CREDIT AGREEMENTCredit Agreement • May 3rd, 2010 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 30, 2010, among GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
GLOBAL GEOPHYSICAL SERVICES, INC. AND EACH OF THE GUARANTORS PARTY HERETO 10½% SENIOR NOTES DUE 2017 INDENTURE Dated as of March 28, 2012 The Bank of New York Mellon Trust Company, N.A. TrusteeIndenture • March 30th, 2012 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
INDENTURE dated as of March 28, 2012 among Global Geophysical Services, Inc., a Delaware corporation, the Guarantors (as defined) and The Bank of New York Mellon Trust Company, N.A., as trustee.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 19th, 2010 • Global Geophysical Services Inc • Oil & gas field exploration services • Texas
This Indemnification Agreement (“Agreement”) is effective as of the day of , , by and between GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (the “Company”) and (“Indemnitee”).
11,500,00 Shares GLOBAL GEOPHYSICAL SERVICES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 16th, 2010 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
REGISTRATION RIGHTS AGREEMENT Dated as of April 27, 2010 by and amongRegistration Rights Agreement • April 27th, 2010 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
This Agreement is made pursuant to the Purchase Agreement, dated April 22, 2010 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of April 27, 2010, among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).
Global Geophysical Services, Inc. PURCHASE AGREEMENTPurchase Agreement • March 30th, 2012 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
Global Geophysical Services, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you, as the initial purchasers (the “Initial Purchasers”), $50 million in aggregate principal amount of its 10.500% Senior Notes due 2017 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Offering Memorandum (as defined below), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into among the Company, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guaranteed (the “Guarantees”) by the guarantors listed in Schedule II hereto (together the “Guarantors”). As used herein, the term “Notes” shall include the Guarantees, unless the c
EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2013 • Global Geophysical Services Inc • Oil & gas field exploration services • Texas
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of January 25, 2013 (the “Effective Date”), by and between Global Geophysical Services, Inc., a Delaware Corporation (“GGS” or “Company”), and Ross G. Peebles (“Executive”). Executive and the Company are collectively referred to in this Agreement as the “Parties” and individually as a “Party.”
7,500,00 Shares GLOBAL GEOPHYSICAL SERVICES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2010 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
SECOND LIEN PREFERRED FLEET MORTGAGECredit Agreement • January 19th, 2010 • Global Geophysical Services Inc • Oil & gas field exploration services
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2006 • Global Geophysical Services Inc • Texas
This Employment Agreement (this "Agreement") is made and entered into by and between Global Geophysical Services, Inc. (hereinafter referred to as "Employer"), and Craig M. Murrin, an individual currently resident in Houston, Texas (hereinafter referred to as "Employee"), effective as of May 27, 2005 (the "Effective Date").
FIRST LIEN CREDIT AGREEMENT dated as of January 16, 2008, among GLOBAL GEOPHYSICAL SERVICES, INC., THE LENDERS PARTY HERETO and CREDIT SUISSE, as Administrative Agent and Collateral AgentFirst Lien Credit Agreement • August 4th, 2008 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
FIRST LIEN CREDIT AGREEMENT dated as of January 16, 2008 among GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined in Article 1), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
FIRST AMENDED AND RESTATED BACKSTOP CONVERSION COMMITMENT AGREEMENT AMONG GLOBAL GEOPHYSICAL SERVICES, INC., CERTAIN SUBSIDIARIES OF GLOBAL GEOPHYSICAL SERVICES, INC. AND THE INVESTORS PARTY HERETO Dated as of October 16, 2014Backstop Conversion Commitment Agreement • October 16th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
THIS FIRST AMENDED AND RESTATED BACKSTOP CONVERSION COMMITMENT AGREEMENT (this “Agreement”), dated as of October 16, 2014, is made by and among Global Geophysical Services, Inc. (as a debtor in possession and a reorganized debtor, as applicable, the “Company”) and certain Subsidiaries of the Company (each such Subsidiary and the Company, as a debtor in possession and a reorganized debtor, as applicable, a “Debtor” and collectively, the “Debtors”), on the one hand, and the Investors set forth on Schedule 1 hereto (each referred to herein individually as an “Investor” and collectively as the “Investors”), on the other hand, and amends, restates and supersedes in its entirety that certain Backstop Conversion Commitment Agreement dated as of September 23, 2014 and executed by the same parties (the “Original Agreement”). The Company, each other Debtor and each Investor is referred to herein as a “Party” and collectively, the “Parties.” Capitalized terms used herein have the meanings ascribe
WARRANT AGREEMENTWarrant Agreement • October 16th, 2009 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
This WARRANT AGREEMENT (this “Agreement”) dated as of March 29, 2007, is entered into by and among Global Geophysical Services, Inc., a Delaware corporation (the “Company”), Kelso Investment Associates VII, L.P., a Delaware limited partnership (“KIA”) and KEP VI, LLC, a Delaware limited liability company (“KEP,” KIA and KEP, collectively, the “Purchaser”).
GRANT OF A SECURITY INTEREST -- PATENTSGlobal Geophysical Services Inc • April 8th, 2014 • Oil & gas field exploration services
WHEREAS, Global Geophysical Services, Inc. (the "Grantor") holds all right, title and interest in the letter patents, design patents and utility patents listed on the attached Schedule A, which patents are issued or applied for in the United States Patent and Trademark Office (the "Patents");
EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 2009 • Global Geophysical Services Inc • Oil & gas field exploration services • Texas
This Employment Agreement (this “Agreement”) is made and entered into by and between Global Geophysical Services, Inc. (hereinafter referred to as “Employer”), and Barry L. Weinman, an individual currently resident in Collin County, Texas (hereinafter referred to as “Employee”), effective as of June 5, 2008 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2006 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 18, 2006, is by and among Global Geophysical Services, Inc., a Delaware corporation (the "Company"), Orpheus Holdings LLC (the "Administrative Agent").
AMENDMENT NO. 1 TO FIRST PREFERRED FLEET MORTGAGEFirst Preferred Fleet Mortgage • February 22nd, 2012 • Global Geophysical Services Inc • Oil & gas field exploration services
This Amendment No. 1 to FIRST PREFERRED FLEET MORTGAGE dated as of June 8, 2011 and effective as of June 9, 2011, (this " Agreement ") is among GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (the " Shipowner "), and BANK OF AMERICA, N.A., a national banking association, as administrative agent, as mortgagee (in such capacity, the " Mortgagee ").
CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • January 19th, 2010 • Global Geophysical Services Inc • Oil & gas field exploration services • Texas
This CONSTRUCTION LOAN AGREEMENT (“Agreement”) is executed effective as of the day of February, 2008, by and between GLOBAL GEOPHYSICAL SERVICES, INC., a Texas corporation, d/b/a GGS Seismic, Inc. (“Global”), GGS INTERNATIONAL HOLDINGS, INC., a Texas corporation and AUTOSEIS, INC., a Texas corporation whose address is 3535 Briarpark Drive, Suite 200, Houston, Texas, 77042, and CITIBANK, N.A., a national banking association (“Lender”), whose address is 2000 West Sam Houston Parkway South, Suite 600, Houston, Texas 77042.
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services • Texas
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of January 10, 2014 (the “Effective Date”), by and between Global Geophysical Services, Inc., a Delaware Corporation (“GGS” or “Company”), and Sean M. Gore (“Executive”). Executive and the Company are collectively referred to in this Agreement as the “Parties” and individually as a “Party.”
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 28, 2012, by and among Global Geophysical, Inc., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Guarantors”) and...Registration Rights Agreement • March 30th, 2012 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
This Agreement is made pursuant to the Purchase Agreement, dated March 23, 2012 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of March 28, 2012, among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).
DEPOSIT AGREEMENT among GLOBAL GEOPHYSICAL SERVICES, INC., COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of December 13, 2013Deposit Agreement • December 13th, 2013 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
DEPOSIT AGREEMENT, dated as of December 13, 2013, among Global Geophysical Services, Inc., a Delaware corporation, Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered national association, collectively, as Depositary, and the holders from time to time of the Receipts described herein.
GRANT OF A SECURITY INTEREST --TRADEMARKSGlobal Geophysical Services Inc • April 8th, 2014 • Oil & gas field exploration services
WHEREAS, Global Microseismic Services, Inc. (the "Grantor") has adopted, used and is using, and holds all right, title and interest in and to, the trademarks and service marks listed on the attached Schedule A, which trademarks and service marks are registered or applied for in the United States Patent and Trademark Office (the "Trademarks");
TPG SPECIALTY LENDING, INC. New York, NY 10019Financing Agreement • April 8th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services
This letter sets forth certain fees payable by Global Geophysical Services, Inc., a Delaware corporation (the "Company") in connection with the Financing Agreement, dated as of September 30, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the "Financing Agreement"; terms not otherwise defined herein shall have the meaning set forth in the Financing Agreement), by and among the Company, and certain Subsidiaries of the Company, as Guarantors, the Lenders from time to time party thereto, TPG Specialty Lending, Inc., a Delaware corporation ("TSL"), as administrative agent for the Lenders (in such capacity, "Administrative Agent"), as collateral agent for the Lenders (in such capacity, "Collateral Agent"), and as co-lead arranger (in such capacity, the "TSL Co-Lead Arranger"), and Tennenbaum Capital Partners, LLC ("TCP"), as co-lead arranger (in such capacity, the "TCP Co-Lead Arranger" and together with the TSL Co-Lead Arranger, each a "Co-Lead A
AMENDMENT NO. 3 TO FIRST PREFERRED FLEET MORTGAGECredit Agreement • July 23rd, 2012 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
This Amendment No. 3 to FIRST PREFERRED FLEET MORTGAGE dated as of July 20, 2012 and effective as of July 20, 2012, (this "Agreement") is among GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (the "Shipowner"), and BANK OF AMERICA, N.A., a national banking association, as administrative agent, as mortgagee (in such capacity, the "Mortgagee").
SECOND LIEN CREDIT AGREEMENT dated as of January 16, 2008, among GLOBAL GEOPHYSICAL SERVICES, INC., THE LENDERS PARTY HERETO and CREDIT SUISSE, as Administrative Agent and Collateral AgentLien Credit Agreement • January 19th, 2010 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
SECOND LIEN CREDIT AGREEMENT dated as of January 16, 2008 among GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined in Article 1), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
GLOBAL GEOPHYSICAL SERVICES, INC. d/b/a GGS Seismic, Inc., as Grantor (Borrower) to DALE H. ANDREAS, as Trustee and AMEGY MORTGAGE COMPANY, L.L.C. d/b/a iCap Realty Advisors of Texas, as Beneficiary (Lender)Deed of Trust and Security Agreement • August 10th, 2006 • Global Geophysical Services Inc
THIS DEED OF TRUST AND SECURITY AGREEMENT (the "Security Instrument") is made as of March , 2006, by GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation, qualified to do business in the State of Texas as "d/b/a GGS Seismic, Inc." having its principal place of business at 3535 Briar Park, Suite 200, Houston, Texas 77042, as grantor ("Borrower") to DALE H. ANDREAS, having an address at 4576 Research Forest Drive, The Woodlands, Texas, as trustee ("Trustee") for the benefit of AMEGY MORTGAGE COMPANY, L.L.C. d/b/a iCap Realty Advisors of Texas, a Texas limited liability company, having an address at 4576 Research Forest Drive, The Woodlands, Texas 77381, as beneficiary ("Lender").
PLEDGE SUPPLEMENT October 31, 2013Pledge Supplement • April 8th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services
This PLEDGE SUPPLEMENT is delivered by GGS Lease Co., Inc. (formerly Paisano Lease Co., Inc.), a Texas corporation (the “Grantor”), pursuant to (i) that certain Pledge and Security Agreement, dated as of September 30, 2013 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among the Grantors named therein, and TPG SPECIALTY LENDING, INC., as the Collateral Agent and (ii) Section 5.1(n) of the Financing Agreement referred to therein (the “Financing Agreement”). Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.
SECOND LIEN CREDIT AGREEMENT dated as of January 16, 2008, among GLOBAL GEOPHYSICAL SERVICES, INC., THE LENDERS PARTY HERETO and CREDIT SUISSE, as Administrative Agent and Collateral AgentLien Credit Agreement • August 4th, 2008 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
SECOND LIEN CREDIT AGREEMENT dated as of January 16, 2008 among GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined in Article 1), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
GUARANTY AND COLLATERAL AGREEMENT DATED AS OF MAY 18, 2006 MADE BY GLOBAL GEOPHYSICAL SERVICES, INC. AND EACH OF THE OTHER OBLIGORS (AS DEFINED HEREIN) IN FAVOR OF GUGGENHEIM CORPORATE FUNDING, LLC, AS ADMINISTRATIVE AGENTGuaranty and Collateral Agreement • August 10th, 2006 • Global Geophysical Services Inc • New York
This GUARANTY AND COLLATERAL AGREEMENT, dated as of May 18, 2006, is made by Global Geophysical Services, Inc., a Delaware corporation qualified to do business in Texas as "GGS Seismic, Inc." ("Borrower") (the Borrower, together with any other Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, the "Obligors"), in favor of Guggenheim Corporate Funding, LLC, as administrative agent (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the lenders (the "Lenders") from time to time parties to the Term Loan Agreement, dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), among the Borrower, the Lenders and the Administrative Agent.
SECOND LIEN COLLATERAL AGREEMENTSecond Lien Collateral Agreement • August 4th, 2008 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
SECOND LIEN COLLATERAL AGREEMENT (this “Agreement”), dated as of January 16, 2008, by and among GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (the “Borrower”), GGS INTERNATIONAL HOLDINGS, INC., a Texas corporation (“GGS International”), AUTOSEIS, INC., a Texas corporation (“Autoseis”) and any Additional Grantor (as defined below) who may become party to this Agreement (Autoseis, GGS International and such Additional Grantors, collectively, with the Borrower, the “Grantors” and each, a “Grantor”), in favor of CREDIT SUISSE, as second lien Collateral Agent (in such capacity, the “Collateral Agent”) for the ratable benefit of the Secured Parties (such term and each other capitalized term used but not defined herein having the meaning assigned thereto in the Credit Agreement), including the banks and other financial institutions (the “Lenders”) from time to time parties to the Second Lien Credit Agreement, dated of even date herewith (as amended, restated, supplemented or other
SHORT TERM LEASE AGREEMENT OFFICE BUILDINGTerm Lease Agreement • August 10th, 2006 • Global Geophysical Services Inc
This Lease Agreement made and entered into as of the day of , 2004, between United States Professional Tennis Association, hereinafter referred to as "Landlord" and Global Geophysical Services, Inc., hereinafter referred to as "Tenant":
FIRST LIEN COLLATERAL AGREEMENTFirst Lien Collateral Agreement • August 4th, 2008 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
FIRST LIEN COLLATERAL AGREEMENT (this “Agreement”), dated as of January 16, 2008, by and among GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (the “Borrower”), GGS INTERNATIONAL HOLDINGS, INC., a Texas corporation (“GGS International”), AUTOSEIS, INC., a Texas corporation (“Autoseis”) and any Additional Grantor (as defined below) who may become party to this Agreement (Autoseis, GGS International and such Additional Grantors, collectively, with the Borrower, the “Grantors” and each, a “Grantor”), in favor of CREDIT SUISSE, as first lien Collateral Agent (in such capacity, the “Collateral Agent”) for the ratable benefit of the Secured Parties (such term and each other capitalized term used but not defined herein having the meaning assigned thereto in the Credit Agreement), including the banks and other financial institutions (the “Lenders”) from time to time parties to the First Lien Credit Agreement, dated of even date herewith (as amended, restated, supplemented or otherwis
GUARANTY Dated as of April 30, 2010Guaranty • March 18th, 2011 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to Global Geophysical Services, Inc. (the “Borrower”) by the Beneficiaries (as defined below), each of the undersigned Guarantors (each a “Guarantor” and, collectively, the “Guarantors”) hereby furnishes its guaranty (this “Guaranty”) of the Obligations (as hereinafter defined) to the Beneficiaries and to Bank of America, N.A. as administrative agent for the Lenders (the “Administrative Agent”) as follows:
To: [Name]:Performance Unit Award Agreement • November 26th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services
You have been selected as a recipient of performance units (“Performance Units”) under the Global Geophysical Services, Inc. 2006 Incentive Compensation Plan, as amended and restated effective as of February 5, 2010, and as thereafter amended (the “Plan”). This Award Agreement (“Agreement”) and the Plan together govern your rights and set forth all of the conditions and limitations affecting such rights. Terms used in this Agreement that are defined in the Plan will have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms will supersede and replace the conflicting terms of this Agreement.
AMENDMENT #3 TO LEASE AGREEMENTLease Agreement • August 10th, 2006 • Global Geophysical Services Inc
WHEREAS, UNITED STATES PROFESSIONAL TENNIS ASSOCIATION, hereinafter called "Landlord," and GLOBAL GEOPHYSICAL SERVICES, INC., hereinafter called "Tenant," entered into a Lease Agreement dated the 4th day of November, 2004 for approximately 4,500 square feet of rentable area located in the 3535 Briarpark Office Building, 3535 Briarpark, Suite 200, Houston, Texas, said Lease Agreement commencing November 5, 2004 and expiring February 28, 2005; and,
