JOINDER AND AMENDMENT NO. 1
TO
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

THIS JOINDER AND AMENDMENT NO. 1 (this Amendment) is entered into as of September 8, 2006, by and among GEOKINETICS INC., a Delaware corporation (Geokinetics), GEOPHYSICAL DEVELOPMENT CORPORATION, a Texas corporation (GDC), QUANTUM GEOPHYSICAL, INC., a Texas corporation (Quantum), TRACE ENERGY SERVICES LTD., an entity organized under the laws of Canada (Trace Energy (Canada)), and TRACE ENERGY SERVICES, INC., a Texas corporation (Trace Energy (U.S.)) (Geokinetics, GDC, Quantum, Trace Energy (Canada) and Trace Energy (U.S.), each an Existing Borrower, and collectively, the Existing Borrowers), GEOKINETICS HOLDINGS, INC., a Delaware corporation (Geokinetics Holdings), GRANT GEOPHYSICAL, INC., a Delaware corporation (Grant Geophysical), GRANT GEOPHYSICAL (INTL), INC., a Texas corporation (Grant Geophysical International), GRANT GEOPHYSCAL CORP., a Texas corporation (Grant Corp), GRANT SERVICES, INC., a Texas corporation (Grant Services), ADVANCED SEISMIC TECHNOLOGY, INC. (Advanced Seismic and together with Geokinetics Holdings, Grant Geophysical, Grant Geophysical International, Grant Corp and Grant Services, each a New Borrower and collectively, the New Borrowers),  PNC BANK, NATIONAL ASSOCIATION (PNC), the various financial institutions named therein or which hereafter become a party thereto, (together with PNC, collectively, Lenders) and PNC, as agent for the Lenders (in such capacity, Agent).  The New Borrowers and the Existing Borrowers, individually a Borrower and collectively, the Borrowers.

BACKGROUND

WHEREAS, Existing Borrowers, Agent and Lenders are parties to a Revolving Credit, Term Loan and Security Agreement dated as of June 12, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the Loan Agreement) pursuant to which Agent and Lenders provide Borrowers with certain financial accommodations.

WHEREAS, in connection with the foregoing, Existing Borrowers have requested that Agent and Lenders amend certain provisions of the Loan Agreement as hereafter provided, and Agent and Lenders are willing to do so on the terms and conditions hereafter set forth.

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

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

2.             Amendments to Loan Agreement.

(a)         The definition of Purchasing Lender set forth in Section 1.2 of the Loan Agreement is hereby amended by deleting the text Section 16.3 contained therein and inserting the text Section 16.3(c) in lieu thereof.

(b)         The definition of Transferee set forth in Section 1.2 of the Loan Agreement is hereby amended by deleting the text Section 16.3(c) contained therein and inserting the text Section 16.3(d) in lieu thereof.

(c)         Section 1.2 of the Loan Agreement is hereby further amended by inserting the following defined terms in appropriate alphabetical order:

Advanced Seismic shall mean Advanced Seismic Technology, Inc., a Texas corporation.

Asset Sale shall mean the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by Geokinetics or any of the Subsidiaries to any person other than Geokinetics or any Subsidiary of (a) any Equity Interests of any of the Subsidiaries or (b) any other assets of Geokinetics or any of its Subsidiaries.

Consolidated EBITDA shall mean, for any period, Consolidated Net Income for such period plus

(a)           without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of

(i)            consolidated interest expense for such period,

(ii)           consolidated income tax expense for such period,

(iii)          foreign currency translation gain or loss,

(iv)          all amounts attributable to depreciation and amortization for such period,

(v)           non-recurring fees and expenses incurred in connection with the Transactions,

(vi)          any non-cash charges (other than the write-down of current assets) for such period,

minus (b) without duplication all cash payments made during such period on account of non-cash charges added to Consolidated Net Income pursuant to clause (a)(vi) above in a previous period.

Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to the Grant Acquisition, and Asset Sales (other than any dispositions in the ordinary course of business) consummated at any time on or after the first day of the respective Test Period as if the Grant Acquisition had been effected on the first day of such period and as if each such Asset Sale had been consummated on the day prior to the first day of such period.

2

Consolidated Net Income shall mean, for any period with respect to any person, the net income or loss of such person for such period determined on a consolidated basis in accordance with GAAP; provided, that there shall be excluded (without duplication):

(a)           the income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Subsidiary,

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