (loss) from change in fair value of derivative liabilities	5,730		33,300		(6,415)
Foreign exchange gain (loss)	(738)		(2,333)		365
Other, net	2,810		4,858		2,059
Total other expense, net	(44,062)		(11,715)		(41,818)
Income (loss) before income taxes	(68,043)		(220,013)		(133,874)
Provision for income taxes:
Current	10,295		10,147		13,986
Deferred	4,623		(8,107)		(9,176)
Total provision for income taxes	14,918	[1]	2,040	[1]	4,810	[1]
Net loss	(82,961)	[1]	(222,053)	[1]	(138,684)	[1]
Dividends and accretion	(10,102)		(9,198)		(8,850)
Loss applicable to common stockholders	$ (93,063)		$ (231,251)		$ (147,534)
For Basic and Diluted Shares:
Loss per common share (usd per share)	$ (4.89)		$ (12.70)		$ (8.46)
Weighted average common shares outstanding (in shares)	19,043		18,211		17,441

[1] During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment. Accordingly, prior periods have been restated.

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Debt and Capital Lease Obligations

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

Debt and Capital Lease Obligations

Debt and Capital Lease Obligations

Long-term debt and capital lease obligations were as follows (in thousands):

	December 31,
	2012			2011
Whitebox Revolving Credit Facility —11.125%	$	50,000		$	50,000
Senior Secured Notes, net of discount—9.75%	297,759			296,615
Capital lease obligations	4,480			5,873
Notes payable from vendor financing arrangements	—			166
Other (1)	3,109			2,072
Total	355,348			354,726
Less: current portion	(353,700		)	(4,543		)
Total, net(2)	$	1,648		$	350,183

_________________________________________________ 

(1) Relates to the short-term project financing described below.

(2) Excludes $63.2 million and $53.2 million, respectively, related to the mandatorily redeemable preferred stock.  See note 7.

Whitebox Revolving Credit Facility

On May 24, 2011, the RBC Revolving Credit Facility described below under "Extinguished Obligations," was assigned to the Lenders.  Contemporaneously with the assignment, the Company entered into a Forbearance Agreement and Amendment No. 5 whereby the Lenders agreed to waive compliance with certain terms and conditions under the RBC Revolving Credit Facility agreement, as previously modified and amended,  and to forbear from exercising any rights and remedies in connection with certain specified defaults under the RBC Revolving Credit Facility agreement until the earlier of August 22, 2011 or the execution of an amended and restated credit agreement.  Upon the assignment of the RBC Revolving Credit Facility to the Lenders, the Company borrowed $48.3 million under the Whitebox Revolving Credit Facility, which were used to repay the RBC Revolving Credit Facility and for general working capital purposes.

The amended and restated credit agreement facility was entered into among the Company and the Lenders on August 12, 2011.  In connection with this agreement, the Company paid a closing fee of $1.7 million in cash.  In addition, the Company paid a $4.0 million advisory fee by issuing shares of Geokinetics common stock, valued at 95% of the volume weighted average price over the trailing 10-day trading period following the execution of the amended and restated credit agreement.  On August 29, 2011, Geokinetics issued an aggregate of 1,041,668 shares of common stock (the “Advisory Shares”) to the Lenders.  The issuance of the Advisory Shares triggered the anti-dilution provisions of (i) Geokinetics’ Series B Preferred Stock, (ii) warrants issued on July 28, 2008 to purchase up to 240,000 shares of Common Stock (the “2008 Warrants”), and (iii) warrants issued on December 14, 2010 to purchase up to 3,495,000 shares of Common Stock (the “2010 Warrants”).  The issue price of the Advisory Shares was $3.84, which was less than the conversion price of the Series B Preferred Stock and the exercise prices of the 2008 and 2010 Warrants.  Accordingly, the conversion price of the Series B Preferred Stock and the exercise price of the 2008 Warrants were reduced in accordance with an anti-dilution formula, and the exercise price of the 2010 Warrants was reduced to the issue price of the Advisory Shares, or $3.84 per share.  The anti-dilution formula for the Series B Preferred stock reduced the conversion price by multiplying the conversion price by a fraction, the numerator of which was (i) the number of fully diluted shares of Common Stock outstanding prior to issuance plus the number of shares of Common Stock that $4.0 million would purchase at such conversion price and (ii) the denominator of which was the sum of the number of fully diluted shares outstanding prior to the issuance plus the number of shares issued in payment of the fee, which resulted in an adjusted conversion price of $15.95 per share.  The anti-dilution adjustment to the 2008 Warrants was similar, resulting in an adjusted exercise price of $9.05 per share.  See notes 7 and 9.  The closing fee and the advisory fee were recorded as deferred financing costs and will be amortized through the maturity date of this agreement.

Borrowings outstanding under the facility bear interest at 11.125%; amounts in excess of the amount outstanding up to the total amount available of $50.0 million are subject to an unused commitment fee of 11.125%.  The facility does not provide for the issuance of letters of credit and matures on September 1, 2014.  Borrowings under the facility are secured by certain of Geokinetics’ and its subsidiaries’ U.S. assets and the pledge of a portion of the stock of certain of its foreign subsidiaries.  There are no scheduled amortization or commitment reductions prior to maturity but the Company is required to prepay the facility with proceeds from certain asset sales.  The Company has the option to prepay the facility upon the issuance of certain equity securities or after the first year, subject to a reduction fee schedule.  The facility has no financial maintenance covenants. If the Plan is approved, the Company will repay the outstanding balance and any accrued interest from the proceeds of an Exit Facility upon emergence from Chapter 11.

Until August 12, 2011, when the amended and restated credit agreement was executed, the Company incurred interest and fees based on the terms of the RBC Revolving Credit Facility, as amended, including a ticking fee of 1% per quarter based on the maximum availability under the facility, a 1.5% fee for unused commitments and borrowings bore interest at a floating rate based on a specific formula.  The interest rate based on this formula was 8.75% during the period between May 24, 2011 and August 12, 2011.

Senior Secured Notes Due 2014

On December 23, 2009, Holdings issued $300.0 million of Notes in a private placement to institutional buyers at an issue price of $294.3 million, or 98.093% of the principal amount.  The discount is accreted as an increase to interest expense over the term of the Notes.  At December 31, 2012 and 2011, the effective interest rate on the Notes was 11.1% which includes the effect of the discount accretion and deferred financing costs amortization.  The stated interest rate on the Notes is 9.75% and is payable semi-annually in arrears on June 15 and December 15 of each year.  The Notes are fully and unconditionally guaranteed by Geokinetics and by each of Geokinetics’ current and future domestic subsidiaries (other than Holdings, which is the issuer of the Notes).  Pursuant to the terms of an inter-creditor agreement, the Notes are junior to the Whitebox Revolving Credit Facility as to receipt of collateral and/or collateral proceeds securing both the Whitebox Revolving Credit Facility and the Notes.  The Company may redeem up to 10% of the original principal amount of the Notes during each 12-month period at 103% of the principal amount plus accrued interest until the second anniversary following their issuance.  Thereafter, the Company may redeem all or part of the Notes at a prepayment premium which will decline over time.  In the event of a change of control, the Company will be required to make an offer to repurchase the Notes at 101% of the principal amount plus accrued interest.  The indenture governing the Notes contains customary covenants for non-investment grade indebtedness, including restrictions on the Company’s ability to incur indebtedness, to declare or pay dividends and repurchase its capital stock, to invest the proceeds of asset sales, and to engage in transactions with affiliates.

We elected not to make the approximately $14.6 million interest payment on the Notes that was due on December 15, 2012.

Events of Default on Indebtedness

The filing of the Chapter 11 petitions on March 10, 2013 described in Note 1 constituted an event of default and triggered the acceleration of a direct financial obligation as follows:

• Under the Amended and Restated Credit Agreement, dated as of August 11, 2011, among the Company, Holdings and Whitebox Advisors, LLC, as administrative agent and collateral agent, and the lenders party thereto, the commitment of the lenders to make loans automatically terminated and the unpaid principal amount of all outstanding loans and interest and other amounts thereunder became automatically due and payable as a result of the filing of the Chapter 11 petitions. As of March 10, 2013, the obligations under the Credit Facility included $50 million in aggregate principal amount outstanding plus accrued and unpaid interest and other payments.

• Under the Indenture, dated as of December 23, 2009, for the 9.75% Senior Secured Notes due 2014 among the Company, Holdings and U.S. Bank National Association, as trustee, all of the outstanding Notes became due and payable immediately as a result of the filing of the Chapter 11 petitions. As of March 10, 2013, there was $300 million in aggregate principal amount plus accrued and unpaid interest and other payments on the outstanding Notes.

Any efforts to enforce the payments or other obligations under these agreements or instruments are currently stayed as a result of the filing of the Chapter 11 petitions. The amount of obligations for the Credit Facility and Notes have been classified as current in the consolidated balance sheet as of December 31, 2012.

Capital Lease and Vendor Financing Obligations

From time to time, the Company enters into capital leases and vendor financing arrangements to purchase certain equipment.  The equipment acquired from these vendors is paid over a specified period of time based on the terms agreed upon.  During 2012 and 2011, the Company had purchases of property and equipment under capital lease obligations and vendor financings, net of down payments of $2.4 million and $6.5 million, respectively.

The amount due under all capital leases and vendor financing arrangements at December 31, 2012 and December 31, 2011 was approximately $4.5 million and $6.0 million, respectively.  The net book value of the property and equipment acquired under these capital leases and vendor financing agreements at December 31, 2012 and December 31, 2011 was approximately $6.9 million and $7.9 million, respectively.

Foreign Revolving Credit Lines

The Company maintains various foreign bank overdraft facilities used to fund short-term working capital needs.  At December 31, 2012, and December 31, 2011, the Company had approximately $0.8 million and $2.4 million, respectively, of available credit of which zero amounts were outstanding under these facilities.  The available credit and amount outstanding at December 31, 2012 excludes borrowings outstanding under the short-term project financing agreement discussed below.

Short-term Project Financing — Line of Credit Agreement

On November 22, 2011, one of the Company’s subsidiaries in Latin America entered into a short-term project financing line of credit agreement secured primarily by the cash flows generated by the underlying project contract.  The cash inflows and outflows associated with this agreement and the underlying project contract are managed through a trust specifically set up for this purpose and required by the agreement.  The trust’s financial statements have been fully consolidated with the Company’s Latin American subsidiary and reflected accordingly.  

The original agreement matured on December 17, 2012 and certain financial covenants applied as long as amounts remained outstanding under the agreement.  The Company’s subsidiary was not in compliance with these covenants at December 31, 2011 and subsequently secured a waiver through December 31, 2012. On December 21, 2012, the agreement was extended through November 29, 2013 and new covenants were established. As of December 31, 2012, the Company's subsidiary was in compliance with these covenants. The maximum credit available under this agreement is $7.6 million of which $2.6 million was outstanding at December 31, 2012.

Disbursements under the line of credit agreement are subject to a fee of 3.0% plus value added taxes, and borrowings outstanding under this agreement bear interest at 8.0% plus one-month LIBOR rate, which was 8.34% at December 31, 2012. 

Extinguished Obligations

RBC Revolving Credit Facility

On February 12, 2010, the Company entered into a $50.0 million revolving credit and letters of credit facility, with a group of lenders led by RBC.  The RBC Revolving Credit Facility had an initial maturity date of February 12, 2013.  In the period between June 2010 and December 2010, the Company entered into Amendments No. 1, No. 2 and No. 3 to the RBC Revolving Credit Facility whereby the maximum borrowings were limited to the lesser of $40.0 million or a borrowing base and certain financial covenants were waived and modified.  Borrowings outstanding under the RBC Revolving Credit Facility bore interest at a floating rate based on a specific formula.  At December 31, 2010 and through May 24, 2011 the rate was 8.75%.  The outstanding balance under the facility was $29.8 million and $23.0 million at May 24, 2011 and December 31, 2010, respectively.

On April 1, 2011, the Company entered into a waiver of specific events of default that would have occurred on March 31, 2011 for failure to comply with certain financial reporting covenant requirements.  Additionally, the Company entered into Amendment No. 4, which modified the monthly maximum total leverage ratio, monthly cumulative adjusted EBITDA (as defined in the RBC Revolving Credit Facility agreement) targets and the Company’s interest cost.  This amendment also modified the final maturity date of the revolving credit facility to April 15, 2012.  In connection with Amendment No. 4 the Company wrote off $1.1 million of deferred financing costs related to the modification of the final maturity date, which is included in interest expense in the Company’s consolidated statement of operations.

On May 24, 2011, RBC and the other lenders assigned their rights and obligations under the RBC Revolving Credit Facility to the Lenders under the Whitebox Revolving Credit Facility and received full payment of the amounts then outstanding under the facility plus unpaid accrued interest and fees for a total payment of $30.5 million.  The Company did not incur any pre-payment fees or penalties related to the retirement of the RBC Revolving Credit Facility.  The Company wrote off $1.1 million of deferred financing costs associated with the early extinguishment of the RBC Revolving Credit Facility, which is included in other income (expense) in the Company’s consolidated statement of operations.

Future Maturities

At December 31, 2012, future maturities (principal only) of long-term debt, capital lease obligations, notes payable and mandatorily redeemable preferred stock are as follows (in thousands):

For the Years Ending December 31,
2013	$	355,942
2014	1,596
2015	47,663
2016	37,837
2017 and thereafter	—
	$	443,038	(1	)

 _________________________________________

(1)Excludes unamortized discount of $2.2 million on long-term debt and $22.3 million on mandatorily redeemable preferred stock.  See note 7.

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Accrued Liabilities

12 Months Ended

Dec. 31, 2012

Payables and Accruals [Abstract]

Accrued Liabilities

Accrued Liabilities

Accrued liabilities include the following (in thousands):

	December 31,
	2012		2011
Accrued operating expenses	$	23,064	$	29,218
Accrued payroll, bonuses and employee benefits	39,386		42,035
Taxes payable, other than income	7,007		6,216
Accrued interest payable	17,428		1,381
Preferred dividends	484		411
Customer deposits	—		345
Other	227		230
	$	87,596	$	79,836

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Major Customers

12 Months Ended

Dec. 31, 2012

Major Customers

Major Customers

Major Customers

The Company’s largest customers in 2012, 2011 and 2010, were located in Latin America and accounted for 29%, 15% and 10%, respectively of total revenue. The revenues from these customers are primarily reported in the international seismic data acquisition operating segment.  For the years ended December 31, 2012, 2011, and 2010, revenue from the top three customers was approximately $267.9 million, $223.1 million, and $138.0 million, respectively, representing approximately 45%, 29%, and 25% of total revenue, respectively.

In addition, at December 31, 2012, one customer, who accounted for 29% of the Company's revenues, accounted for 16% of total accounts receivable in aggregate, one customer, who accounted for 11% of the Company's revenues, accounted for 2% of total accounts receivable in aggregate, and one customer, who accounted for 5% of the Company's revenues, accounted for 15% of total accounts receivable in aggregate. At December 31, 2011, one customer, who accounted for 4% of the Company’s revenues, accounted for 13% of total accounts receivable in aggregate, and one customer, who accounted for 15% of the Company’s revenues, accounted for 9% of total accounts receivable in aggregate.  At December 31, 2010, one customer, who accounted for 10% of the Company’s revenues, accounted for 7% of total accounts receivable in aggregate.

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Segment Information

12 Months Ended

Dec. 31, 2012

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company’s reportable segments are strategic business units that offer different services to customers.  The Company has two reportable segments: seismic data acquisition and seismic data processing and integrated reservoir geosciences.  The Company further breaks down its seismic data acquisition reportable segment into three reporting units: North America proprietary seismic data acquisition, international proprietary seismic data acquisition and multi-client seismic data acquisition.  The North America and international proprietary seismic data acquisition reporting units acquire data for customers by conducting specific seismic shooting operations for customers in North America (excluding Mexico) and worldwide.  The multi-client seismic data acquisition business unit licenses fully or partially owned seismic data, covering areas in the United States, Canada and Brazil.  The processing and integrated reservoir geosciences segment operates processing centers in Houston, Texas and London, United Kingdom to process seismic data for oil and gas exploration companies worldwide.

The accounting policies of the Company’s segments are the same as those described in note 2: “Basis of Presentation and Significant Accounting Policies.”  The Company evaluates the performance of each segment based on Adjusted EBITDA, defined below.

The following table sets forth financial information with respect to these reportable segments (in thousands) (1):

	Year Ended December 31,
	2012			2011			2010
Revenue:
Data Acquisition
North America proprietary	$	120,507		$	172,649		$	128,833
International proprietary	383,228			462,919			349,201
Multi-Client	82,954			119,516			71,082
Subtotal Data Acquisition	586,689			755,084			549,116
Data Processing and Integrated Reservoir Geosciences	14,780			14,192			11,787
Eliminations	(5,645		)	(5,547		)	(2,769		)
Total	$	595,824		$	763,729		$	558,134

Direct Operating Expenses:
Data Acquisition
North America proprietary	$	96,481		$	140,979		$	118,912
International proprietary	314,437			455,422			326,424
Multi-Client	6,725			470			1,670
Subtotal Data Acquisition	417,643			596,871			447,006
Data Processing and Integrated Reservoir Geosciences	12,367			11,951			11,662
Eliminations	(5,645		)	(5,547		)	(2,769		)
Total	$	424,365		$	603,275		$	455,899
Depreciation and Amortization:
Data Acquisition
North America proprietary	$	12,365		$	13,609		$	21,089
International proprietary	51,668			55,645			46,061
Multi-Client	53,313			85,021			37,999
Subtotal Data Acquisition	117,346			154,275			105,149
Data Processing and Integrated Reservoir Geosciences	1,802			1,466			1,492
Corporate	4,776			2,647			6,256
Total	$	123,924		$	158,388		$	112,897
Adjusted EBITDA (2):
Data Acquisition
North America proprietary	$	19,919		$	24,310		$	4,143
International proprietary	45,816			(20,781		)	(4,093		)
Multi-Client	74,590			117,049			68,272
Subtotal Data Acquisition	140,325			120,578			68,322
Data Processing and Integrated Reservoir Geosciences	2,382			2,100			28
Corporate	(36,715		)	(37,832		)	(47,509		)
Total	$	105,992		$	84,846		$	20,841
Reconciliation of Adjusted EBITDA to Net Loss
Adjusted EBITDA	105,992			84,846			20,841
Provision for income taxes	(14,918		)	(2,040		)	(4,810		)
Interest expense, net of interest income	(51,864		)	(47,540		)	(37,827		)
Other (income) expense (as defined below)	7,802			35,825			(3,991		)
Asset impairments	(6,049		)	(134,756		)	—
Depreciation and amortization	(123,924		)	(158,388		)	(112,897		)
Net loss	$	(82,961	)	$	(222,053	)	$	(138,684	)
Identifiable Assets (at end of year):
Data Acquisition
North America proprietary	$	64,867		$	95,350
International proprietary	245,379			304,656
Multi-Client (3)	51,070			71,494
Subtotal Data Acquisition	361,316			471,500
Data Processing and Integrated Reservoir Geosciences	7,596			8,113
Corporate	23,984			34,559
Total(4)	$	392,896		$	514,172

(1) During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment.  Accordingly, prior periods have been restated.

(2) The Company defines Adjusted EBITDA as net income (loss) (the most directly generally accepted accounting principle or “GAAP” financial measure) before Interest, Taxes, Other Income (Expense) (including foreign exchange gains/losses, loss on early redemption of debt, gains/losses from changes in fair value of derivative liabilities and other income/expense), Asset Impairments and Depreciation and Amortization.  The Chief Operating Decision Maker (“CODM”) primarily evaluates operating segment profitability through the use of this measure.  However, as the majority of operating costs directly associated with acquiring and processing multi-client data are capitalized and amortized based on a specific formula, the CODM also considers the impact of amortization expense when specifically evaluating multi-client’s segment profitability.

(3) The North America proprietary segment shares certain productive assets used in its operations with the multi-client segment.  Those productive assets are presented as part of the North America segment.  Multi-client assets presented in the table above only include those assets specifically identified with the multi-client seismic data acquisition business such as cash, accounts receivable and the multi-client seismic data library.

(4) During 2012, capital expenditures, including capitalized leases and capitalized depreciation to multi-client, totaled $6.5 million, $5.4 million, $49.3 million and $1.8 million for North America proprietary, international proprietary, multi-client and data processing and integrated reservoir geosciences, respectively.

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Related Party Transactions (Details) (USD $) In Millions, unless otherwise specified		12 Months Ended		12 Months Ended							1 Months Ended	7 Months Ended	1 Months Ended
	Dec. 31, 2012 Mr. Gary L. Pittman ECF Value Fund, L.P. Whitebox Revolving Credit Facility	Dec. 31, 2012 Mr. Gary L. Pittman ECF Value Fund International, Ltd. lender	Dec. 31, 2012 Mr. Gary L. Pittman ECF Value Fund International, Ltd. Whitebox Revolving Credit Facility	Dec. 31, 2012 Employee spouse Total Connection	Dec. 31, 2011 Employee spouse Total Connection	Dec. 31, 2012 Employee spouse Complete Geo Land Services, LLC	Dec. 31, 2011 Employee spouse Complete Geo Land Services, LLC	Dec. 31, 2012 Employee's spouse and Employee Director Carmot Seismic AS	Dec. 31, 2011 Employee's spouse and Employee Director Carmot Seismic AS	Dec. 31, 2010 Employee's spouse and Employee Director Carmot Seismic AS	Feb. 28, 2010 PGS Onshore people	Jul. 30, 2010 PGS Onshore	Feb. 28, 2010 Common Stock PGS Onshore
Related party transactions
Related Party Transaction, Shares Sold to Affiliated Entity													2.2
Related Party Transaction, Ownership Percentage by Affiliated Entity													12.00%
Number of persons appointed to Board of Directors											2
Transition service fee												$ 3.4
Ownership interest in total assets of lenders (as a percent)	0.20%		0.20%
Number of lenders participating in the amended and restated credit agreement		2
Freight broker service fees				0.2	0.3
Permitting service fees						3.0	1.2
Revenue recorded for seismic data processing services provided								$ 0.3	$ 0.4	$ 0.1

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Fair Value

12 Months Ended

Dec. 31, 2012

Fair Value Disclosures [Abstract]

Fair Value

Fair Value

Fair Value Measurements

The Company categorizes the fair value measurements of its financial assets and liabilities into a three level fair value hierarchy based on the inputs used in determining fair value. 

The assumptions used in the valuation models to determine the fair value of the Company’s derivative liabilities are as follows:

	At December 31,
	2012			2011
2008 Warrants exercise price (1)	$	9.05		$	9.05
2010 Warrants exercise price (1)	$	3.84		$	3.84
Series B-1 Preferred Stock conversion price (1)	$	15.95		$	15.95
Stock price	$	0.05		$	2.15
Volatility	146.33		%	78.43		%
Risk-free discount rate (2)  — 2008 Warrants	0.12		%	0.19		%
Risk-free discount rate (2)  — 2010 Warrants	0.53		%	0.83		%
Risk-free discount rate (2) — Series B-1 Preferred Stock embedded conversion feature	0.36		%	0.59		%

 _______________________________________________________

(1) Anti-dilution provisions for these financial instruments were triggered as a result of the issuance of the Advisory Shares on August 29, 2011, associated with the Whitebox Revolving Credit Facility.  See notes 6, 7 and 8.

(2) Based on the remaining life of the instruments.

The Company’s derivative liabilities measured at fair value on a recurring basis were as follows (in thousands):

	December 31, 2012
	Total		(Level 1)		(Level 2)		(Level 3)
Conversion feature embedded in the Series B-1 Preferred Stock	$	16	$	—	$	—	$	16
2008 Warrants	—		—		—		—
2010 Warrants	63		—		—		63
Total derivative liabilities	$	79	$	—	$	—	$	79

	December 31, 2011
	Total		(Level 1)		(Level 2)		(Level 3)
Conversion feature embedded in the Series B-1 Preferred Stock	$	1,835	$	—	$	—	$	1,835
2008 Warrants	29		—		—		29
2010 Warrants	3,914		—		—		3,914
Total derivative liabilities	$	5,778	$	—	$	—	$	5,778

A reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows (in thousands):

	Year ended December 31,
	2012			2011
Balance at the beginning of the period	$	5,778		$	38,271
Total unrealized (gains) losses
Included in earnings	(5,730		)	(33,300		)
Included in other comprehensive income	—			—
Issuances	31			807
Transfers in and/or out of Level 3	—			—
Balance at the end of the period	$	79		$	5,778

The Company is not a party to any hedging arrangements, commodity swap agreements or any other derivative financial instruments.

See note 4(d) for discussion of the Company’s fair value measurements for non-financial assets.

Estimated Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate their fair value due to the short term nature of those instruments, and therefore, have been excluded from the table below.  The fair value of debt was determined using quoted market prices, when available.  The fair value of the mandatorily redeemable preferred stock is calculated by using the discounted cash flow method of the income approach.

The following table sets forth the fair value of the Company’s remaining financial assets and liabilities (in thousands):

		December 31, 2012				December 31, 2011
	Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial liabilities:
Long-term debt - Notes	Level 2	$	297,759	$	130,500	$	296,616	$	185,250
Long-term debt - Whitebox Revolving Credit Facility	Level 3	$	50,000	$	20,120	$	50,000	$	33,277
Other	Level 2	$	3,109	$	3,109	$	8,110	$	8,110
Mandatorily redeemable preferred stock:
Series C-1	Level 3	$	46,915	$	11,631	$	41,477	$	25,767
Series D	Level 3	$	16,265	$	5,083	$	11,733	$	14,229

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Debt and Capital Lease Obligations (Details 4) (USD $)	12 Months Ended										0 Months Ended	12 Months Ended				1 Months Ended		12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010		Sep. 30, 2012 Whitebox Revolving Credit Facility	Aug. 12, 2011 Whitebox Revolving Credit Facility	May 24, 2011 Whitebox Revolving Credit Facility	Dec. 31, 2010 Whitebox Revolving Credit Facility	May 24, 2011 RBC Revolving Credit Facility	Dec. 31, 2011 RBC Revolving Credit Facility		Dec. 31, 2010 RBC Revolving Credit Facility	Feb. 12, 2010 RBC Revolving Credit Facility	Feb. 28, 2010 Other income	May 31, 2011 Other income RBC Revolving Credit Facility	Dec. 31, 2011 Other income RBC Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity under the facility							$ 50,000,000							$ 40,000,000	$ 50,000,000
Effective interest rate								8.75%	8.75%	8.75%	8.75%
Amount outstanding under the facility									48,300,000		29,800,000			23,000,000
Write-offs associated with early extinguishment of debt	0	[1]	1,121,000	[1]	811,000	[1]						1,100,000	[1]			800,000	1,100,000	1,100,000	[1]
Repayment amount											$ 30,500,000

[1] In May 2011, the Company wrote off $1.1 million of deferred financing costs in connection with the early extinguishment of the RBC Revolving Credit Facility which is included in other income (expense) in the Company’s consolidated statement of operations. In February 2010, in connection with the closing of the acquisition of PGS Onshore, the Company wrote off $0.8 million of deferred financing costs related to the early extinguishment of certain debt which is included in other income (expense) in the Company’s consolidated statement of operations.

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Mandatorily Redeemable Preferred Stock

12 Months Ended

Dec. 31, 2012

Mandatorily Redeemable Preferred Stock [Abstract]

Mandatorily Redeemable Preferred Stock

Mandatorily Redeemable Preferred Stock

The Company classifies its mandatorily redeemable preferred stock, which is not convertible or exchangeable for the Company’s common stock, as a long-term liability. Dividends paid or accrued are reflected as interest expense in the Company’s consolidated statement of operations.

Mandatorily redeemable preferred stock consisted of (in thousands, expect share amounts):

	December 31, 2012				December 31, 2011
	Shares				Shares
Series C-1 Mandatorily Redeemable Preferred:
Issued	133,982	$	33,495		133,982	$	33,495
Discount, net of accretion	—	(696		)	—	(927		)
Accrued interest	—	14,116			—	8,909
Series C-1 Mandatorily Redeemable Preferred, net	133,982	46,915			133,982	41,477
Series D Mandatorily Redeemable Preferred:
Issued	120,000	30,000			120,000	30,000
Discount, net of accretion	—	(21,572		)	—	(22,049		)
Accrued interest	—	7,837			—	3,782
Series D Mandatorily Redeemable Preferred, net	120,000	$	16,265		120,000	$	11,733
Total		$	63,180			$	53,210

Series C-1 Mandatorily Redeemable Preferred Stock and 2008 Warrants

On July 28, 2008, the Company issued 120,000 shares of its Series B-2 Preferred Stock to Avista and an affiliate of Avista. In December 2009, the Company agreed to exchange its previously issued Series B-2 Preferred Stock for 133,982 shares of new Series C Preferred Stock plus 750,000 shares of Geokinetics common stock, which were issued to Avista and its affiliate. On May 9, 2012, the Company entered into a Series C Preferred Stock Subscription and Exchange Agreement pursuant to which all the shares of Series C Preferred Stock were exchanged for an equal number of shares of the new Series C-1 Senior Preferred Stock of the Company. The exchange was consummated to resolve certain technical legal questions relating to the prior issuance of and/or amendment to certain shares of the Series C Preferred Stock and to ensure that full legal effect is given to prior agreements between the Company and the holders of the Series C Preferred Stock. The terms of the new Series C-1 Preferred Stock are consistent with the terms of the Series C Preferred Stock such that the Series C-1 Preferred Stock is intended to have the same economic effect as the Series C Preferred Stock for which they were exchanged.

The Company is required to redeem the Series C-1 Preferred Stock on December 16, 2015.  The Series C-1 Preferred Stock accrues dividends at a rate of 11.75%.  Dividends accrue until December 16, 2015.  The Series C-1 Preferred Stock is not convertible or exchangeable for Geokinetics’ common stock.  The liquidation value of the Series C-1 Preferred Stock was $47.6 million at December 31, 2012.  The Series C-1 Preferred Stock has liquidation preference over the Series D preferred stock (see below).

For the years ended December 31, 2012, 2011 and 2010, the Company recognized interest expense of $5.4 million$4.8 million and $4.1 million, respectively, related to the Series C-1 Preferred Stock, which includes accretion of discount of $0.2 million, $0.2 million and $0.2 million, respectively.

2008 Warrants

On July 28, 2008, the Company issued warrants to purchase 240,000 shares of Geokinetics common stock to Avista and an affiliate of Avista in conjunction with the issuance of the Series B-2 Preferred Stock. The 2008 Warrants have a current exercise price of $9.05 per share. The 2008 Warrants expire on July 28, 2013 and contain anti-dilution provisions substantially identical to the Series B-1 Preferred Stock such that if the Company issues certain equity securities for a price that is lower than the warrant exercise price, the exercise price of the warrants will be adjusted downward pursuant to a specific formula.

On May 9, 2012, the Company amended the terms of the 2008 Warrants to, among other things, provide that (i) if the exercise price of the 2008 Warrants is adjusted as a result of the issuance, if any, of the warrants pursuant to the Avista Commitment Letter, then the adjusted exercise price will not be lower than the closing price of the Company's common stock on the last trading day before such warrants are issued and (ii) the issuance of the new Series B-1 Preferred Stock pursuant to the exchange of Series B Preferred Stock will not result in adjustment to the exercise price of the 2008 Warrants.

As a result of the anti-dilution provisions, the 2008 Warrants are accounted for at fair value and recorded as derivative liabilities in the Company's consolidated balance sheets at December 31, 2012 and 2011.

Series D Mandatorily Redeemable Junior Preferred Stock and 2010 Warrants

In December 2010, the Company completed a $30.0 million private placement of 120,000 shares of a new series of junior preferred stock (“Series D Preferred Stock”) and warrants to purchase 3,495,000 shares of Geokinetics common stock.  The Series D Preferred Stock was issued to related parties including Avista and its affiliates, PGS, Levant and certain directors of the Company.  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 10.5% per annum and compounded quarterly if paid in cash and 11.5% 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 the liquidation preference.  The preferred stock was issued at a value of $8.3 million.  The original discount of $21.7 million will be accreted through December 15, 2016 as additional interest expense using the effective interest rate method.  The liquidation value of the Series D Preferred Stock was $37.8 million at December 31, 2012.  The Series D Preferred Stock is not convertible or exchangeable for Geokinetics’ common stock.

For the years ended December 31, 2012 and 2011, the Company recognized total interest expense of $4.5 million and $3.1 million, respectively, related to the Series D Preferred Stock, which includes accretion of discount of $0.5 million and $(0.5) million, respectively.

2010 Warrants

On December 14, 2010, the Company issued warrants to purchase 3,495,000 shares of Geokinetics common stock in conjunction with the issuance of the Series D Preferred Stock. The 2010 Warrants have a current exercise price of $3.84 per share. The 2010 Warrants expire on December 15, 2016 and contain price protection provisions such that if the Company issues certain equity securities on or prior to December 14, 2012, for a price that is lower than the warrant conversion price, the exercise price of the warrants will be adjusted to the price of the newly issued equity securities. After December 14, 2012, the exercise price adjusts in accordance with a similar formula as the Series B-1 Preferred Stock. See note 8.

On May 9, 2012, the Company amended the terms of the 2010 Warrants to, among other things, provide that the issuance of the new Series B-1 Preferred Stock pursuant to the exchange of the Series B Preferred Stock will not result in an adjustment to the exercise price of the 2010 Warrants.

As a result of the anti-dilution provisions, the 2010 Warrants are accounted for at fair value and recorded as derivative liabilities in the consolidated balance sheets at December 31, 2012 and 2011.

Holders of Series D Preferred Stock will receive no distribution and their Series D Preferred Stock will be cancelled without consideration under the Plan.

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Preferred Stock

12 Months Ended

Dec. 31, 2012

Equity [Abstract]

Preferred Stock

Preferred Stock

On December 15, 2006, in connection with the repayment of a subordinated loan, the Company issued 228,683 shares of its Series B-1 Preferred Stock, $10.00 par value, pursuant to the terms of the Securities Purchase Agreement dated September 8, 2006, with Avista, an affiliate of Avista and another institutional investor. Effective December 18, 2009, the holders of the Series B-1 Preferred Stock and the Company agreed to revised terms including (i) an extension of the redemption date to December 15, 2015; (ii) a reduction of the conversion rate to $17.436; (iii) an option to pay dividends in kind until December 15, 2015; and (iv) an increase in the dividend rate to 9.75%. In addition, the series of preferred stock was re-designated as Series B Preferred Stock. In connection with the issuance of the 2010 Warrants on December 14, 2010, the conversion price of the Series B Preferred Stock was reset to $16.40. In connection with the issuance of the Advisory Shares on August 29, 2011, associated with the Whitebox Revolving Credit Facility, the conversion price of the Series B Preferred Stock was reset to $15.95.

On May 9, 2012, the Company entered into the Series B Exchange Agreement pursuant to which all the shares of Series B Preferred Stock were exchanged for shares of the new Series B-1 Senior Convertible Preferred Stock of the Company. The Series B Exchange Agreement was consummated to resolve certain technical legal questions relating to the prior issuance of and/or amendment to certain shares of the Series B Preferred Stock and to ensure that full legal effect is given to prior agreements between the Company and the holders of the Series B Preferred Stock. In connection with the exchange, the Company issued to the holders of the Series B Preferred Stock an equal number of shares of new Series B-1 Preferred Stock in exchange for the outstanding Series B Preferred Stock (including additional shares which were previously issued or owing as of March 31, 2012 as payments of dividends in kind).

The terms of the new Series B-1 Preferred Stock are consistent with the terms of the Series B Preferred Stock which was exchanged such that the new Series B-1 Preferred Stock is intended to have the same economic effect as the Series B Preferred Stock, except with respect to changes to modify the anti-dilution provisions in the new Series B-1 Preferred with respect to the treatment of warrants, if any, to be issued in connection with the Avista Commitment Letter.

Each holder of Series B-1 Preferred Stock is entitled to receive cumulative dividends at the rate of 9.75% per annum on the liquidation preference of $250.00 per share, compounded quarterly. At the Company’s option through December 15, 2015, dividends may be paid in additional shares of Series B-1 Preferred Stock. After such date, dividends are required to be paid in cash if declared. Dividends on the Series B-1 Preferred Stock have been accrued or paid in kind exclusively to date. At December 31, 2012 and December 31, 2011, the Series B-1 Preferred Stock is presented as mezzanine equity.

At each issuance of the Series B-1 Preferred Stock, the fair value of the Series B-1 Preferred Stock conversion feature is bifurcated and recorded as a derivative liability.  The difference between the fair value of the conversion feature and the liquidation preference amount is recorded as additional discount of the Series B-1 Preferred Stock.  The accretion of the additional discount to the preferred stock resulting from bifurcating the Series B-1 Preferred Stock conversion feature for the years ended December 31, 2012 and 2011 was $1.1 million and $1.0 million, respectively.

The following table sets forth the changes in the carrying value of the Company’s Series B-1 Preferred Stock.

	Shares	$  (thousands)
Balance at December 31, 2009	290,197	$	66,976
Accrued dividends	28,977	7,286
Fair value of bifurcated conversion feature	—	(871		)
Accretion of issuance costs and additional discount	—	1,596
Exchange for Series C Preferred Shares	—	—
Balance at December 31, 2010	319,174	74,987
Accrued dividends	32,270	8,068
Fair value of bifurcated conversion feature	—	(807		)
Accretion of issuance costs and additional discount	—	1,065
Balance at December 31, 2011	351,444	83,313
Accrued dividends	35,531	8,883
Fair value of bifurcated conversion feature	—	(31		)
Accretion of issuance costs and additional discount	—	1,147
Balance at December 31, 2012	386,975	$	93,312

___________________________________________________

Common Stock Warrants

As part of the issuance of Series B-2 Preferred Stock on July 28, 2008, the Company issued the 2008 Warrants to purchase 240,000 shares of common stock which expire on July 28, 2013.  The current exercise price of the 2008 Warrants is $9.05 per share.  At December 31, 2012 and 2011, the 2008 Warrants are recorded as derivative liabilities on the Company’s consolidated balance sheets.

In connection with the issuance of Series D Preferred Stock in December 2010, the Company issued the 2010 Warrants to purchase 3,495,000 shares of common stock which expire on December 15, 2016.  The current exercise price of the 2010 Warrants is $3.84 per share.  At December 31, 2012 and 2011, the 2010 Warrants are recorded as derivative liabilities on the Company’s consolidated balance sheets.

At December 31, 2012 and 2011, there were outstanding warrants to purchase 3,735,000 shares of common stock.

Preferred Equity Interests

On the effective date of the Plan, the holders of the Series B-1 and Series C-1 preferred stock will receive their pro rata share of a $6 million cash distribution and all of the outstanding preferred stock will be cancelled without consideration.

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Common Stock

12 Months Ended

Dec. 31, 2012

Stockholders' Equity Note [Abstract]

Common Stock

Common Stock

The holders of common stock have full voting rights on all matters requiring stockholder action, with each share of common stock entitled to one vote. Holders of common stock are not entitled to cumulate votes in elections of directors.  No stockholder has any preemptive right to subscribe to an additional issue of any stock or to any security convertible into such stock.

In addition, as long as any shares of the Series B-1, Series C-1 or Series D Preferred Stock discussed above are outstanding, the Company may not pay or declare any dividends on common stock (other than dividends payable in common stock) unless the Company has paid, or at the same time pays or provides for the payment of, all accrued and unpaid dividends on the Series B, Series C and Series D Preferred Stock.  In addition, the terms of the Company’s preferred stock and the Company’s debt agreements further restrict the Company’s ability to pay dividends on common stock.  No dividends on common stock have been declared for any periods presented.

On December 18, 2009, the Company issued 4,000,000 shares of its common stock at a public offering price of $9.25 per share. In addition, the Company issued 750,000 shares to Avista in connection with the exchange of the Series B-2 preferred stock for the new series C preferred stock.

On January 14, 2010, in conjunction with the December 18, 2009 common stock issuance, the underwriters of the stock exercised their option to purchase 207,200 shares of common stock for approximately $1.8 million.

On February 12, 2010, the Company issued 2,153,616 shares of its common stock to PGS in connection with the acquisition of PGS Onshore.

On August 29, 2011, the Company issued 1,041,668 shares of its common stock to the Lenders as payment of the advisory fee associated with the Whitebox Revolving Credit Facility.

Common Equity Interests

On the effective date of the Plan, holders of common stock will receive no distribution and their equity interests will be cancelled without consideration.

The new Common Stock will be issued pursuant to one or more exemptions from registration under federal and state securities laws and will: (i) not be registered and (ii) be transferable by the recipients thereof only under an effective registration statement or pursuant to an exemption from registration, including, without limitation, section 1145 of the U.S. Code. The Plan shall provide that the new Common Stock is being issued pursuant to section 1145 of the U.S. Code. The reorganized Company will initially be a private company. The organizational structure of the reorganized Company shall be structured in the most tax efficient manner as determined by the majority Noteholders (and the terms of the Plan shall be revised to the extent necessary to be consistent with any such structure).

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Preferred Stock (Details 2) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 2008 Warrants	Aug. 29, 2011 2008 Warrants	Jul. 28, 2008 2008 Warrants	Dec. 31, 2012 2010 Warrants	Aug. 29, 2011 2010 Warrants	Dec. 14, 2010 2010 Warrants
Preferred Stock
Common stock that can be purchased on exercise of warrants issued in consideration for obligations under debt instrument (in shares)				240,000	240,000		3,495,000	3,495,000
Exercise price of warrants (in dollars per share)			9.05	9.05		3.84
Warrants outstanding	3,735,000	3,735,000
Cash distribution in exchange for Preferred Equity Interests	$ 6

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Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified			0 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Mar. 13, 2013 Minimum Subsequent Event Senior Secured Notes	Jan. 15, 2013 Minimum Subsequent Event Senior Secured Notes
Litigation and contingencies
Holders of aggregate principal amount			70.00%	70.00%
Provision for estimated costs related to claims	$ 12.5	$ 12.7

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Fair Value (Details 2) (Recurring basis, USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Total
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	$ 79	$ 5,778
(Level 1)
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	0	0
(Level 2)
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	0	0
(Level 3)
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	79	5,778
Conversion feature embedded | Total
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	16	1,835
Conversion feature embedded | (Level 1)
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	0	0
Conversion feature embedded | (Level 2)
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	0	0
Conversion feature embedded | (Level 3)
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	16	1,835
2008 Warrants | Total
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	0	29
2008 Warrants | (Level 1)
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	0	0
2008 Warrants | (Level 2)
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	0	0
2008 Warrants | (Level 3)
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	0	29
2010 Warrants | Total
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	63	3,914
2010 Warrants | (Level 1)
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	0	0
2010 Warrants | (Level 2)
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	0	0
2010 Warrants | (Level 3)
Derivative liabilities measured at fair value on a recurring basis
Derivative liabilities	$ 63	$ 3,914

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Preferred Stock (Details) (USD $)	0 Months Ended	12 Months Ended			0 Months Ended		12 Months Ended
	Dec. 18, 2009	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 18, 2009 Series B-1 Preferred Stock	Dec. 15, 2006 Series B-1 Preferred Stock	Dec. 31, 2012 Series B Preferred Stock	Dec. 31, 2011 Series B Preferred Stock	Dec. 31, 2010 Series B Preferred Stock	Aug. 29, 2011 Series B Preferred Stock	Dec. 14, 2010 Series B Preferred Stock
Preferred Stock
Preferred stock, shares issued	4,000,000					228,683
Preferred stock, par value (in dollars per share)						$ 10.00	$ 10.00	$ 10.00
Conversion price (in dollars per share)					$ 17.436					$ 15.95	$ 16.40
Dividend rate					9.75%		9.75%
Preferred stock, liquidation preference (in dollars per share)							$ 250.00
Accretion of the additional discount to the preferred stock resulting from bifurcating the conversion feature							$ 1,100,000	$ 1,000,000
Changes in the carrying value of the Series B Preferred Stock
Balance at the beginning of the period (in shares)							351,444	319,174	290,197
Balance at the beginning of the period		83,313,000	74,987,000	66,976,000
Accrued dividends (in shares)							35,531	32,270	28,977
Accrued dividends		8,883,000	8,068,000	7,286,000
Fair value of bifurcated conversion feature		(31,000)	(807,000)	(871,000)
Accretion of issuance costs and additional discount		1,147,000	1,065,000	1,596,000
Exchange for Series C Preferred Shares (in shares)									0
Exchanged for Series C Preferred Shares				0
Balance at the end of the period (in shares)							386,975	351,444	319,174
Balance at the end of the period		$ 93,312,000	$ 83,313,000	$ 74,987,000

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Condensed Consolidating Financial Information (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
STATEMENT OF CASH FLOWS
Net cash provided by (used in) operating activities	$ 30,764	$ 59,474	$ 31,536
Net cash provided by (used in) investing activities	(38,750)	(82,003)	20,703
Net cash provided by (used in) financing activities	(3,219)	24,325	(19,564)
Net increase (decrease) in cash and cash equivalents	(11,205)	1,796	32,675
Guarantor Parent Company
STATEMENT OF CASH FLOWS
Net cash provided by (used in) operating activities	(1,219)	(4,740)	(12,630)
Net cash provided by (used in) investing activities	0	0	(184,818)
Net cash provided by (used in) financing activities	0	0	(19,497)
Net increase (decrease) in cash and cash equivalents	(1,219)	(4,740)	(216,945)
Issuer Subsidiary
STATEMENT OF CASH FLOWS
Net cash provided by (used in) operating activities	784	(24,558)	(15,513)
Net cash provided by (used in) investing activities	0	0	122,971
Net cash provided by (used in) financing activities	(784)	24,558	0
Net increase (decrease) in cash and cash equivalents	0	0	107,458
Guarantor Subsidiaries
STATEMENT OF CASH FLOWS
Net cash provided by (used in) operating activities	34,858	62,558	53,564
Net cash provided by (used in) investing activities	(38,162)	(67,196)	(78,166)
Net cash provided by (used in) financing activities	(122)	0	0
Net increase (decrease) in cash and cash equivalents	(3,426)	(4,638)	(24,602)
Non-Guarantor Subsidiaries
STATEMENT OF CASH FLOWS
Net cash provided by (used in) operating activities	(3,659)	26,214	6,115
Net cash provided by (used in) investing activities	(588)	(14,807)	(20,116)
Net cash provided by (used in) financing activities	(2,313)	(233)	(67)
Net increase (decrease) in cash and cash equivalents	(6,560)	11,174	(14,068)
Eliminations
STATEMENT OF CASH FLOWS
Net cash provided by (used in) operating activities	0	0	0
Net cash provided by (used in) investing activities	0	0	180,832
Net cash provided by (used in) financing activities	0	0	0
Net increase (decrease) in cash and cash equivalents	$ 0	$ 0	$ 180,832

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Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2012

Equity [Abstract]

Schedule of changes in the carrying value of Series B Preferred Stock

The following table sets forth the changes in the carrying value of the Company’s Series B-1 Preferred Stock.

	Shares	$  (thousands)
Balance at December 31, 2009	290,197	$	66,976
Accrued dividends	28,977	7,286
Fair value of bifurcated conversion feature	—	(871		)
Accretion of issuance costs and additional discount	—	1,596
Exchange for Series C Preferred Shares	—	—
Balance at December 31, 2010	319,174	74,987
Accrued dividends	32,270	8,068
Fair value of bifurcated conversion feature	—	(807		)
Accretion of issuance costs and additional discount	—	1,065
Balance at December 31, 2011	351,444	83,313
Accrued dividends	35,531	8,883
Fair value of bifurcated conversion feature	—	(31		)
Accretion of issuance costs and additional discount	—	1,147
Balance at December 31, 2012	386,975	$	93,312

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Assets (Details 3) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Property and Equipment, Net
Property and equipment before accumulated depreciation and assets under construction		$ 419,902,000	$ 445,640,000
Less: accumulated depreciation and amortization		(272,109,000)	(235,281,000)
Property and equipment, net, excluding asset under construction		147,793,000	210,359,000
Property and equipment, net		150,037,000	212,636,000
Depreciation expense		70,500,000	69,900,000	68,900,000
Interest costs capitalized		0	0	1,100,000
Net loss on equipment			200,000
Insurance proceeds	2,100,000		1,500,000
Field operating equipment
Property and Equipment, Net
Property and equipment before accumulated depreciation and assets under construction		302,006,000	318,530,000
Field operating equipment | Minimum
Property and Equipment, Net
Estimated Useful Life		3 years
Field operating equipment | Maximum
Property and Equipment, Net
Estimated Useful Life		10 years
Vehicles
Property and Equipment, Net
Property and equipment before accumulated depreciation and assets under construction		70,398,000	76,849,000
Vehicles | Minimum
Property and Equipment, Net
Estimated Useful Life		3 years
Vehicles | Maximum
Property and Equipment, Net
Estimated Useful Life		10 years
Buildings and improvements
Property and Equipment, Net
Property and equipment before accumulated depreciation and assets under construction		8,266,000	10,948,000
Buildings and improvements | Minimum
Property and Equipment, Net
Estimated Useful Life		6 years
Buildings and improvements | Maximum
Property and Equipment, Net
Estimated Useful Life		39 years
Software
Property and Equipment, Net
Property and equipment before accumulated depreciation and assets under construction		26,254,000	25,554,000
Software | Minimum
Property and Equipment, Net
Estimated Useful Life		3 years
Software | Maximum
Property and Equipment, Net
Estimated Useful Life		5 years
Data processing equipment
Property and Equipment, Net
Property and equipment before accumulated depreciation and assets under construction		9,120,000	9,765,000
Data processing equipment | Minimum
Property and Equipment, Net
Estimated Useful Life		3 years
Data processing equipment | Maximum
Property and Equipment, Net
Estimated Useful Life		5 years
Furniture and equipment
Property and Equipment, Net
Property and equipment before accumulated depreciation and assets under construction		3,858,000	3,994,000
Furniture and equipment | Minimum
Property and Equipment, Net
Estimated Useful Life		3 years
Furniture and equipment | Maximum
Property and Equipment, Net
Estimated Useful Life		5 years
Assets under construction
Property and Equipment, Net
Property and equipment, net		2,244,000	2,277,000
Libya
Property and Equipment, Net
Property and equipment, net		$ 0

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Related Party Transactions

12 Months Ended

Dec. 31, 2012

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Acquisition of PGS Onshore

In connection with the acquisition of PGS Onshore in February 2010, PGS acquired 2.2 million shares of Geokinetics’ common stock, or 12% of the then outstanding shares of common stock, and appointed two persons to the Company’s board of directors, one of whom was an employee of PGS and the other was independent of the Company as defined by the NYSE Amex rules.  Prior to the acquisition, PGS was not affiliated with the Company.  Following the acquisition, the Company entered into transactions that were contemplated by the purchase agreement for the acquisition of PGS Onshore, which are summarized below:

Transition Services Agreement.  In the transition services agreement, PGS agreed to provide the Company with office facilities, accounting, information, payroll and human resources services following the closing of the acquisition.  During 2010, the Company incurred fees of $3.4 million related to this agreement.  The services were provided by PGS through July 30, 2010.

Other

On August 12, 2011 the Company entered into an amended and restated credit agreement with the lenders for the Whitebox Revolving Credit Facility.  Mr. Gary L. Pittman, the Company’s Executive Vice President and Chief Financial Officer, is a passive investor in, and holds less than approximately 0.2% of the total assets of ECF Value Fund, L.P. and approximately 0.2% of the total assets of ECF Value Fund International, Ltd. which are two of the Lenders participating in the amended and restated credit agreement at December 31, 2012.

During the years ended December 31, 2012 and 2011, the Company paid fees of approximately $0.2 million and $0.3 million, respectively, for freight broker services provided by Total Connection, a company owned and operated by the spouse of an employee of the Company.  Additionally, during the years ended December 31, 2012 and 2011, the Company paid fees of approximately $3.0 million and $1.2 million, respectively, for permitting services provided by Complete Geo Land Services, LLC, a company owned and operated by the spouse of an employee of the Company.

During the years ended December 31, 2012, 2011 and 2010, the Company recorded revenue of approximately $0.3 million, $0.4 million and $0.1 million, respectively, for seismic data processing services provided to Carmot Seismic AS, a Norwegian company partially owned by the spouses of two employees of the Company and where the Company employees are Directors.

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Condensed Consolidating Financial Information

12 Months Ended

Dec. 31, 2012

Condensed Consolidating Financial Information

Condensed Consolidating Financial Information

Condensed Consolidating Financial Information

The Notes are fully and unconditionally guaranteed, jointly and severally, by the Company, and by each of the Company’s current and future domestic subsidiaries (other than Geokinetics Holdings, USA, Inc., which is the issuer of the Notes).  The non-guarantor subsidiaries consist of all subsidiaries and branches outside of the United States.  Separate condensed consolidating financial statement information for the parent, guarantor subsidiaries and non-guarantor subsidiaries as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and 2010 is as follows (in thousands):

	BALANCE SHEET
	December 31, 2012
	Guarantor Parent Company			Issuer Subsidiary		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets	$	(3,860	)	$	—	$	64,596	$	148,993		$	—		$	209,729
Property and equipment, net	10,123			—		125,047		14,867			—			150,037
Investment in subsidiaries	197,931			357,951		255,174		15,179			(826,235		)	—
Intercompany accounts	(2,487		)	61,013		120,467		(178,993		)	—			—
Other non-current assets	809			8,105		22,033		2,183			—			33,130
Total assets	$	202,516		$	427,069	$	587,317	$	2,229		$	(826,235	)	$	392,896
Liabilities, Mezzanine and Stockholders’ Equity (Deficit)
Current liabilities	$	12,938		$	365,188	$	61,025	$	76,786		$	—		$	515,937
Long-term debt and capital lease obligations, net of current portion	—			—		303		1,345			—			1,648
Deferred Income tax and other non-current liabilities	40,428			—		35,422		16			—			75,866
Derivative liabilities	79			—		—		—			—			79
Total liabilities	53,445			365,188		96,750		78,147			—			593,530
Mezzanine equity	93,312			—		—		—			—			93,312
Stockholders’ equity (deficit)	55,759			61,881		490,567		(75,918		)	(826,235		)	(293,946		)
Total liabilities, mezzanine and stockholders’ equity (deficit)	$	202,516		$	427,069	$	587,317	$	2,229		$	(826,235	)	$	392,896

	BALANCE SHEET
	December 31, 2011
	Guarantor Parent Company		Issuer Subsidiary		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets	$	971	$	—	$	134,119	$	103,310		$	—		$	238,400
Property and equipment, net	16,666		—		174,564		21,406			—			212,636
Investment in subsidiaries	197,931		377,362		44,118		14,206			(633,617		)	—
Intercompany accounts	23,454		80,834		12,845		(117,133		)	—			—
Other non-current assets	1,079		11,908		42,572		7,754			(177		)	63,136
Total assets	$	240,101	$	470,104	$	408,218	$	29,543		$	(633,794	)	$	514,172
Liabilities, Mezzanine and Stockholders’ Equity (Deficit)
Current liabilities	$	48,482	$	1,565	$	78,914	$	86,362		$	—		$	215,323
Long-term debt and capital lease obligations, net of current portion	—		346,615		—		3,568			—			350,183
Deferred Income tax and other non-current liabilities	30,458		—		30,798		1,138			—			62,394
Derivative liabilities	5,778		—		—		—			—			5,778
Total liabilities	84,718		348,180		109,712		91,068			—			633,678
Mezzanine equity	83,313		—		—		—			—			83,313
Stockholders’ equity (deficit)	72,070		121,924		298,506		(61,525		)	(633,794		)	(202,819		)
Total liabilities, mezzanine and stockholders’ equity (deficit)	$	240,101	$	470,104	$	408,218	$	29,543		$	(633,794	)	$	514,172

	STATEMENT OF OPERATIONS
	Year Ended December 31, 2012
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	—		$	270,738		$	450,349		$	(125,263	)	$	595,824
Equity in earnings of subsidiaries	(74,575		)	—			1,263			(17,298		)	90,610			—
Expenses:
Direct operating	101			—			129,900			416,480			(122,116		)	424,365
Depreciation and amortization	1,293			—			114,087			8,722			(178		)	123,924
General and administrative	2,532			—			38,524			27,559			(3,148		)	65,467
Asset impairments	—			—			495			5,554			—			6,049
Total expenses	3,926			—			283,006			458,315			(125,442		)	619,805
Loss from operations	(78,501		)	—			(11,005		)	(25,264		)	90,789			(23,981		)
Interest income (expense), net	(10,187		)	(40,632		)	1,285			(2,330		)	—			(51,864		)
Other income (expenses), net	5,727			—			1,712			363			—			7,802
Loss before income taxes	(82,961		)	(40,632		)	(8,008		)	(27,231		)	90,789			(68,043		)
Provision for income taxes	—			—			8,478			6,440			—			14,918
Net loss	$	(82,961	)	$	(40,632	)	$	(16,486	)	$	(33,671	)	$	90,789		$	(82,961	)

	STATEMENT OF OPERATIONS
	Year Ended December 31, 2011
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	518		$	—		$	414,837		$	433,840		$	(85,466	)	$	763,729
Equity in earnings of subsidiaries	(216,304		)	—			(4,758		)	(58,177		)	279,239			—
Expenses:
Direct operating	25,398			—			216,813			441,400			(80,336		)	603,275
Depreciation and amortization	6,564			—			126,071			25,753			—			158,388
General and administrative	(982		)	—			39,789			41,754			(4,953		)	75,608
Asset impairments	—			—			132,376			2,380			—			134,756
Total expenses	30,980			—			515,049			511,287			(85,289		)	972,027
Loss from operations	(246,766		)	—			(104,970		)	(135,624		)	279,062			(208,298		)
Interest income (expense), net	(8,176		)	(39,323		)	607			(648		)	—			(47,540		)
Other income (expenses), net	32,889			(1,121		)	6,322			(2,265		)	—			35,825
Loss before income taxes	(222,053		)	(40,444		)	(98,041		)	(138,537		)	279,062			(220,013		)
Provision for income taxes	—			—			2,037			3			—			2,040
Net loss	$	(222,053	)	$	(40,444	)	$	(100,078	)	$	(138,540	)	$	279,062		$	(222,053	)

	STATEMENT OF OPERATIONS
	Year Ended December 31, 2010
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	328		$	—		$	236,697		$	374,214		$	(53,105	)	$	558,134
Equity in earnings of subsidiaries	(120,228		)	—			(46,478		)	(17,221		)	183,927			—
Expenses:
Direct operating	(2,000		)	—			134,458			376,546			(53,105		)	455,899
Depreciation and amortization	4,908			—			98,900			9,089			—			112,897
General and administrative	5,893			1,565			21,314			52,622			—			81,394
Total expenses	8,801			1,565			254,672			438,257			(53,105		)	650,190
Income (loss) from operations	(128,701		)	(1,565		)	(64,453		)	(81,264		)	183,927			(92,056		)
Interest income (expense), net	(6,033		)	(33,494		)	188			1,512			—			(37,827		)
Other income (expense), net	(9,043		)	208			1,852			2,992			—			(3,991		)
Income (loss) before income taxes	(143,777		)	(34,851		)	(62,413		)	(76,760		)	183,927			(133,874		)
Provision for income taxes	(5,093		)	14			145			9,744			—			4,810
Net loss	$	(138,684	)	$	(34,865	)	$	(62,558	)	$	(86,504	)	$	183,927		$	(138,684	)

	STATEMENT OF CASH FLOWS
	Year Ended December 31, 2012
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(1,219	)	$	784		$	34,858		$	(3,659	)	$	—	$	30,764
Net cash provided (used in) investing activities	—			—			(38,162		)	(588		)	—		(38,750		)
Net cash used in financing activities	—			(784		)	(122		)	(2,313		)	—		(3,219		)
Net increase (decrease) in cash	$	(1,219	)	—			$	(3,426	)	$	(6,560	)	—		$	(11,205	)

	STATEMENT OF CASH FLOWS
	Year Ended December 31, 2011
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(4,740	)	$	(24,558	)	$	62,558		$	26,214		$	—	$	59,474
Net cash provided (used in) investing activities	—			—			(67,196		)	(14,807		)	—		(82,003		)
Net cash used in financing activities	—			24,558			—			(233		)	—		24,325
Net increase (decrease) in cash	$	(4,740	)	$	—		$	(4,638	)	$	11,174		$	—	$	1,796

	STATEMENT OF CASH FLOWS
	Year Ended December 31, 2010
	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(12,630	)	$	(15,513	)	$	53,564		$	6,115		$	—	$	31,536
Net cash provided (used in) investing activities	(184,818		)	122,971			(78,166		)	(20,116		)	180,832		20,703
Net cash provided (used in) financing activities	(19,497		)	—			—			(67		)	—		(19,564		)
Net increase (decrease) in cash	$	(216,945	)	$	107,458		$	(24,602	)	$	(14,068	)	$	180,832	$	32,675

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Subsequent Event (Details) (Subsequent Event, USD $) In Millions, unless otherwise specified				0 Months Ended
	Mar. 13, 2013	Mar. 13, 2013 Maximum	Mar. 12, 2013 Maximum	Mar. 13, 2013 Senior Secured Notes Minimum	Jan. 15, 2013 Senior Secured Notes Minimum
Subsequent Event [Line Items]
DIP facility, interim amount			$ 15
DIP facility, aggregate amount		$ 25	$ 25
DIP facility, interest rate	9.25%
DIP facility, interest rate increase in the event of default	2.00%
Holders of aggregate principal amount				70.00%	70.00%

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Assets (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Assets [Abstract]
Restricted cash	$ 8,372,000	$ 3,060,000
Cash held in trust	$ 4,100,000	$ 200,000

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Unaudited Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2012

Quarterly Financial Information Disclosure [Abstract]

Schedule of quarterly financial data

Summarized quarterly financial data for 2012 and 2011 are as follows (in thousands, except per share data):

2012	Quarter Ended
	March 31			June 30			September 30			December 31
Total revenue	$	163,498		$	134,787		$	141,694		$	155,845
Loss from operations	$	(14,031	)	$	(11,159	)	$	9,023		$	(7,814	)
Change in fair value of derivative liabilities	$	1,884		$	3,720		$	(334	)	$	460
Interest expense, net of interest income	$	(12,739	)	$	(12,836	)	$	(12,699	)	$	(13,590	)
Net loss	$	(23,224	)	$	(27,466	)	$	(6,302	)	$	(25,969	)
Loss applicable to common stockholders	$	(25,650	)	$	(29,983	)	$	(8,853	)	$	(28,577	)
Loss per common share:
Basic and diluted	(1.35		)	(1.58		)	(0.46		)	(1.50		)
Weighted average common shares outstanding:
Basic and diluted	18,990			19,022			19,048			19,110

2011	Quarter Ended
	March 31			June 30			September 30			December 31
Total revenue	$	187,637		$	145,548		$	206,052		$	224,492
Loss from operations	$	(21,484	)	$	(27,950	)	$	(52,102	)	$	(106,762	)
Change in fair value of derivative liabilities	$	4,443		$	4,529		$	22,409		$	1,919
Interest expense, net of interest income	$	(11,149	)	$	(12,941	)	$	(10,951	)	$	(12,499	)
Net loss	$	(28,771	)	$	(39,436	)	$	(42,105	)	$	(111,741	)
Loss applicable to common stockholders	$	(30,974	)	$	(41,707	)	$	(44,438	)	$	(114,132	)
Loss per common share:
Basic and diluted	(1.74		)	(2.34		)	(2.44		)	(6.03		)
Weighted average common shares outstanding:
Basic and diluted	17,824			17,838			18,225			18,943

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Consolidated Statements of Stockholders' Equity (Deficit) (USD $) In Thousands, except Share data, unless otherwise specified	Total		Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income
Balance at Dec. 31, 2009	$ 145,330		$ 156	$ 215,859	$ (70,705)	$ 20
Balance (in shares) at Dec. 31, 2009			15,578,528
Increase (Decrease) in Stockholders' Equity
Stock-based compensation	2,888			2,888
Restricted stock issued, net	0		0
Restricted stock issued, net (in shares)			178,946
Accretion of preferred issuance costs and discounts	(1,596)			(1,596)
Accrual of preferred dividends	(7,254)			(7,254)
Issuance of common stock to underwriters under overallotment option	1,806		2	1,804
Issuance of common stock to underwriters under overallotment option (in shares)			207,200
Issuance of common stock for PGS Onshore Acquisition	19,425		21	19,404
Issuance of common stock for PGS Onshore Acquisition (in shares)			2,153,616
Cost of issuance of securities	(128)			(128)
Net loss	(138,684)	[1]			(138,684)
Balance at Dec. 31, 2010	21,787		179	230,977	(209,389)	20
Balance (in shares) at Dec. 31, 2010			18,118,290
Increase (Decrease) in Stockholders' Equity
Stock-based compensation	2,665			2,665
Restricted stock issued, net	0		3	(3)
Restricted stock issued, net (in shares)			129,531
Accretion of preferred issuance costs and discounts	(1,065)			(1,065)
Accrual of preferred dividends	(8,133)			(8,133)
Issuance of common stock to the Lenders	3,980		11	3,969
Issuance of common stock to the Lenders (in shares)			1,041,668
Net loss	(222,053)	[1]			(222,053)
Balance at Dec. 31, 2011	(202,819)		193	228,410	(431,442)	20
Balance (in shares) at Dec. 31, 2011			19,289,489
Increase (Decrease) in Stockholders' Equity
Stock-based compensation	1,936			1,936
Restricted stock issued, net	0		4	(4)
Restricted stock issued, net (in shares)			394,870
Accretion of preferred issuance costs and discounts	(1,147)			(1,147)
Accrual of preferred dividends	(8,955)			(8,955)
Net loss	(82,961)	[1]			(82,961)
Balance at Dec. 31, 2012	$ (293,946)		$ 197	$ 220,240	$ (514,403)	$ 20
Balance (in shares) at Dec. 31, 2012			19,684,359

[1] During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment. Accordingly, prior periods have been restated.

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Concentration of Credit Risk (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Concentration Risk [Line Items]
Allowance for doubtful accounts	$ 651,000	$ 2,757,000
Bad debt expense	377,000	1,921,000	1,549,000
Accounts receivable, gross	143,009,000	163,493,000
Cash and cash equivalents and restricted cash	$ 41,800,000
Maximum
Concentration Risk [Line Items]
Write offs to bad debt, percentage of net sales	1.00%	1.00%	1.00%
Revenue | Customer Concentration Risk | Largest Ten Customers
Concentration Risk [Line Items]
Concentration risk	69.00%

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Assets

12 Months Ended

Dec. 31, 2012

Assets [Abstract]

Assets

Assets

(a)Restricted Cash

As of December 31, 2012 and 2011, restricted cash was approximately $8.4 million and $3.1 million, respectively. At both periods, restricted cash included cash held to collateralize standby letters of credit and performance guarantees. Additionally, at December 31, 2012 and 2011, respectively, restricted cash included $4.1 million and $0.2 million held in trust in connection with a short-term project financing agreement entered into in November 2011 by one of our subsidiaries in Latin America.  See note 6.

(b)Accounts Receivable

A summary of accounts receivable is as follows (in thousands):

	December 31,
	2012			2011
Trade	$	96,535		$	113,382
Unbilled	35,029			32,557
Other	11,445			17,554
Total accounts receivable	143,009			163,493
Less allowance for doubtful accounts	(651		)	(2,757		)
	$	142,358		$	160,736

The Company utilizes the specific identification method for establishing and maintaining its allowance for doubtful accounts.  The activity in the allowance for doubtful accounts is as follows (in thousands):

	Year Ended December 31,
	2012			2011			2010
Balance at beginning of period	$	2,757		$	2,519		$	1,167
Bad debt expense	377			1,921			1,549
Write-offs, net of recoveries	(2,483		)	(1,683		)	(197		)
Balance at the end of the period	$	651		$	2,757		$	2,519

Sales of Certain Accounts Receivable

In order to improve the Company’s liquidity, one of the Company’s international subsidiaries in Latin America sells certain eligible trade accounts receivable without recourse under a program sponsored by a financial agent of the foreign government to accelerate collections.  There is no recourse to the subsidiary for uncollectible receivables and, once sold, the subsidiary’s effective control over the accounts is ceded.  The cost associated with these sales is calculated based on LIBOR plus five percentage points and the value and due date of the accounts receivable sold.

At the time of sale, the related accounts receivable are removed from the balance sheet and the proceeds and cost are recorded.  Accounts receivable sold under this arrangement totaled $186.6 million, $59.9 million and $3.0 million during the years ended December 31, 2012, 2011 and 2010, respectively.  The loss on the sale of these accounts receivable during the years ended December 31, 2012, 2011 and 2010 was $0.5 million, $0.3 million and $0.0 million, respectively, and is included in operating expenses in the Company’s consolidated statement of operations. 

(c)Property and Equipment

Property and equipment is comprised of the following (in thousands):

	Estimated	December 31,
	Useful Life	2012			2011
Field operating equipment	3-10 years	$	302,006		$	318,530
Vehicles	3-10 years	70,398			76,849
Buildings and improvements	6-39 years	8,266			10,948
Software	3-5 years	26,254			25,554
Data processing equipment	3-5 years	9,120			9,765
Furniture and equipment	3-5 years	3,858			3,994
		419,902			445,640
Less: accumulated depreciation and amortization		(272,109		)	(235,281		)
		147,793			210,359
Assets under construction		2,244			2,277
		$	150,037		$	212,636

The Company reviews the useful life and residual values of property and equipment on an ongoing basis considering the effect of events or changes in circumstances.

Depreciation expense was $70.5 million, $69.9 million, and $68.9 million during the years ended December 31, 2012, 2011, and 2010, respectively.

If appropriate, the Company capitalizes interest cost incurred on funds used to construct property and equipment.  The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life.  The Company did not capitalize interest during 2012 or 2011.  Interest cost capitalized was $1.1 million for the year ended December 31, 2010.

In April 2011, the Company experienced a loss of certain equipment as a result of a wildfire in Colorado, in the United States, which reached the Company’s staging area.  The lost assets were fully insured.  During the year ended December 31, 2011, the Company recorded a net loss of $0.2 million in connection with this event, which reflects insurance proceeds received of $1.5 million.  The claims process was finalized during the first quarter of 2012 and the Company received additional insurance proceeds of $2.1 million.  All insurance proceeds will be used to replace the lost equipment.

The Company stores and maintains property and equipment in the countries in which it does business. In connection with the acquisition of PGS Onshore in February 2010, the Company acquired certain property and equipment in Libya and entered into an agreement with PGS to operate the business there on the Company’s behalf. The Company subsequently completed the formation of a subsidiary and acquired certain required licenses to operate its seismic acquisition business. However, as a result of the civil unrest in Libya, the Company has been unable to operate its business or utilize its equipment in Libya since the first quarter of 2011. During the second quarter of 2012, the Company began to transfer this equipment out of the area and the process was completed during the third quarter of 2012. At December 31, 2012, there is no equipment remaining in Libya.

(d)Goodwill

All of the Company’s goodwill was related to its seismic data acquisition reportable segment.  The changes in the carrying amounts of goodwill were as follows (in thousands):

	Year ended December 31,
	2012		2011
Balance at the beginning of the year	$	—	$	131,299
Changes to goodwill relating to the acquisition of PGS Onshore (see note 3)	—		1,077
Goodwill impairment (see below)	—		(132,376		)
Balance at the end of the year	$	—	$	—

Goodwill Impairment Assessment

Accounting guidance requires intangible assets with indefinite lives, including goodwill, be evaluated on an annual basis for impairment or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  The Company historically performed its annual impairment assessment as of December 31.

Given the events impacting the Company during the third quarter of 2011, including the Mexico liftboat incident, a sustained decline in the Company’s market capitalization and the credit rating downgrades, the Company concluded that there were sufficient indicators to require an interim goodwill impairment analysis during the third quarter of 2011.  In accordance with the applicable accounting guidance, the Company performed a two-step impairment test.  In the first step of the impairment test the fair value of the Company’s reporting unit was compared to their carrying amount, including goodwill, to determine if a potential impairment existed.  As the carrying amount of the reporting unit exceeded its fair value, the second step was performed to measure the amount of impairment by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.  The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill.  Due to the complexities inherent in the analysis required, the Company did not fully complete step two of the impairment analysis of goodwill at that time; however, it determined that an impairment loss could be reasonably estimated.  As of September 30, 2011, the Company recorded a preliminary goodwill impairment charge of $40.0 million, representing the best estimate within the range of the estimated impairment loss at that time.  During the fourth quarter of 2011, the Company finalized step two of the impairment analysis which resulted in the recognition of an additional impairment charge of $92.4 million.  Accordingly, at December 31, 2012 and 2011, the Company had no goodwill.  These charges are included in asset impairments in the Company’s consolidated statement of operations.

The following summarizes the most significant estimates and assumptions used by the Company in the goodwill impairment analysis in 2011:

• The fair value estimate in step one was determined using a combination of the income approach and the market-based approach.  In weighting the results of these valuation approaches, the Company placed a greater emphasis on the income approach.

Income approach.

• Estimated cash flows were projected based on certain assumptions regarding revenues, direct costs, general and administrative expenses, depreciation, income taxes, capital expenditures and working capital requirements for the next 5 years.

• The terminal value assumed a long-term growth rate of 3%.

• The projected cash flows and the terminal value were discounted to present value using a discount rate of 16.2%.  The discount rate reflected the Company's current credit rating.

Market approach.

• The Company primarily considered the guideline publicly traded company method.  However, the Company utilized the guideline company transaction method as a reasonableness test for selected multiples from the guideline publicly traded company method and implied multiples from its valuation conclusions.

• The Company selected six publicly traded companies in the oil and gas equipment and services industry and focused on their enterprise value to last twelve month (“LTM”) and enterprise value to next twelve month (“NTM”) EBITDA multiples.

• The Company applied an unlevered control premium of 13% to the LTM EBITDA indication.

• The calculation of the implied fair value of the goodwill of the Company's reporting unit required by step two included a full valuation of all the Company's recognized assets and liabilities and any of its unrecognized intangible assets.  In estimating the fair value for the subject assets, the Company utilized a combination of the market approach, cost approach, and the income approach.   For the fixed assets, the Company relied on the market and cost approaches.   The relief from royalty rate method, which considers both the market approach and the income approach, was used to  value the trade name, marine vibrator technology license, and certain technology under development.  The income  approach, specifically the multi-period excess earnings method, was used to value the backlog and the multi-client seismic data library.

The estimates and assumptions described above used to estimate the goodwill impairment charges recorded during 2011 are subject to a high degree of bias and uncertainty.  Different assumptions as to the Company's future revenues and cost structure, growth rate and discount rate would result in estimated future cash flows that could be materially different than those considered in the impairment assessment performed.  Any future fair value estimates for the Company's reporting unit that are greater than the fair value estimate as of September 30, 2011 will not result in a reversal of the impairment charges.

Certain disclosures are required about nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.  This applies to our reporting unit for which the Company estimated its fair value under step two of the impairment test. A fair value hierarchy exists for inputs used in measuring fair value. 

	September 30, 2011 (in thousands)
	(Level 1)		(Level 2)		(Level 3)		Total Impairment Charge
Reporting unit's fair value	$	—	$	—	$	296,543	$	132,376
Total	$	—	$	—	$	296,543	$	132,376

(e)Multi-client Seismic Data Library

At December 31, 2012 and 2011, multi-client seismic data library costs and accumulated amortization consisted of the following (in thousands):

	December 31,
	2012			2011
Acquisition and processing costs	$	180,174		$	169,881
Less accumulated amortization	(157,718		)	(128,369		)
Multi-client data library, net	$	22,456		$	41,512

During the fourth quarter of 2011, the Company performed its impairment review of the carrying value of the multi-

client seismic data library and determined that a specific multi-client survey was fully impaired.  Accordingly, the Company recorded an impairment charge of $2.4 million as of December 31, 2011, which is included in asset impairments in the Company’s consolidated statement of operations.

Multi-client seismic data library amortization expense for the years ended December 31, 2012, 2011 and 2010, was $53.3 million, $85.0 million and $38.0 million, respectively.

Multi-client seismic data library revenues for the years ended December 31, 2012, 2011 and 2010, were $83.0 million, $119.5 million and $71.1 million, respectively.

On March 15, 2012, the Company entered into a purchase and sale agreement pursuant to which the Company sold to SEI certain North America seismic data in exchange for $10.0 million in cash at a loss of $5.1 million. Under the agreement, the Company retained specified percentages of the net revenues generated and collected on the seismic data sold to SEI for a period of five years.

(f)Deferred Financing Costs

The Company had deferred financing costs of $8.9 million and $13.0 million at December 31, 2012 and 2011, respectively.

Changes in deferred financing costs are as follows (in thousands):

	Year Ended December 31,
	2012			2011			2010
Balance at the beginning of the period	$	12,987		$	11,794		$	10,819
Capitalized (1)	—			6,422			4,570
Amortized (2)	(4,074		)	(4,108		)	(2,784		)
Write-offs associated with early extinguishment of debt (3)	—			(1,121		)	(811		)
Balance at the end of the period	$	8,913		$	12,987		$	11,794

(1) In 2012, the Company recorded $0.8 million in deferred financing costs in connection with the Avista Commitment Letter. In 2011, the Company recorded $5.9 million in deferred financing costs in connection with the amended and restated credit agreement for the Whitebox Revolving Credit Facility.

(2) In April 2011, the Company wrote off $1.1 million of deferred financing costs in connection with Amendment No. 4 to the RBC Revolving Credit Facility which modified the final maturity date.  This amount is included in interest expense in the consolidated statement of operations.

(3) In May 2011, the Company wrote off $1.1 million of deferred financing costs in connection with the early extinguishment of the RBC Revolving Credit Facility which is included in other income (expense) in the Company’s consolidated statement of operations.  In February 2010, in connection with the closing of the acquisition of PGS Onshore, the Company wrote off $0.8 million of deferred financing costs related to the early extinguishment of certain debt which is included in other income (expense) in the Company’s consolidated statement of operations.

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Debt and Capital Lease Obligations (Details 2) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended				12 Months Ended				1 Months Ended	12 Months Ended
	Dec. 17, 2012	Aug. 29, 2011	Aug. 29, 2011 Whitebox Revolving Credit Facility	Aug. 12, 2011 Whitebox Revolving Credit Facility	Dec. 31, 2012 Whitebox Revolving Credit Facility	Sep. 30, 2012 Whitebox Revolving Credit Facility	May 24, 2011 Whitebox Revolving Credit Facility	Dec. 31, 2010 Whitebox Revolving Credit Facility	Dec. 31, 2009 Senior Secured Notes	Dec. 31, 2012 Senior Secured Notes	Dec. 31, 2011 Senior Secured Notes	Dec. 23, 2009 Senior Secured Notes	Dec. 31, 2012 2008 Warrants	Aug. 29, 2011 2008 Warrants	Jul. 28, 2008 2008 Warrants	Dec. 31, 2012 2010 Warrants	Aug. 29, 2011 2010 Warrants	Dec. 14, 2010 2010 Warrants
Debt Instrument [Line Items]
Amount outstanding under the facility							$ 48.3
Closing fee				1.7
Advisory fee			4.0	4.0
Common stock valuation as a percent of volume of weighted average price				95.00%
Trading days after amendment for common stock valuation				10 days
Issuance of common stock to the Lenders (in shares)		1,041,668	1,041,668
Common stock that can be purchased on exercise of warrants issued in consideration for obligations under debt instrument (in shares)														240,000	240,000		3,495,000	3,495,000
Issue price per share																	$ 3.84
Exercise price of warrants (in dollars per share)													9.05	9.05		3.84
Adjusted convertible price		$ 15.95
Interest rate					11.125%					9.75%		9.75%
Maximum borrowing capacity under the facility						50.0
Unused commitment fee				1.50%	11.125%
Ticking fee				1.00%
Effective interest rate				8.75%			8.75%	8.75%
Notes issued in a private placement to institutional buyers									300.0
Issue price									294.3
Percentage of principal amount												98.093%
Effective interest rate including effect of discount accretion and deferred financing costs amortization										11.10%	11.10%
Redemption during each twelve month period prior to second anniversary as a percent of the principal amount										10.00%
Percent of principal amount										103.00%
Redemption price due to change of control as a percent of the principal amount										101.00%
Interest payment on Notes that is due on December 15, 2012	$ 14.6

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Income Taxes (Details 5) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 300.0
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	172.3
Expiring in 2013 | Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	4.3
Expiring in 2014 | Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	8.9
Expiring in 2015 | Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	17.0
Expiring in 2016 | Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	16.5
Expiring in 2017 | Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 3.8

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Common Stock Common Stock (Details) (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended				12 Months Ended
	Aug. 29, 2011	Feb. 12, 2010	Jan. 14, 2010	Dec. 18, 2009	Dec. 31, 2010
Stockholders' Equity Note [Abstract]
Common stock, shares issued				4,000,000
Public offering price (in dollars per share)				$ 9.25
Issuance of common shares for inducement on preferred stock conversion (in shares)				750,000
Issuance of common stock to underwriters under overallotment option (in shares)			207,200
Issuance of common stock to underwriters under overallotment option			$ 1,800		$ 1,806
Issuance of common stock for PGS Onshore Acquisition (in shares)		2,153,616
Issuance of common stock to the Lenders (in shares)	1,041,668

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Restructuring Costs

12 Months Ended

Dec. 31, 2012

Restructuring and Related Activities [Abstract]

Restructuring Costs

Restructuring Costs

As part of the restructuring, the Company instituted a number of steps, including the decision to close certain regional offices, to sell certain non-core assets, and to exit certain operations around the world where the long-term prospects for profitability were not in line with our business goals. The restructuring costs were primarily related to exiting and relocation of certain business activities primarily in North Africa and the Middle East.

The following table summarizes the restructuring costs for the year ended December 31, 2012 recorded in operating expenses in the statement of operations (in thousands):

	Employee severance and other termination benefits		Contract termination costs		Exiting and relocation of business activities		Total
Balance January 1, 2012	$	—	$	—	$	—	$	—
Add: Restructuring costs incurred	422		255		4,944		5,621
Less: Amount paid	(375)		(51)		(4,482)		(4,908)
Less: Non-cash utilization and other	(24)		—		—		(24)
Balance December 31, 2012	$	23	$	204	$	462	$	689

Information regarding the major types of restructuring costs for the year ended December 31, 2012 is as follows (in thousands):

	Charges Incurred in 2012		Charges Incurred to Date		Total Charges Expected to be Incurred
Employee severance and other termination benefits	$	422	$	422	$	438
Contract termination costs	255		255		262
Exiting and relocation of business activities	4,944		4,944		5,036
	$	5,621	$	5,621	$	5,736

In addition, the Company recorded professional fees of $5.6 million related to the proposed financial restructuring primarily related to legal and financial advisors. These costs are recorded in general and administrative expense in the statement of operations.

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Employee Benefits (Details 5) (Restricted stock, USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Total non-vested at the beginning of the period (in shares)	299,199
Granted (in shares)	430,000
Vested (in shares)	(181,069)
Forfeited (in shares)	(29,160)
Total non-vested at the end of the period (in shares)	518,970	299,199
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Total non-vested at the beginning of the period (in dollars per share)	$ 8.44
Granted (in dollars per share)	$ 0.72	$ 6.95	$ 6.72
Vested (in dollars per share)	$ 8.90
Forfeited (in dollars per share)	$ 6.69
Total non-vested at the end of the period (in dollars per share)	$ 1.98	$ 8.44
Compensation expense recognized	$ 1.4	$ 1.4	$ 1.9
Compensation expense recognized, per share	$ 0.07	$ 0.07	$ 0.10
Total fair value of RSA vested	1.60	1.30	2.00
Unrecognized compensation cost	$ 0.7
Period over which unrecognized compensation cost is expected to be recognized	3 years

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2012

Segment Reporting [Abstract]

Schedule of financial information with respect to reportable segments

The following table sets forth financial information with respect to these reportable segments (in thousands) (1):

	Year Ended December 31,
	2012			2011			2010
Revenue:
Data Acquisition
North America proprietary	$	120,507		$	172,649		$	128,833
International proprietary	383,228			462,919			349,201
Multi-Client	82,954			119,516			71,082
Subtotal Data Acquisition	586,689			755,084			549,116
Data Processing and Integrated Reservoir Geosciences	14,780			14,192			11,787
Eliminations	(5,645		)	(5,547		)	(2,769		)
Total	$	595,824		$	763,729		$	558,134

Direct Operating Expenses:
Data Acquisition
North America proprietary	$	96,481		$	140,979		$	118,912
International proprietary	314,437			455,422			326,424
Multi-Client	6,725			470			1,670
Subtotal Data Acquisition	417,643			596,871			447,006
Data Processing and Integrated Reservoir Geosciences	12,367			11,951			11,662
Eliminations	(5,645		)	(5,547		)	(2,769		)
Total	$	424,365		$	603,275		$	455,899
Depreciation and Amortization:
Data Acquisition
North America proprietary	$	12,365		$	13,609		$	21,089
International proprietary	51,668			55,645			46,061
Multi-Client	53,313			85,021			37,999
Subtotal Data Acquisition	117,346			154,275			105,149
Data Processing and Integrated Reservoir Geosciences	1,802			1,466			1,492
Corporate	4,776			2,647			6,256
Total	$	123,924		$	158,388		$	112,897
Adjusted EBITDA (2):
Data Acquisition
North America proprietary	$	19,919		$	24,310		$	4,143
International proprietary	45,816			(20,781		)	(4,093		)
Multi-Client	74,590			117,049			68,272
Subtotal Data Acquisition	140,325			120,578			68,322
Data Processing and Integrated Reservoir Geosciences	2,382			2,100			28
Corporate	(36,715		)	(37,832		)	(47,509		)
Total	$	105,992		$	84,846		$	20,841
Reconciliation of Adjusted EBITDA to Net Loss
Adjusted EBITDA	105,992			84,846			20,841
Provision for income taxes	(14,918		)	(2,040		)	(4,810		)
Interest expense, net of interest income	(51,864		)	(47,540		)	(37,827		)
Other (income) expense (as defined below)	7,802			35,825			(3,991		)
Asset impairments	(6,049		)	(134,756		)	—
Depreciation and amortization	(123,924		)	(158,388		)	(112,897		)
Net loss	$	(82,961	)	$	(222,053	)	$	(138,684	)
Identifiable Assets (at end of year):
Data Acquisition
North America proprietary	$	64,867		$	95,350
International proprietary	245,379			304,656
Multi-Client (3)	51,070			71,494
Subtotal Data Acquisition	361,316			471,500
Data Processing and Integrated Reservoir Geosciences	7,596			8,113
Corporate	23,984			34,559
Total(4)	$	392,896		$	514,172

(1) During the fourth quarter of 2010, the Company re-assessed its operating segments and concluded that its multi-client data library business is a separate operating segment.  Accordingly, prior periods have been restated.

(2) The Company defines Adjusted EBITDA as net income (loss) (the most directly generally accepted accounting principle or “GAAP” financial measure) before Interest, Taxes, Other Income (Expense) (including foreign exchange gains/losses, loss on early redemption of debt, gains/losses from changes in fair value of derivative liabilities and other income/expense), Asset Impairments and Depreciation and Amortization.  The Chief Operating Decision Maker (“CODM”) primarily evaluates operating segment profitability through the use of this measure.  However, as the majority of operating costs directly associated with acquiring and processing multi-client data are capitalized and amortized based on a specific formula, the CODM also considers the impact of amortization expense when specifically evaluating multi-client’s segment profitability.

(3) The North America proprietary segment shares certain productive assets used in its operations with the multi-client segment.  Those productive assets are presented as part of the North America segment.  Multi-client assets presented in the table above only include those assets specifically identified with the multi-client seismic data acquisition business such as cash, accounts receivable and the multi-client seismic data library.

(4) During 2012, capital expenditures, including capitalized leases and capitalized depreciation to multi-client, totaled $6.5 million, $5.4 million, $49.3 million and $1.8 million for North America proprietary, international proprietary, multi-client and data processing and integrated reservoir geosciences, respectively.

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Income Taxes

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income (loss) before income taxes attributable to U.S. and foreign operations is as follows (in thousands):

	Year Ended December 31,
	2012			2011			2010
U.S.	$	(62,259	)	$	(138,839	)	$	(72,773	)
Foreign	(5,784		)	$	(81,174	)	$	(61,101	)
Total	$	(68,043	)	$	(220,013	)	$	(133,874	)

The provision for income taxes shown in the consolidated statements of operations consists of current and deferred expense (benefit) as follows:

	Year Ended December 31,
	2012			2011			2010
Current:
U.S.—federal and state	$	(4	)	$	32		$	(150	)
Foreign	10,299			10,115			14,136
Total current	10,295			10,147			13,986
Deferred:
U.S.—federal and state	2,952			(2,973		)	(6,494		)
Foreign	1,671			(5,134		)	(2,682		)
Total deferred	4,623			(8,107		)	(9,176		)
Total provision for income taxes	$	14,918		$	2,040		$	4,810

The provision for income taxes differs from the amount of income tax determined by applying the U.S. statutory rate to the loss before income taxes for the years ended December 31, 2012, 2011 and 2010 as follows:

	Year Ended December 31,
	2012			2011			2010
U.S. statutory rate	$	(23,815	)	$	(77,004	)	$	(46,856	)
Non-deductible expenses	4,992			50,160			1,312
State taxes, net of benefit	(2		)	21			—
Effect of foreign tax rate differential	5,638			11,014			9,581
Foreign withholding taxes	4,260			4,746			4,184
Foreign tax credit	(4,408		)	(13,245		)	—
Non-taxable/non-deductible derivative (gains) losses	(2,006		)	(11,655		)	2,245
Unrecognized tax benefits	639			1,773			764
Return to accrual items	(6,165		)	(4,287		)	4,760
Change in valuation allowance	35,785			40,517			28,820
Total provision for income taxes	$	14,918		$	2,040		$	4,810

	December 31
	2012			2011
Current deferred tax assets:
Allowance for doubtful accounts	$	857		$	832
Accrued expenses	3,228			631
Other	294			291
Total current deferred tax assets	4,379			1,754
Noncurrent deferred tax assets:
Stock-based compensation	2,546			1,856
Loss carryforwards—U.S	115,486			97,232
Loss carryforwards—foreign	45,153			41,639
Multi-client seismic data library	1,916			12,906
Foreign tax credit	17,652			13,244
Total noncurrent deferred tax assets	182,753			166,877
Total deferred tax assets	187,132			168,631
Valuation allowance	(180,323		)	(144,538		)
Net deferred tax assets	6,809			24,093
Current deferred tax liabilities
Deferred revenue	1,725			2,639
Other	124			178
Total current deferred tax liabilities	1,849			2,817
Noncurrent deferred tax liabilities:
Property and equipment	17,008			25,055
Other	638			4,283
Total noncurrent deferred tax liabilities	17,646			29,338
Total deferred tax liabilities	19,495			32,155
Net deferred income tax liability	$	12,686		$	8,062

The valuation allowance for deferred tax assets increased by approximately $35.8 million and $40.5 million in 2012 and 2011, respectively.  The increase in the allowance was primarily due to an increase of U.S. and foreign net operating losses.

At December 31, 2012, the Company had U.S. tax loss carryforwards of approximately $300.0 million and non-U.S. tax loss carryforwards of approximately $172.3 million which expire in various amounts beginning in 2012 and ending in 2031.  The non-U.S. loss carryforwards expiring in 2013, 2014, 2015, 2016 and 2017 are $4.3 million, $8.9 million, $17.0 million, $16.5 million, and $3.8 million, respectively.  There are no U.S. loss carryforwards expiring before 2019.  However, the Company's U.S. loss carryforwards may be reduced and/or limited as a result of the Voluntary Reorganization under Chapter 11. U.S. loss carryforwards will be reduced by the amount of cancellation of debt income recognized upon discharge of any outstanding indebtedness under Section 108 of the Internal Revenue Code of 1986 (the “Tax Code”). Additionally, the Tax Code imposes limitations on a corporation's ability to utilize net operating loss carryforwards (“NOLs”) if the Company experiences an “ownership change” under Section 382.  In general terms, an ownership change may result from transactions increasing the ownership percentage of certain stockholders in the stock of the corporation by more than 50 percent over a three year period.  In the event of an ownership change, utilization of NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of the Company at the time of the ownership change by the applicable long-term tax-exempt rate.  Any unused annual limitation may be carried over to later years.  The amount of the limitation may, under certain circumstances, be increased by built-in gains held by the Company at the time of the ownership change that are recognized in the five year period after the ownership change.  The Company has not experienced an ownership change during the current year.

As of December 31, 2012, a portion of the Company’s cash and cash equivalents and restricted cash was held by foreign subsidiaries and based in U.S. dollar denominated holdings.  Additionally, the Company has undistributed earnings of its foreign subsidiaries.  Those amounts are considered to be indefinitely reinvested; accordingly, no provision for U.S. federal and state income tax or for any potential foreign withholding taxes has been provided.  Upon repatriation of those amounts, the Company would be subject to both U.S. income taxes and withholding tax payable to the various foreign countries.  Determination of the amount of the unrecognized deferred tax liability is not practicable; however, unrecognized foreign tax credits may be available to reduce the U.S. liability.

The Company operated under a tax holiday in certain parts of Egypt through 2010.

In conjunction with the acquisition of PGS Onshore, PGS agreed to indemnify Geokinetics for taxes related to prior years and up to the purchase date.  An indemnification receivable has been reflected in the Company’s accounts receivable, which may be adjusted as the respective tax liabilities are settled.

Uncertainty in Income Taxes

A reconciliation of the change in the unrecognized tax benefits is as follows (in thousands):

	Year Ended December 31,
	2012		2011		2010
Balance at beginning of year	$	9,770	$	7,997	$	7,233
Increase for tax positions related to current year	639		1,773		764
Lapses in statues of limitations	—		—		—
Balance at the end of the year	$	10,409	$	9,770	$	7,997

All additions or reductions to the above liability affect the Company’s effective tax rate in the respective period of change.  The Company accounts for any applicable interest and penalties on uncertain tax positions as a component of income tax expense which was $0.8 million, $1.5 million and $0.8 million for the years ended December 31, 2012, 2011 and 2010 respectively.  At December 31, 2012 and 2011, the Company had $3.8 million and $3.0 million, respectively, of accrued interest related to unrealized tax benefits.  The tax years that remain subject to examination by major tax jurisdictions are from 2005 to 2012.