Case Document 139 Filed in TXSB on 04/08/14 Page 1 of 20

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1 Case Document 139 Filed in TXSB on 04/08/14 Page 1 of 20 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS CORPUS CHRISTI DIVISION In re Chapter 11 AUTOSEIS, INC., et al. 1 Case No Debtors. Jointly Administered DEBTORS EXPEDITED APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF ROTHSCHILD INC. AS FINANCIAL ADVISOR AND INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION AND REQUEST FOR AN EXPEDITED HEARING NOTICE UNDER BLR (b) AND (i) THIS MOTION SEEKS AN ORDER THAT MAY ADVERSELY AFFECT YOU. IF YOU OPPOSE THE MOTION, YOU SHOULD IMMEDIATELY CONTACT THE MOVING PARTY TO RESOLVE THE DISPUTE. IF YOU AND THE MOVING PARTY CANNOT AGREE, YOU MUST FILE A RESPONSE AND SEND A COPY TO THE MOVING PARTY. YOU MUST FILE AND SERVE YOUR RESPONSE WITHIN 21 DAYS OF THE DATE THIS WAS SERVED ON YOU. YOUR RESPONSE MUST STATE WHY THE MOTION SHOULD NOT BE GRANTED. IF YOU DO NOT FILE A TIMELY RESPONSE, THE RELIEF MAY BE GRANTED WITHOUT FURTHER NOTICE TO YOU. IF YOU OPPOSE THE MOTION AND HAVE NOT REACHED AN AGREEMENT, YOU MUST ATTEND THE HEARING. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT MAY CONSIDER EVIDENCE AT THE HEARING AND MAY DECIDE THE MOTION AT THE HEARING. EXPEDITED RELIEF HAS BEEN REQUESTED. IF THE COURT CONSIDERS THE MOTION ON AN EXPEDITED BASIS, THEN YOU WILL HAVE LESS THAN 21 DAYS TO ANSWER. IF YOU OBJECT TO THE REQUESTED RELIEF OR IF YOU BELIEVE THAT THE EXPEDITED CONSIDERATION IS NOT WARRANTED, YOU SHOULD FILE AN IMMEDIATE RESPONSE. REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY. 1 The Debtors in these chapter 11 cases are: Autoseis, Inc. (5224); Global Geophysical Services, Inc. (4281); Global Geophysical EAME, Inc. (2130); GGS International Holdings, Inc. (2420); Accrete Monitoring, Inc. (2256); and Autoseis Development Company (9066).

2 Case Document 139 Filed in TXSB on 04/08/14 Page 2 of 20 By this application (the Application ), Global Geophysical Services, Inc. ( GGS ) and the other debtors in possession in the above-captioned cases (collectively with GGS, the Debtors ) respectfully request that the Court enter an order, substantially in the form filed herewith, pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the Bankruptcy Code ), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Rules and of the Local Bankruptcy Rules of the United States Bankruptcy Court for the Southern District of Texas (the Local Bankruptcy Rules ), (i) authorizing the Debtors to employ and retain Rothschild Inc. ( Rothschild ) as the Debtors financial advisor and investment banker, nunc pro tunc to April 1, 2014, in accordance with the terms and conditions set forth in that certain engagement letter dated as of April 1, 2014 (the Engagement Letter ), a copy of which is attached as Exhibit 1 to the proposed order filed herewith; (ii) approving the terms of Rothschild s employment and retention, including the fee and expense structure and the indemnification, contribution, reimbursement, and related provisions set forth in the Engagement Letter; (iii) permitting submission of time in half-hour rather than tenth-hour increments; and (iv) granting such other and further relief as is just and proper. In support of this Application, the Debtors submit the Declaration of Neil A. Augustine, Executive Vice Chairman of North American GFA and Co-Chair of the North American Debt Advisory and Restructuring Group (the Augustine Declaration ), which is attached hereto as Exhibit A, and represent as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and The Court s consideration of this Motion is a core proceeding under 28 U.S.C. 157(b). Venue of this proceeding is proper in this district pursuant to 28 U.S.C and Active

3 Case Document 139 Filed in TXSB on 04/08/14 Page 3 of 20 PROCEDURAL BACKGROUND 2. On March 25, 2014 (the Petition Date ), the Debtors filed voluntary petitions for relief in this Court under chapter 11 of the Bankruptcy Code. 3. The Debtors remain in possession of their property and are operating their business as debtors-in-possession, pursuant to sections 1107 and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee has been requested or appointed in these chapter 11 cases. BACKGROUND 4. A description of the Debtors business, capital structure, and the events leading to these chapter 11 cases is set forth in the Declaration of Sean M. Gore in Support of First Day Motions and Applications (the First Day Declaration ) (Docket No. 12) and is incorporated herein by reference. RELIEF REQUESTED 5. By this Application, the Debtors seek entry of order substantially in the form filed herewith, pursuant to sections 327(a) and 328(a) of title 11 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016 and Local Bankruptcy Rules and , (a) authorizing the Debtors to employ and retain Rothschild Inc. ( Rothschild ) as the Debtors financial advisor and investment banker, nunc pro tunc to April 1, 2014, in accordance with the terms and conditions set forth in the Engagement Letter; (b) approving the terms of Rothschild s employment and retention, including the fee and expense structure and the indemnification, contribution, reimbursement, and related provisions set forth in the Engagement Letter; (c) permitting submission of time in half-hour rather than tenth-hour increments; and (d) granting such other and further relief as is just and proper. Active

4 Case Document 139 Filed in TXSB on 04/08/14 Page 4 of 20 BASIS FOR RELIEF A. Rothschild s Qualifications 6. The Debtors seek to retain Rothschild as their financial advisor and investment banker because, among other things, Rothschild has extensive experience in and an excellent reputation for providing high-quality investment banking and financial advisory services primarily to debtors in bankruptcy reorganizations and other restructurings. 7. Rothschild is a member of one of the world s leading independent investment banking groups, with more than forty offices in more than thirty countries. Rothschild has expertise in domestic and cross-border restructurings, mergers and acquisitions, new capital raises and other financial advisory and investment banking services, and particular experience in providing high-quality financial advice to financially troubled companies. Rothschild is an experienced bankruptcy and restructuring advisor primarily to debtors and advises debtors in a variety of industries. Rothschild is highly qualified to advise on strategic alternatives and its professionals have extensive experience in deals involving complex financial and operational restructurings. Rothschild is a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. 8. Rothschild and its professionals have extensive experience working with financially troubled companies from a variety of industries in complex financial restructurings, both out of court and in chapter 11 cases. Notably, Rothschild served as financial advisor and investment banker to Geokinetics, Inc. and its affiliated debtors, which had a similar business model within the same industry as the Debtors business. See In re Geokinetics Inc., et al., Case No (Bankr. D. Del. Apr. 2, 2013). Rothschild s business reorganization professionals have served as financial and strategic advisors in numerous other cases, including, among others: Active

5 Case Document 139 Filed in TXSB on 04/08/14 Page 5 of 20 In re Physiotherapy Holdings, Inc., Case. No (KG) (Bankr. D. Del. Dec. 17, 2013); In re Metro Affiliates, Inc. (Atlantic Express), Case. No (SHL) (Bankr. S.D.N.Y. Dec. 4, 2013); In re LCI Holding Co., Inc., Case No (KG) (Bankr. D. Del. Jan. 10, 2013); In re First Place Financial Corp., Case No (Bankr. D. Del. Dec. 12, 2012); In re Allied Systems Holdings, Inc., Case No (CSS) (Bankr. D. Del. Oct. 16, 2012); In re Arcapita Bank B.S.C.(c), Case No (SHL) (Bankr. S.D.N.Y. July 9, 2012); In re Global Aviation Holdings Inc., Case No (CEC) (Bankr. E.D.N.Y. Mar. 22, 2012); In re AMR Corp., Case No (SHL) (Bankr. S.D.N.Y. Mar. 2, 2012); In re Filene s Basement, LLC, Case No (KJC) (Bankr. D. Del. Feb. 8, 2012); In re Coach Am Group Holdings Corp., Case No (KG) (Bankr. D. Del. Jan. 27, 2012); In re Nassau Broadcasting Partners, L.P., Case No (KG) (Bankr. D. Del. Nov. 21, 2011); In re Inner City Media Corp., Case No (SCC) (Bankr. S.D.N.Y. Nov. 18, 2011); In re Nebraska Book Co., Inc., Case No (PJW) (Bankr. D. Del. Aug. 10, 2011); In re DSI Holdings, Inc., Case No (KJC) (Bankr. D. Del. July 19, 2011); In re Sbarro, Inc., Case No (SCC) (Bankr. S.D.N.Y. May 4, 2011); In re Harry & David Holdings, Inc., Case No (MFW) (Bankr. D. Del. Apr. 27, 2011); In re Blockbuster Inc., Case No (BRL) (Bankr. S.D.N.Y. Nov. 2, 2010); In re Neenah Enterprises Inc., Case No (MFW) (Bankr. D. Del. Mar. 8, 2010); In re Penton Business Media Holdings, Inc., Case No (AJG) (Bankr. S.D.N.Y. Mar. 5, 2010); In re Affiliated Media Inc., Case No (KJC) (Bankr. D. Del. Mar. 3, 2010); In re Trident Resources Corp., Case No (MFW) (Bankr. D. Del. Jan. 28, 2010); In re FairPoint Commc ns, Inc., Case No (BRL) (Bankr. S.D.N.Y. Jan. 11, 2010); In re MIG, Inc., Case No (KG) (Bankr. D. Del. Sept. 4, 2009); In re Sea Launch Co., LLC, Case No (BLS) (Bankr. D. Del. Aug. 20, 2009); Active

6 Case Document 139 Filed in TXSB on 04/08/14 Page 6 of 20 In re Visteon Corp., Case No (CSS) (Bankr. D. Del. July 1, 2009); In re Sun-Times Media Group, Inc., Case No (CSS) (Bankr. D. Del. May 12, 2009); In re Tronox Inc., Case No (ALG) (Bankr. S.D.N.Y. Jan. 12, 2009); In re PPI Holdings, Inc., Case No (KG) (Bankr. D. Del. Feb. 4, 2009); In re Recycled Paper Greetings Inc., Case No (KG) (Bankr. D. Del. Jan. 23, 2009); In re Milacron Inc., Case No (JVA) (Bankr. S.D. Ohio Apr. 6, 2009); In re Circuit City Stores, Inc., Case No (KRH) (Bankr. E.D. Va. Jan. 9, 2009); In re VeraSun Energy Corp., Case No (BLS) (Bankr. D. Del. Jan. 6, 2009); In re Motor Coach Industries Int l, Inc., Case No (BLS) (Bankr. D. Del. Oct. 17, 2008); In re BHM Technologies Holdings, Case No (SWD) (Bankr. W.D. Mich. July 25, 2008); In re Hilex Poly Co. LLC, Case No (KJC) (Bankr. D. Del. May 30, 2008); In re Werner Holding Co. (DE), Inc., Case No (KJC) (Bankr. D. Del. Aug. 14, 2006) In re Delphi Corp., Case No (RDD) (Bankr. S.D.N.Y. Nov. 30, 2005); In re Northwest Airlines Corp., Case No (ALG) (Bankr. S.D.N.Y. Sept. 14, 2005); In re AAIPharma Inc., Case. No (PJW) (Bankr. D. Del. June 8, 2005); In re Solutia Inc., Case No (PCB) (Bankr. S.D.N.Y. May 14, 2004); In re Int'l Wire, Case No (BRL) (Bankr. S.D.N.Y. July 1, 2004); In re New World Pasta Co., Case No (MDF) (Bankr. M.D. Pa. June 18, 2004); In re James River Coal Co., Case No (MFH) (Bankr. M.D. Tenn. May 23, 2003); In re Superior TeleCom Inc., Case No (KJC) (Bankr. D. Del. Apr. 10, 2003); In re WestPoint Stevens, Inc., Case No (RDD) (Bankr. S.D.N.Y. June 3, 2003); In re UAL Corp., Case No (ERW) (Bankr. N.D. Ill. Dec. 9, 2002); In re Viasystems Group, Inc., Case No (ALG) (Bankr. S.D.N.Y. Nov. 21, 2002); and In re Guilford Mills, Inc., Case No (BRL) (Bankr. S.D.N.Y. June 26, 2002). Active

7 Case Document 139 Filed in TXSB on 04/08/14 Page 7 of In light of the size and complexity of these chapter 11 cases, the resources, capabilities, and experience of Rothschild in advising the Debtors are crucial to the Debtors successful restructuring. An experienced investment bank and financial advisor, such as Rothschild, fulfills a critical need that complements the services offered by the Debtors other restructuring professionals by evaluating strategic alternatives, raising financing, and rendering investment banking services to the Debtors in connection with their ongoing restructuring efforts. For these reasons and especially due to Rothschild s particular experience working with bankruptcy debtors with similar business models within the Debtors industry, the Debtors submit that Rothschild is both well qualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient and timely manner and that, therefore, Rothschild s services as a capable and experienced investment bank and financial advisor are necessary and beneficial to the Debtors restructuring efforts and the success of these chapter 11 cases. B. Services to be Provided 10. The parties have entered into the Engagement Letter, which governs the relationship between the Debtors and Rothschild. The terms and conditions of the Engagement Letter were negotiated between the Debtors and Rothschild and reflect the parties mutual agreement as to the substantial efforts that will be required in this engagement. Under the Engagement Letter, in consideration for the compensation contemplated thereby, Rothschild has provided and has agreed to provide the following services: 1 (a) (b) identify and/or initiate potential Transactions; review and analyze the operating and financial strategies of the Debtors; 1 All descriptions and summaries of the Engagement Letter in this Application are provided for convenience only. In the event of any inconsistency between the descriptions and summaries in this Application and the Engagement Letter, the terms of the Engagement Letter control. Capitalized terms used but not defined herein have the meanings ascribed to them in the Engagement Letter. Active

8 Case Document 139 Filed in TXSB on 04/08/14 Page 8 of 20 (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) review and analyze the business plans and financial projections prepared by the Debtors including, but not limited to, testing assumptions and comparing those assumptions to historical Debtors and industry trends; evaluate the Debtors debt capacity in light of projected cash flows and assist in the determination of an appropriate capital structure for the Debtors; assist the Debtors and their other professionals in reviewing the terms of any proposed Transaction, in responding thereto and, if directed, in evaluating alternative proposals for a Transaction, whether in connection with a Plan or otherwise; determine a range of values for the Debtors and any securities that the Debtors offer or propose to offer in connection with a Transaction; advise the Debtors on the risks and benefits of considering a Transaction with respect to the Debtors intermediate and long-term business prospects and strategic alternatives to maximize the business enterprise value of the Debtors, whether pursuant to a Plan or otherwise; review and analyze any proposals the Debtors receive from third parties in connection with a Transaction, including, without limitation, any proposals for debtor-in-possession financing, as appropriate; assist or participate in negotiations with the parties in interest, including, without limitation, any current or prospective creditors of, holders of equity in, or claimants against the Debtors and/or their respective representatives in connection with a Transaction; advise the Debtors with respect to, and attend, meetings of the Debtors board of directors, creditor groups, official constituencies and other interested parties, as necessary; if requested by the Debtors, participate in hearings before the Bankruptcy Court and provide relevant testimony with respect to the matters described herein (including testifying at the final hearing for any debtor-in-possession financing) and issues arising in connection with any proposed Plan; and render (to the extent permitted by further orders of the Bankruptcy Court) such other financial advisory and investment banking services as may be agreed upon by Rothschild and the Debtors. 11. The services that Rothschild will provide to the Debtors are necessary to enable the Debtors to maximize the value of their estates. The Debtors believe that the services will not duplicate the services that other professionals will be providing to the Debtors in these chapter Active

9 Case Document 139 Filed in TXSB on 04/08/14 Page 9 of cases. Specifically, Rothschild will carry out unique functions and will use reasonable efforts to coordinate with the Debtors other retained professionals to avoid the unnecessary duplication of services. C. Professional Compensation 12. In consideration of the services to be provided by Rothschild, and as more fully described in the Engagement Letter, subject to the Court s approval, the Debtors have agreed to pay Rothschild the proposed compensation and expense reimbursements in the Engagement Letter (the Fee and Expense Structure ), which may be summarized as follows: (a) Monthly Fee : $250,000 per month for the first three months, then $150,000 per month. (b) Completion Fee : $3,000,000, payable once, upon confirmation and effectiveness of a Plan or closing of a Transaction. (c) (d) (e) (f) New Capital Fee : Payable upon the closing of each commitment of new capital (i) 1.0% of the face amount of senior secured debt raised other than debtor-inpossession financing; (ii) 2.0% of the face amount of junior secured debt raised other than debtor-in-possession financing; (iii) 4.0% of unsecured debt raised; and (iv) 6.0% of equity capital, capital convertible into equity or hybrid capital raised. provided, that to the extent any New Capital Raise consists of any new capital raised from existing creditors or equity holders of the Company ( Existing Stakeholder New Capital ), the New Capital Fee with respect to such Existing Stakeholder New Capital shall not exceed $500,000 (it being understood that the full New Capital Fee shall remain payable with respect to any other new capital raised as part of any such New Capital Raise). Monthly Fee Credit: Half of Monthly Fees paid in excess of $750,000 will be credited once against any Completion or New Capital Fee, up to the amount of such fee. New Capital Fee Credit: Half of any portion of a New Capital Fee paid (other than any New Capital Fee paid with respect to Existing Stakeholder New Capital) will be credited once against any Completion Fee, up to the amount of such fee. Expenses: The Debtors shall reimburse Rothschild for its reasonable expenses, including, without limitation, the reasonable fees, disbursements and other charges of Rothschild s counsel (without the requirement that the retention of such counsel be approved by the Bankruptcy Court). The Debtors have agreed that Rothschild s reimbursable counsel fees may include, without limitation, fees Active

10 Case Document 139 Filed in TXSB on 04/08/14 Page 10 of 20 incurred in representing Rothschild s interests during the pendency and following the conclusion of these chapter 11 cases, such as may be incurred in connection with Rothschild s retention and payment. 13. Additional services not contemplated by the Engagement Letter will require additional compensation to be mutually agreed, subject to Bankruptcy Court approval. 14. Rothschild has not shared or agreed to share any of its compensation from the Debtors with any other person, other than as permitted by Bankruptcy Code section The Debtors and Rothschild intend the Fee and Expense Structure to function as and be an interrelated, integrated unit, in correspondence with Rothschild s services, which Rothschild renders not in parts, but as a whole. It would be contrary to the intention of Rothschild and the Debtors for any isolated component of the entire Fee and Expense Structure to be treated as sufficient consideration for any isolated portion of Rothschild s services. Instead, the Debtors and Rothschild intend that Rothschild s services be considered as a whole that is to be compensated by the Fee and Expense Structure in its entirety. 16. The Debtors and Rothschild rigorously negotiated the terms of the Fee and Expense Structure, with the involvement of counsel to the debtor-in-possession lenders. In conjunction with such rigorous negotiations, the Debtors compared Rothschild s fee proposal to the other proposals received by the Debtors in the investment banking selection process in determining the level and reasonableness of the Fee and Expense Structure. The Debtors also compared Rothschild s proposed fees with the range of investment banking fees in other large and complex chapter 11 cases. In both instances, the Debtors found Rothschild s proposed fees to be reasonable and within the range of other comparable transactions. 17. Rothschild s strategic and financial expertise, as well as its capital markets knowledge, financing skills, restructuring capabilities, and mergers and acquisitions expertise, some or all of which may be required by the Debtors during the term of Rothschild s engagement Active

11 Case Document 139 Filed in TXSB on 04/08/14 Page 11 of 20 hereunder, were important factors in determining and evaluating the Fee and Expense Structure. The Fee and Expense Structure has been agreed upon by the parties in anticipation that a substantial commitment of professional time and effort will be required of Rothschild and its professionals hereunder, that such commitment may foreclose other opportunities for Rothschild, and that the actual time and commitment required of Rothschild and its professionals to perform its services hereunder may vary substantially from week to week or month to month. The Debtors believe that the ultimate benefit of Rothschild s services hereunder cannot be measured by reference to the number of hours to be expended by Rothschild s professionals in the performance of such services. 18. Further, the Fee and Expense Structure is comparable to compensation generally charged by other firms of similar stature to Rothschild for comparable engagements, both in and out of bankruptcy. Rothschild and the Debtors believe that the foregoing compensation arrangements are both reasonable and market-based, and consistent with Rothschild s normal and customary billing practices for comparably sized and complex cases, both in and out of court, involving the services to be provided in these chapter 11 cases. 19. The Debtors submit, in addition to the foregoing, that Rothschild is both well qualified and uniquely able to perform these services and assist the Debtors in these chapter 11 cases due to not only its general experience in advising bankruptcy debtors but to Rothschild s recent experience advising bankruptcy debtors engaged in the same industry as and with a similar business model to the Debtors. Therefore, the Debtors believe that Rothschild s services will assist the Debtors in a successful outcome of these chapter 11 cases. Active

12 Case Document 139 Filed in TXSB on 04/08/14 Page 12 of 20 D. Rothschild s Disinterestedness 20. To the best of the Debtors knowledge: (i) Rothschild is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code and does not hold or represent an interest materially adverse to the Debtors estates; and (ii) except to the extent disclosed herein and in the Augustine Declaration, Rothschild has no connection to the Debtors, their creditors or other parties in interest in these chapter 11 cases. 21. As set forth in further detail in the Augustine Declaration, Rothschild has certain connections with creditors, equity security holders and other parties in interest in these chapter 11 cases. All of these matters, however, are unrelated to these chapter 11 cases. Rothschild does not believe that any of these matters represent an interest materially adverse to the Debtors estates or otherwise create a conflict of interest regarding the Debtors or these chapter 11 cases. 22. As Rothschild s engagement commenced postpetition, Debtors do not owe Rothschild for any fees or expenses incurred prior to the Petition Date, and Rothschild did not receive any payments from the Debtors during the ninety days immediately preceding the Petition Date. 23. To the extent that any new relevant facts or relationships bearing on the matters described herein during the period of Rothschild s retention are discovered or arise, Rothschild will use reasonable efforts to file promptly a supplemental declaration, as required by Bankruptcy Rule 2014(a). Active

13 Case Document 139 Filed in TXSB on 04/08/14 Page 13 of 20 LEGAL AUTHORITY A. The Court Should Authorize the Debtors to Retain and Employ Rothschild as Financial Advisor and Investment Banker. 24. The Debtors seek authority to employ and retain Rothschild as their financial advisor and investment banker under section 327 of the Bankruptcy Code, which provides that a debtor is authorized to employ professional persons that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [Debtors] in carrying out their duties under this title. 11 U.S.C. 327(a). 25. In addition, the Debtors seek approval of the Engagement Letter (including, without limitation, the Fee and Expense Structure and the Indemnification Obligations (as defined below)) pursuant to section 328(a) of the Bankruptcy Code, which provides, in relevant part, that the Debtors with the court s approval, may employ or authorize the employment of a professional person under section on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis U.S.C. 328(a). Section 328 of the Bankruptcy Code permits the compensation of professionals, including financial advisors and investment bankers, on more flexible terms that reflect the nature of their services and market conditions. As the United States Court of Appeals for the Fifth Circuit recognized in Donaldson Lufkin & Jenrett Sec. Corp. v. Nat l Gypsum Co. (In re Nat l Gypsum Co.), 123 F.3d 861 (5th Cir. 1997): Prior to 1978 the most able professionals were often unwilling to work for bankruptcy estates where their compensation would be subject to the uncertainties of what a judge thought the work was worth after it had been done. That uncertainty continues under the present 330 of the Bankruptcy Code, which provides that the court award to professional consultants reasonable compensation based on relevant factors of time and comparable costs, etc. Under present 328 the professional may avoid that uncertainty by obtaining court approval of compensation agreed to with the trustee (or debtor or committee). Active

14 Case Document 139 Filed in TXSB on 04/08/14 Page 14 of F.3d 861, 862 (5th Cir. 1997) (internal citations and emphasis omitted). To mitigate this inherent uncertainty, courts have approved similar arrangements that contain reasonable terms and conditions under Bankruptcy Code section 328. See, e.g., In re ATP Oil & Gas Corp, Case No (Bankr. S.D. Tex. Oct. 4, 2012); In re Scotia Development LLC, Case No (Bankr. S.D. Tex. March 15 & 20, 2007); In re Source Interlink Cos., Inc., Case No (Bankr. D. Del. May 21, 2009); In re Chemtura Corp., Case No (Bankr. S.D.N.Y. June 23, 2009); In re Charter Commc ns, Inc., Case No (Bankr. S.D.N.Y. Apr. 15, 2009); In re Lyondell Chem. Co., Case No (Bankr. S.D.N.Y. Feb. 25, 2009); In re Mervyn s Holdings, LLC, Case No (Bankr. D. Del. Aug. 26, 2008); In re Calpine Corp., Case No (Bankr. S.D.N.Y. Apr. 26, 2006). 26. Furthermore, the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 amended section 328(a) of the Bankruptcy Code, which now provides as follows: The trustee, or a committee appointed under section 1102 of this title, with the court s approval, may employ or authorize the employment of a professional person under section 327 or 1103 of this title, as the case may be, on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. 11 U.S.C. 328(a) (amendment emphasized). This change makes clear that the Debtors are able to retain a professional on a fixed or percentage fee basis, such as the Fee and Expense Structure, with bankruptcy court approval. 27. Similar fixed and contingency fee arrangements have been approved and implemented by courts in other large chapter 11 cases. See, e.g., In re ATP Oil & Gas Corp., Case No (Bankr. S.D. Tex. Oct. 4, 2012); In re Scotia Development LLC, Case No (Bankr. S.D. Tex. March 15 & 20, 2007); In re Penton Business Media Holdings, Inc., Case No (AJG) (Bankr. S.D.N.Y. Mar. 5, 2010); In re FairPoint Commc ns, Inc., Active

15 Case Document 139 Filed in TXSB on 04/08/14 Page 15 of 20 Case No (BRL) (Bankr. S.D.N.Y. Jan 11, 2010); In re Calpine Corp., Case No (BRL) (Bankr. S.D.N.Y. May 2, 2006); In re Tower Auto., Inc., Case No (ALG) (Bankr. S.D.N.Y. Jun. 15, 2005); In re Spiegel, Case No (CB) (Bankr. S.D.N.Y. Aug. 7, 2003); In re NextWave Pers. Commc ns, Inc., Case No (ASH) (Bankr. S.D.N.Y. Oct. 1, 2001); In re Casual Male Corp., Case No (REG) (Bankr. S.D.N.Y. Jul. 20, 2001); see also In re New Century TRS Holdings, Inc., Case No (KJC) (Bankr. D. Del. Apr. 26, 2007). Accordingly, the Debtors believe that Rothschild s retention on the terms and conditions proposed herein is appropriate. 28. The Debtors believe the Fee and Expense Structure set forth in the Engagement Letter is reasonable and that the terms and condition of employment and should be approved under Bankruptcy Code section 328(a). The Fee and Expense Structure appropriately reflects (i) the nature and scope of services to be provided by Rothschild, (ii) Rothschild s substantial experience with respect to investment banking and financial advisory services, and (iii) the fee and expense structures typically utilized by Rothschild and other leading investment banks and financial advisory firms that do not bill their clients on an hourly basis and generally are compensated on a transactional basis. In particular, the Debtors believe the Fee and Expense Structure creates a proper balance between monthly and contingency fees based on the successful consummation of certain sales and other transactions concerning the Debtors assets, including any plan of reorganization; raises of new capital; the significant financial advisory services to be performed; and the overall success of these chapter 11 cases. Moreover, Rothschild s substantial experience with respect to investment banking and financial advisory services, coupled with their experience working with debtors in the Debtors particular business field, further suggest the reasonableness of the Fee and Expense Structure. Active

16 Case Document 139 Filed in TXSB on 04/08/14 Page 16 of In light of the foregoing and given the numerous issues Rothschild may be required to address in the performance of its services hereunder, Rothschild s commitment to the variable level of time and effort necessary to address all such issues as they arise, and the market prices for Rothschild s services for engagements of this nature (both out of court and in a chapter 11 context), the Debtors believe that the Fee and Expense Structure is market-based and fair and reasonable under the standards set forth in Bankruptcy Code section 328(a). B. The Court Should Approve the Indemnification Obligations as Modified. 30. As part of the overall compensation payable to Rothschild under the terms of the Engagement Letter, the Debtors have agreed to certain indemnification and contribution obligations (the Indemnification Obligations ), as set forth in Exhibit A to the Engagement Letter (the Indemnification Agreement ). These provide, among other things, to indemnify, hold harmless and provide contribution and reimbursement to Rothschild and its affiliates, counsel and other professional advisors, and the respective directors, officers, controlling persons, agents and employees of each of the foregoing under certain circumstances. In connection with the Application, Rothschild has agreed to certain customary modifications to the Indemnification Obligations that are incorporated into the Proposed Order. 31. The indemnification provisions contained in the Engagement Letter are customary and reasonable for financial advisory and investment banking engagements, both in and out of court, and reflect the qualifications and limitations on indemnification provisions that have been approved in this and other jurisdictions. See, e.g., In re ATP Oil & Gas Corp., Case No (Bankr. S.D. Tex. Oct. 4, 2012); In re Scotia Dev. LLC, Case No (Bankr. S.D. Tex. March 15 & 20, 2007); In re Penton Business Media Holdings, Inc., Case No (AJG) (Bankr. S.D.N.Y. Mar. 5, 2010); In re FairPoint Commc ns, Inc., Case No Active

17 Case Document 139 Filed in TXSB on 04/08/14 Page 17 of 20 (BRL) (Bankr. S.D.N.Y. Jan 11, 2010); In re Charter Commc ns, Inc., Case No (JMP) (Bankr. S.D.N.Y. Apr. 15, 2009); In re Movie Gallery, Inc., Case No (DOT) (Bankr. E.D. Va. Oct. 18, 2007); In re New Century TRS Holdings, Inc., Case No (KJC) (Bankr. D. Del. Apr. 26, 2007); In re Calpine Corp., Case No (BRL) (Bankr. S.D.N.Y. May 2, 2006); In re Foamex Int l, Inc., Case No (PJW) (Bankr. D. Del. Oct. 17, 2005); In re Spiegel, Case No (CB) (Bankr. S.D.N.Y. Aug. 7, 2003); In re Oakwood Homes Corp., Case No (PJW) (Bankr. D. Del. Jul. 21, 2003); In re Acterna, Case No (BRL) (Bankr. S.D.N.Y. Jun. 24, 2003). 32. The Indemnification Obligations were fully negotiated between the Debtors and Rothschild at arm s length, and the Debtors respectfully submit that the Indemnification Obligations are reasonable and customary for financial advisory and investment banking engagements both out of court and in chapter 11 cases and are in the best interests of the Debtors, their estates, and their creditors. Accordingly, as part of this Application, the Debtors request that this Court approve the Indemnification Obligations under Bankruptcy Code section 328(a). TIME KEEPING AND EXPENSE RECORDS 33. The Debtors believe Rothschild should be excused from the requirement to keep detailed time records similar to those customarily kept by attorneys and required by the General Order in the Matter of Procedures for Complex Chapter 11 Cases (the Uniform Complex Rules ). It is not the general practice of financial advisory and investment banking firms, including Rothschild, to keep detailed time records similar to those customarily kept by attorneys. Because Rothschild does not ordinarily maintain contemporaneous time records in tenth-hour (0.1) increments or provide or conform to a schedule of hourly rates for its professionals, Rothschild should be excused from such information requirements. Rothschild Active

18 Case Document 139 Filed in TXSB on 04/08/14 Page 18 of 20 will instead maintain time records in half-hour (0.5) increments, setting forth, in a summary format, a description of the services rendered by each professional and the amount of time spent on each date by each such individual in rendering services on behalf of the Debtors. Rothschild will also maintain detailed records of any actual and necessary costs and expenses incurred in connection with the aforementioned services. REQUEST FOR EXPEDITED HEARING 34. The Debtors request that this Application be heard on an expedited basis. The services that Rothschild will provide to the Debtors will assist the Debtors and their other professionals in their preparation for the April 25, 2014 hearing on the Debtors debtor-inpossession financing motion. Rothschild needs the assurance of Court-approved retention prior to expending substantial effort and resources in such analysis and preparation, and this assurance would not be possible were this Application heard in accordance with the typical notice timeline. Further, the Debtors will already be appearing before the Court on April 14, 2014 at 10 a.m. (Central Time), at which time the Court will hear the Debtors Expedited Motion for an Order Authorizing Assumption of Executory Contracts Necessary for the Restatement of the Debtors Financial Statements [Docket No. 113]. Therefore, the Debtors request that this Application be heard on an expedited basis at the same hearing. WAIVER OF BANKRUPTCY RULE 6004(h) 35. To implement the foregoing successfully, the Debtors seek a waiver of the fourteen-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). NOTICE 36. Notice of this Motion has been provided to: (a) the Debtors and the Debtors professionals; (b) the United States Trustee for the Southern District of Texas; (c) the debtor-in- Active

19 Case Document 139 Filed in TXSB on 04/08/14 Page 19 of 20 possession lenders; (d) TPG Specialty Lending, Inc. and its counsel; (e) Tennenbaum Capital Partners, LLC and its counsel; (f) Bank of New York Mellon Trust Company, N.A. as indenture trustee; (g) the 30 largest unsecured creditors of the Debtors on a consolidated basis; (h) the Securities and Exchange Commission; (i) the Internal Revenue Service; (j) all statutory committees appointed in these cases; (k) all parties requesting notice under Rule 2002 of the Federal Rules of Bankruptcy Procedure; and (l) all parties on whom the Court orders notice. The Debtors believe that the notice provided for herein is fair and adequate and no other or further notice is necessary. [Remainder of the Page Intentionally Left Blank] Active

20 Case Document 139 Filed in TXSB on 04/08/14 Page 20 of 20

21 Case Document Filed in TXSB on 04/08/14 Page 1 of 25 EXHIBIT A AUGUSTINE DECLARATION

22 Case Document Filed in TXSB on 04/08/14 Page 2 of 25 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS CORPUS CHRISTI DIVISION In re Chapter 11 AUTOSEIS, INC., et al. 1 Case No Debtors. Jointly Administered DECLARATION OF NEIL A. AUGUSTINE IN SUPPORT OF DEBTORS EXPEDITED APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF ROTHSCHILD INC. AS FINANCIAL ADVISOR AND INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION AND REQUEST FOR AN EXPEDITED HEARING Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), Neil A. Augustine declares as follows: 1. I am an Executive Vice Chairman of North American GFA and Co-Chair of the North American Debt Advisory and Restructuring Group for the investment banking firm Rothschild Inc. ( Rothschild ). I am authorized to execute this declaration on behalf of Rothschild. Unless otherwise stated in this declaration, I have personal knowledge of the facts set forth herein. Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at Rothschild and are based on information provided to me by them. 2. This declaration is being submitted in connection with the proposed employment and retention of Rothschild as financial advisor and investment banker to the above-captioned debtors and debtors in possession (collectively, the Debtors ) to perform services as set forth in the Debtors Expedited Application for an Order Authorizing the Retention and Employment of 1 The Debtors in these chapter 11 cases are: Autoseis, Inc. (5224); Global Geophysical Services, Inc. (4281); Global Geophysical EAME, Inc. (2130); GGS International Holdings, Inc. (2420); Accrete Monitoring, Inc. (2256); and Autoseis Development Company (9066). Active

23 Case Document Filed in TXSB on 04/08/14 Page 3 of 25 Rothschild Inc. as Financial Advisor and Investment Banker for the Debtors and Debtors in Possession and Request for an Expedited Hearing (the Application ). 2 I submit this Declaration in compliance with Sections 327, 328, and 1107(a) of the Bankruptcy Code and to provide the disclosure required under Rule 2014(a), 2016, and 5002 of the Bankruptcy Rules and Rule of the Local Bankruptcy Rules. ROTHSCHILD S QUALIFICATIONS 3. Rothschild has extensive experience in and an excellent reputation for providing high-quality investment banking and financial advisory services to primarily debtors and creditors in bankruptcy reorganizations and other restructurings. 4. Rothschild is a member of one of the world s leading independent investment banking groups, with more than forty offices in more than thirty countries. Rothschild has expertise in domestic and cross-border restructurings, mergers and acquisitions, new capital raises and other financial advisory and investment banking services, and particular experience in providing high-quality financial advice to financially troubled companies. Rothschild is an experienced bankruptcy and restructuring advisor primarily to debtors and advises debtors in a variety of industries. Rothschild is highly qualified to advise on strategic alternatives and its professionals have extensive experience in deals involving complex financial and operational restructurings. Rothschild is a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. 5. Rothschild and its professionals have extensive experience working with financially troubled companies from a variety of industries in complex financial restructurings, both out of court and in chapter 11 cases. Notably, Rothschild served as financial advisor and investment banker to Geokinetics, Inc. and its affiliated debtors, which had a similar business 2 Capitalized terms used but not defined herein have the meanings ascribed to them in the Application. Active

24 Case Document Filed in TXSB on 04/08/14 Page 4 of 25 model within the same industry as the Debtors business. See In re Geokinetics Inc., et al., Case No (Bankr. D. Del. Apr. 2, 2013). Rothschild s business reorganization professionals have served as financial and strategic advisors in numerous other cases, including, among others: In re Physiotherapy Holdings, Inc., Case. No (KG) (Bankr D. Del. Dec. 17, 2013); In re Metro Affiliates, Inc. (Atlantic Express), Case. No (SHL) (Bankr S.D.N.Y. Dec. 4, 2013); In re LCI Holding Co., Inc., Case No (KG) (Bankr. D. Del. Jan. 10, 2013); In re First Place Financial Corp., Case No (Bankr. D. Del. Dec. 12, 2012); In re Allied Systems Holdings, Inc., Case No (CSS) (Bankr. D. Del. Oct. 16, 2012); In re Arcapita Bank B.S.C.(c), Case No (SHL) (Bankr. S.D.N.Y. July 9, 2012); In re Global Aviation Holdings Inc., Case No (CEC) (Bankr. E.D.N.Y. Mar. 22, 2012); In re AMR Corp., Case No (SHL) (Bankr. S.D.N.Y. Mar. 2, 2012); In re Filene s Basement, LLC, Case No (KJC) (Bankr. D. Del. Feb. 8, 2012); In re Coach Am Group Holdings Corp., Case No (KG) (Bankr. D. Del. Jan. 27, 2012); In re Nassau Broadcasting Partners, L.P., Case No (KG) (Bankr. D. Del. Nov. 21, 2011); In re Inner City Media Corp., Case No (SCC) (Bankr. S.D.N.Y. Nov. 18, 2011); In re Nebraska Book Co., Inc., Case No (PJW) (Bankr. D. Del. Aug. 10, 2011); In re DSI Holdings, Inc., Case No (KJC) (Bankr. D. Del. July 19, 2011); In re Sbarro, Inc., Case No (SCC) (Bankr. S.D.N.Y. May 4, 2011); In re Harry & David Holdings, Inc., Case No (MFW) (Bankr. D. Del. Apr. 27, 2011); In re Blockbuster Inc., Case No (BRL) (Bankr. S.D.N.Y. Nov. 2, 2010); In re Neenah Enterprises Inc., Case No (MFW) (Bankr. D. Del. Mar. 8, 2010); In re Penton Business Media Holdings, Inc., Case No (AJG) (Bankr. S.D.N.Y. Mar. 5, 2010); In re Affiliated Media Inc., Case No (KJC) (Bankr. D. Del. Mar. 3, 2010); In re Trident Resources Corp., Case No (MFW) Active

25 Case Document Filed in TXSB on 04/08/14 Page 5 of 25 (Bankr. D. Del. Jan. 28, 2010); In re FairPoint Commc ns, Inc., Case No (BRL) (Bankr. S.D.N.Y. Jan. 11, 2010); In re MIG, Inc., Case No (KG) (Bankr. D. Del. Sept. 4, 2009); In re Sea Launch Co., LLC, Case No (BLS) (Bankr. D. Del. Aug. 20, 2009); In re Visteon Corp., Case No (CSS) (Bankr. D. Del. July 1, 2009); In re Sun-Times Media Group, Inc., Case No (CSS) (Bankr. D. Del. May 12, 2009); In re Tronox Inc., Case No (ALG) (Bankr. S.D.N.Y. Jan. 12, 2009); In re PPI Holdings, Inc., Case No (KG) (Bankr. D. Del. Feb. 4, 2009); In re Recycled Paper Greetings Inc., Case No (KG) (Bankr. D. Del. Jan. 23, 2009); In re Milacron Inc., Case No (JVA) (Bankr. S.D. Ohio Apr. 6, 2009); In re Circuit City Stores, Inc., Case No (KRH) (Bankr. E.D. Va. Jan. 9, 2009); In re VeraSun Energy Corp., Case No (BLS) (Bankr. D. Del. Jan. 6, 2009); In re Motor Coach Industries Int l, Inc., Case No (BLS) (Bankr. D. Del. Oct. 17, 2008); In re BHM Technologies Holdings, Case No (SWD) (Bankr. W.D. Mich. July 25, 2008); In re Hilex Poly Co. LLC, Case No (KJC) (Bankr. D. Del. May 30, 2008); In re Werner Holding Co. (DE), Inc., Case No (KJC) (Bankr. D. Del. Aug. 14, 2006) In re Delphi Corp., Case No (RDD) (Bankr. S.D.N.Y. Nov. 30, 2005); In re Northwest Airlines Corp., Case No (ALG) (Bankr. S.D.N.Y. Sept. 14, 2005); In re AAIPharma Inc., Case. No (PJW) (Bankr. D. Del. June 8, 2005); In re Solutia Inc., Case No (PCB) (Bankr. S.D.N.Y. May 14, 2004); In re Int'l Wire, Case No (BRL) (Bankr. S.D.N.Y. July 1, 2004); In re New World Pasta Co., Case No (MDF) (Bankr. M.D. Pa. June 18, 2004); In re James River Coal Co., Case No (MFH) (Bankr. M.D. Tenn. May 23, 2003); In re Superior TeleCom Inc., Case No (KJC) (Bankr. D. Del. Apr. 10, 2003); In re WestPoint Stevens, Inc., Case No (RDD) (Bankr. S.D.N.Y. June 3, 2003); In re UAL Corp., Case No (ERW) (Bankr. N.D. Ill. Dec. 9, Active

26 Case Document Filed in TXSB on 04/08/14 Page 6 of ); In re Viasystems Group, Inc., Case No (ALG) (Bankr. S.D.N.Y. Nov. 21, 2002); and In re Guilford Mills, Inc., Case No (BRL) (Bankr. S.D.N.Y. June 26, 2002). 6. The resources, capabilities and experience of Rothschild in advising the Debtors are crucial to the Debtors chapter 11 strategy. A financial advisor and investment banker with a deep bench of experience, such as Rothschild, fulfills a critical need that complements the services offered by the Debtors other restructuring professionals. The Debtors require the services of a capable and experienced financial advisor and investment banker such as Rothschild. 7. Further, as Rothschild also served as financial advisor and investment banker to Geokinetics, Inc. and its affiliated debtors, companies with essentially the same business model within the same industry as the Debtors business, Rothschild is well-positioned to provide advice tailored to the Debtors business and has unique experience that would benefit these particular Debtors in navigating the restructuring process. See In re Geokinetics Inc., et al., Case No (Bankr. D. Del. Apr. 2, 2013). 8. Rothschild believes that its services will not duplicate the services that other professionals will be providing to the Debtors in these chapter 11 cases. Rothschild will carry out unique functions and will use reasonable efforts to coordinate with the Debtors other retained professionals to avoid unnecessary duplication of services. Active

27 Case Document Filed in TXSB on 04/08/14 Page 7 of 25 PROFESSIONAL COMPENSATION 9. In consideration of the services to be provided by Rothschild, and as more fully described in the Engagement Letter, subject to the Court s approval, the Debtors have agreed to the Fee and Expense Structure, which may be summarized as follows: 3 (a) Monthly Fee : $250,000 per month for the first three months, then $150,000 per month. (b) Completion Fee : $3,000,000, payable once, upon confirmation and effectiveness of a Plan or closing of a Transaction. (c) (d) (e) (f) New Capital Fee : Payable upon the closing of each commitment of new capital (i) 1.0% of the face amount of senior secured debt raised other than debtor-inpossession financing; (ii) 2.0% of the face amount of junior secured debt raised other than debtor-in-possession financing; (iii) 4.0% of unsecured debt raised; and (iv) 6.0% of equity capital, capital convertible into equity or hybrid capital raised. provided, that to the extent any New Capital Raise consists of any new capital raised from existing creditors or equity holders of the Company ( Existing Stakeholder New Capital ), the New Capital Fee with respect to such Existing Stakeholder New Capital shall not exceed $500,000 (it being understood that the full New Capital Fee shall remain payable with respect to any other new capital raised as part of any such New Capital Raise). Monthly Fee Credit: Half of Monthly Fees paid in excess of $750,000 will be credited once against any Completion or New Capital Fee, up to the amount of such fee. New Capital Fee Credit: Half of any portion of a New Capital Fee paid (other than any New Capital Fee paid with respect to Existing Stakeholder New Capital) will be credited once against any Completion Fee, up to the amount of such fee. Expenses: The Debtors shall reimburse Rothschild for its reasonable expenses, including, without limitation, the reasonable fees, disbursements and other charges of Rothschild s counsel (without the requirement that the retention of such counsel be approved by the Bankruptcy Court). The Debtors have agreed that Rothschild s reimbursable counsel fees may include, without limitation, fees incurred in representing Rothschild s interests during the pendency and following the conclusion of these chapter 11 cases, such as may be incurred in connection with Rothschild s retention and payment. 3 All descriptions and summaries of the Engagement Letter in this Declaration are provided for convenience only. In the event of any inconsistency between the descriptions and summaries in this Declaration and the Engagement Letter, the terms of the Engagement Letter control. Active

28 Case Document Filed in TXSB on 04/08/14 Page 8 of Additional services not contemplated by the Engagement Letter will require additional compensation to be mutually agreed, subject to Bankruptcy Court approval. 11. Rothschild has not shared or agreed to share any of its compensation from the Debtors with any other person, other than as permitted by Bankruptcy Code section The Debtors and Rothschild intend the Fee and Expense Structure to function as and be an interrelated, integrated unit, in correspondence with Rothschild s services, which Rothschild renders not in parts, but as a whole. It would be contrary to the intention of Rothschild and the Debtors for any isolated component of the entire Fee and Expense Structure to be treated as sufficient consideration for any isolated portion of Rothschild s services. Instead, the Debtors and Rothschild intend that Rothschild s services be considered as a whole that is to be compensated by the Fee and Expense Structure in its entirety. 13. The Debtors and Rothschild rigorously negotiated the terms of the Fee and Expense Structure, with the involvement of counsel to the debtor-in-possession lenders. 14. Rothschild s restructuring expertise, as well as its capital markets knowledge, financing skills and mergers and acquisitions expertise, some or all of which may be required by the Debtors during the term of Rothschild s engagement hereunder, were important factors in determining the Fee and Expense Structure. The ultimate benefit to the Debtors derived from the services provided by Rothschild hereunder cannot be measured by a reference to the number of hours expended by Rothschild s professionals. 15. The Fee and Expense Structure has been agreed upon by the parties in anticipation that a substantial commitment of professional time and effort will be required of Rothschild and its professionals hereunder, that such commitment may foreclose other opportunities for Rothschild, and that the actual time and commitment required of Rothschild Active

29 Case Document Filed in TXSB on 04/08/14 Page 9 of 25 and its professionals to perform its services hereunder may vary substantially from week to week or month to month. The ultimate benefit of Rothschild s services cannot be measured by reference to the number of hours to be expended by Rothschild s professionals in the performance of such services. 16. The Fee and Expense Structure is comparable to compensation generally charged by other firms of similar stature to Rothschild for comparable engagements, both in and out of bankruptcy. Rothschild believes that the foregoing compensation arrangements are both reasonable and market-based, and consistent with Rothschild s normal and customary billing practices for comparably sized and complex cases, both in and out of court, involving the services to be provided in these chapter 11 cases. TIME KEEPING AND EXPENSE RECORDS 17. It is not the general practice of financial advisory and investment banking firms, including Rothschild, to keep detailed time records similar to those customarily kept by attorneys. Because Rothschild does not ordinarily maintain contemporaneous time records in tenth-hour (0.1) increments or provide or conform to a schedule of hourly rates for its professionals, Rothschild should be excused from such information requirements. Rothschild will instead maintain time records in half-hour (0.5) increments, setting forth, in a summary format, a description of the services rendered by each professional and the amount of time spent on each date by each such individual in rendering services on behalf of the Debtors. Rothschild will also maintain detailed records of any actual and necessary costs and expenses incurred in connection with the aforementioned services. ROTHSCHILD S DISINTERESTEDNESS 18. In connection with its proposed retention by the Debtors in these chapter 11 cases, Rothschild undertook to determine whether it had any conflicts or other relationships that might Active

30 Case Document Filed in TXSB on 04/08/14 Page 10 of 25 cause it not to be disinterested or to hold or represent an interest adverse to the Debtors. Specifically, Rothschild obtained from the Debtors and/or their representatives the names of individuals and entities that may be parties in interest in these Chapter 11 cases ( Potential Parties in Interest ), and such parties are listed on Schedule 1 attached hereto. 19. To the best of my knowledge and belief, Rothschild has not represented any Potential Parties in Interest in connection with matters relating to the Debtors, their estates, assets, or businesses and will not represent other entities which are creditors of, or have other relationships to, the Debtors in matters relating to these chapter 11 cases except as set forth herein and in Schedule 2 attached hereto. 20. To the best of my knowledge, no individual assignment described in Schedule 2 accounts for more than 1% of Rothschild s gross annual revenue. 21. As Rothschild s engagement commenced postpetition, Debtors do not owe Rothschild for any fees or expenses incurred prior to the Petition Date, and Rothschild did not receive any payments from the Debtors during the ninety days immediately preceding the Petition Date. 22. Rothschild provides financial advice and investment banking services to an array of clients in the areas of restructuring and distressed debt. As a result, Rothschild has represented, and may in the future represent, certain Potential Parties in Interest in matters unrelated to these chapter 11 cases, either individually or as part of representation of a committee of creditors or interest holders. To the best of my knowledge, information and belief, insofar as I have been able to ascertain after reasonable inquiry, none of these representations are adverse to the Debtors interests. Active

31 Case Document Filed in TXSB on 04/08/14 Page 11 of To the best of my knowledge and belief, neither Rothschild nor I, nor any other employee of Rothschild that will work on the Debtors engagement, has any connection with or holds any interest adverse to the Debtors, their estates or the Potential Parties in Interest, except (i) as set forth in Schedule 2 and (ii) as otherwise set forth below: (a) (b) (c) Rothschild is a large investment banking firm and has likely provided services unrelated to the Debtors for companies and individuals that have conducted business in the past and/or currently conduct business with the Debtors, and who may be creditors of the Debtors. To the best of my knowledge, information and belief, Rothschild s services to these parties were and are wholly unrelated to the Debtors, their estates or these chapter 11 cases. As part of its practice, Rothschild appears in numerous cases, proceedings and transactions involving many different professionals, some of which may represent claimants and parties in interest in the Debtors chapter 11 cases. Furthermore, Rothschild has in the past and will likely in the future be working with or against other professionals involved in these cases in matters unrelated to these cases. Based on my current knowledge of the professionals involved, and to the best of my knowledge and information, none of these business relationships represents an interest materially adverse to the Debtors herein in matters upon which Rothschild is to be engaged. Rothschild, through the equity owners of its parent company, Rothschild North America Inc., has indirect affiliate relationships with numerous investment banking institutions located worldwide (the Affiliated Entities ). However, none of the Affiliated Entities is being retained in connection with this engagement and none of the professionals or employees of the Affiliated Entities will provide services to the Debtors in connection with this engagement. None of the professionals or employees of Rothschild has discussed or will discuss the Debtors cases with any professional or employee of the Affiliated Entities. Thus, there has not been and will not be any flow of information between Rothschild and any Affiliated Entity with respect to any matter pertaining to the Debtors or their chapter 11 cases. Rothschild can make no representation as to the disinterestedness of the professionals or employees of the Affiliated Entities in respect of the Debtors chapter 11 cases. 24. To the best of my knowledge, information, and belief, insofar as I have been able to ascertain after reasonable inquiry, Rothschild has not been retained to assist any entity or person other than the Debtors on matters relating to, or in direct connection with, these chapter 11 cases. Rothschild will, however, continue to provide professional services to entities Active

32 Case Document Filed in TXSB on 04/08/14 Page 12 of 25 or persons that may be creditors or equity security holders of the Debtors or interested parties in these chapter 11 cases, provided that such services do not relate to, or have any direct connection with, these chapter 11 cases or the Debtors. 25. I am not related or connected to and, to the best of my knowledge, no other professional of Rothschild who will work on this engagement is related or connected to, the United States Bankruptcy Judge for the Southern District of Texas, Corpus Christi Division, or any employee in the Office of the United States Trustee for the Southern District of Texas. 26. To the best of my knowledge, Rothschild has no agreement with any other entity to share with such entity any compensation received by Rothschild in connection with the Debtors bankruptcy cases. 27. Accordingly, except as otherwise set forth herein, insofar as I have been able to determine, none of Rothschild, I, nor any employee of Rothschild who will work on the engagement holds or represents any interest adverse to the Debtors or their estates, and Rothschild is a disinterested person as that term is defined in Bankruptcy Code section 101(14), as modified by section 1107(b), in that Rothschild, and its professionals and employees who will work on the engagement: (a) are not creditors, equity security holders, or insiders of the Debtors; (b) were not, within two years before the date of filing of the Debtors chapter 11 petitions, a director, officer or employee of the Debtors; and (c) do not have an interest materially adverse to the interest of the Debtors estates or any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. 28. If Rothschild discovers additional information that requires disclosure, Rothschild promptly will file a supplemental disclosure with the Court as required by Bankruptcy Rule Active

33 Case Document Filed in TXSB on 04/08/14 Page 13 of 25 and correct. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true Dated: April 8, 2014 By: Neil A. Augustine Executive Vice Chairman of North American GFA Co-Chair of the North American Debt Advisory and Restructuring Group Rothschild Inc. Active

34 Case Document Filed in TXSB on 04/08/14 Page 14 of 25 SCHEDULE 1 POTENTIAL PARTIES IN INTEREST

35 Case Document Filed in TXSB on 04/08/14 Page 15 of 25 Debtors and Affiliated Entities Global Geophysical Services, Inc. Global Geophysical Services Nigeria Ltd. Global Geophysical Services, Ltd. (Cayman Islands) Global Geophysical Services, SpA (Chile) Global Geophysical Services Sp.,z.o.o. (Poland) Global Geophysical Services Arabia, Ltd. (Saudi Arabia) Global Geophysical Services Canada, Inc. (Canada) GGS Lease Co., Inc. (TX) Global Microseismic Services, Inc. (TX) Autoseis, Inc. (TX) Global Eurasia, LLC (DE) GGS International Holdings, Inc. (TX) Global Servicos Geofisicos Ltda (Brazil) GGS Mexico Services, S. de R.L. de C.V. (Mexico) Global Geophysical Services, S. de R.L. de C.V. (Mexico) Global Geophysical Servicios S.A. (Ecuador) Global Geophysical Services (Isle of Man), Ltd. (Isle of Man) Expertise for Seismick Services, LLC (Iraq) Global Geophysical Services S.A.C. (Peru) Sensor Geophysical, Ltd. (Canada) Autoseis Development Company (TX) Global Neftegeophysica, LLC (Russia) Global Geophysical International Pensions Ltd. (Cayman Islands) The Global Geophysical EAME, Inc Accrete Monitoring, Inc. JVs and Partners SEI-GPI JV LLC PanGeo Subsea, Inc. Suhayl Abdul Mohsin Al Shoaibi & Sons Holding Company Limited MMS Holdings Group, LLC Restructuring Professionals Alvarez & Marsal North America, LLC Baker Botts LLP Evercore Joele Frank Schulte Roth & Zabel LLP Capstone Advisory Group Jordan, Hyden, Womble, Culreth & Holzer, P.C. Prime Clerk Houlihan Lokey Opportune Akin Gump Litigation Counterparties 1. Arbitration & Litigation Aguila Exploration Management, Inc. Algerian Customs Authority Amancio Rosas JR Arias, Rogelio Dignan, Michael Geonunes Consultoria Gomes, Marcos Aparecido Grant, Deliner Green, Pauline Hernandez, Eva, et al Jessie Thompson Johnson, Kaylan Lee, Archer Mandan, Keith Moreaux, Michael Perez, Idolina Ritz, Richard Rodney Victoria Rugley, Annie Sims, Brandon

36 Case Document Filed in TXSB on 04/08/14 Page 16 of 25 Texas Thibeaux, Gerald Vaquez, Luciano Vidrine, Logan Wilson, Ben Yaquian, Claudia 2. Claims & Disputes A. Alan Griffin Alpha Seismic Arredondo, Daniel BBG Services Bell, Charles Broussard, Marcus Brown, Phillip Campbell Ranch Cindy George DESCO Environmental Consultants, LP Dwight, Andrew Edward Mike Davis, LLC EOG Resources Inc. Goodrich Petroleum Corp. Griffin Ranch Hansen, Kolbjorn Hussein, Abdullah Krienke, Daniel Lighting Oil Company Lockhart, Stephen Marathon Oil Microseismic, Inc [MSI] Monsson Maritime Services Phils., Inc. New Gas [Coldstream Holdings] Ortega, Tyler Paisano, Inc. Perez, Emiliano Prodijapon LTDA Rally Petroleum Rout, Eric Samuel Waters Seabed Geosolutions (NL) BV Sensor Slack, Casey Soto, Ricardo Sprowls, Ray Tristan, Antonio Vasey, Steven Velasquez, Jose Velasquez, OscarWalker, Glenda Weems Geophysical, Inc. Woods, Anthony Workman, Edwin 3. Closed Advanced Ecology, Ltd. AJS Properties / Mr. Schnautz Alvarado, Roberto Manuel Diaz (Chile) ARCADIS Baumann, Conrad Bay Marchaud Bean, William Beavers, et al Bering-Salinas 700 Ac Wildlife Preserve Boyd, David Boylan, Rodney BP Oman British Gas North Sea Holdings Limited Cade, Jim California Oil & Gas Corporation Central Freight Coral Marine, LLC Cuppetelli, Mark [Full Draw Ranch] Dilla, Kevin Discoverseis Peru SAC Eagle Geophysical Eastman Kodak Company Edding, Johnny & Cheryl Fedrick, Carolyn Ezell, William Forch, Robert Garza, Fernando George Miles Ranch GF Thomas Investments Gonzales, John Harper, John & James Harper, Jr., Miguel Hulse, Shammi & Lance Hulse Imperial Gas Resources Active

37 Case Document Filed in TXSB on 04/08/14 Page 17 of 25 James Ranch James, Lana JCM Minerals JGC Jordan, Frank & Connie Kingfisher Exploration Services, Inc. La Salle County / S. Texas Ranch Lemmon, Kenneth M/V GGS SCOUT/ M/V CORDELIA M/V MISS GINGER Macon, Rodney & Sharon Martin, Eddie Martinez, Julian Miller, Randy Mitchell, Joseph Mobley, Rex Mock, Paul Montgomery, Charles Moore, Kirk Morales Pakenham Ranch Seismic Survey Pallone, Pete Pearson, Dana D/B/A RAFTER P ENTERPRISES Pearson, Marvin PEMEX Pepson, Danell Petroceltic Petro-Hunt LLC Production Energy Services/Charles Bullock R&R Marine Maintenance & Port Arthur Offshore, Inc. Reese, Edward Repsol YPF (Argentina, Onshore seismic) Repsol YPF (Peru, Block 57) Rodriguez, Juan Sabine Towing & Transportation Co., Inc Salinas Salter, Templeton Sea Support & Century Boats Sea Support Ventures, LLC Silbaugh, David Smith, Joey & Phyllis Soto, Ricardo The Lipsey Triangle Family Ltd. & William B. Lipsey Thrash, Henry Touchet, Elisha TX RR Commission Usher, Chris Valbuena, Oscar White, Frank Wisner Trust Wolverine Current Officer or Director Mateescu, Adriana E. Branch, Caroline Skerl, Damir S. Riley Jr., Duncan W. Burnett Jr., F.W. Matelich, George E. Yapuncich, George T. Brasher, James E. Howell, Jeff M. Mccoy, Joseph P. Kurz, Karl F. Scott, Lawrence M. Sadykhov, Mark Flynn, Maurice Forrest, Michael C. Bahorich, Michael S. Pedersen II, Norman H. Verghese, P. Mathew Muse Jr., Ralph B. White, Richard C. Peebles, Ross G. Gore, Sean M. Malygin, Sergey Osborne, Stanley de J. Fleure, Thomas J. Lahouse, Thomas M. Terrell, Tracy C. Vanovac, Vladimir Active

38 Case Document Filed in TXSB on 04/08/14 Page 18 of 25 DIP Lenders ASOF II Investments, LLC Candlewood Special Situations Master Fund, Ltd. CWD OC 522 Master Fund, Ltd. Credit Suisse Loan Funding, LLC PEAK6 Achievement Master Fund Ltd. Thrid Avenue Trust, on behalf of Third Avenue Focused Credit Fund Wingspan Master Fund, LP, by Wingspan GP, LLC, as its general partner Senior Secured Lenders TPG Specialty Lending, Inc. Tennenbaum Capital Partners, LLC Secured Parties Amegy Bank National Association, Houston, TX Bank of America, N.A., as Administrative Agent, Dallas, TX British Arab Commercial Bank, UK California First Leasing Corporation, Irvine, CA CCA Financial, LLC, Richmond, VA Citibank, N.A., Houston, TX Corporation Service Company, as Representative, Springfield, IL First National Capital Corporation, Foothill Ranch, CA First National Capital, LLC, Houston, TX General Electric Capital Corporation, Billings, MT Glesby Marks Ltd, Houston, TX Kubota Credit Corporation, U.S.A., Suwanee, GA Marquette Equipment Finance, LLC, Midvale, UT SPRS, A Division of CSC, Springfield, IL TPG Specialty Lending, Inc., as Collateral Agent, New York, NY Varilease Finance Inc., Salt Lake City, UT Wells Fargo Equipment Finance, Inc., Minneapolis, MN California First National Bank, Irvine, CA VFI-SPV SL VII, Corp, Walled Lake, MI Somerset Leasing Corp VII, Bridgeport, CT Republic Bank, Inc., Bountiful, UT Wells Fargo, Richmond, VA Pacific Western Equipment Finance, Cottonwood Heights, UT Equity Holders Kelso & Co Bond Holders Tennenbaum Capital Partners, LLC American Securities Opportunities Advisors, LLC Candlewood Investment Group, L.P. Robeco Institutional Asset Management B.V. PIMCO - Pacific Investment Management Company UBS Securities, LLC Waddell & Reed Investment Management Company Fiera Capital Corporation (Asset Management) Euroclear Bank T. Rowe Price Associates, Inc. Ice Canyon, LLC USAA Asset Management Company Concise Capital, LLC Babson Capital Management, LLC Phoenix Investment Adviser, LLC Airlie Opportunity Capital Management, LP Stephenson and Company DuPont Capital Management Corporation Active

39 Case Document Filed in TXSB on 04/08/14 Page 19 of 25 LyonRoss Capital Management, LLC New Salem Investment Management, LLC Barclays Capital, Inc. Brownstone Investment Group, LLC Everest Capital, LLC (U.S.) Cornerstone Investment Management and Consulting, LLC Broyhill Asset Management, LLC Morgan Stanley Smith Barney, LLC Aegis Capital Corporation (Asset Management) Third Avenue Peak 6 Wingspan Administrative Agents and Banking Institutions The Bank of New York Mellon Trust Company, N.A. Insurance Providers ACE American Insurance Company American Guarantee and Liability Insurance Company Axis Insurance Company Federal Insurance Company via Starr Aviation Liberty Mutual Fire Insurance Company Lloyd's of London National Union Fire Ins. Company Navigators Insurance Company Starr Indemnity & Liability Company Travelers Casualty & Surety Co. of America Travelers Property Casualty Company of America Water Quality Insurance Syndicate Zurich American Insurance Company Landlords G&I VII Midway, LP Rosemont WTC Denver Operating LLC STP Preston Trails, LP Doris USA, Inc. (Sublessor) Interra Habitat Point West, LLC Solis Limited Balbir Singh Bhachu Rotrite Limited Rotrite Limited Abdlhmed Ahmed Nasser Arturo Carlos Tomas Posada Terrapuerto S.A. Finca Los Pinos JZ Parts & Services LLC K&K Recycling, Inc. Brice Sukakpak, LLC Fender Investment Group, LLC Broussard Brothers, Inc. Leland P. James Gloria Alcira Castillo de Castro Taxing Authorities Department of Treasury Internal Revenue Service Center Alaska Department of Revenue, Tax Division Corporation Income Tax Franchise Tax Board Colorado Department of Revenue Kansas Corporate Tax Louisiana Department of Revenue Montana Department of Revenue Nebraska Department of Revenue Office of State Tax Commissioner Oklahoma Tax Commission, Income tax PA Department of Revenue Texas Comptroller of Public Accounts Utah State Tax Commission West Virginia State Tax Department,Internal Auditing Division Alaska Dept. of Revenue Active

40 Case Document Filed in TXSB on 04/08/14 Page 20 of 25 Bienville Parish Clerk of Court Cotulla ISD Tax Office Dallas County Tax Office Jefferson Davis Parish School Board Lafourche Parish Sheriff's Office LaSalle County Tax Office Mike Sullivan Tax Assessor- Collector North Slope Borough Patsy Schultz Fort Bend Tax Assessor-Collector Richardson Independent Roosevelt County Treasure Treasury Division Denver Texas Comptroller Comptroller of Pubilc Accounts State of Delaware Division of Revenue Trade Vendors as of 3/21/14 Ion Geophysical Corporation Creation Technologies TX, LLC Greyco Seismic Personnel Cardno Entrix Landmark Graphics Corporation Omni Energy Seismic Services Corp. Voyager Fleet Systems Inc Discovery Acquisition Services, LLC Arctic Catering, Inc Great Slave Helicopters Caribou Construction Inc. RD Seismic LLC Sercel Inc. Abitibi Helicopters Langfang Dynamic Technologies Co. Lynden Transport, Inc. LJ Leasing, LLC Pariveda Solutions Vercet LLC Cougar Land Services, LLC R.A.M. Dozer Work Napsa Logistics Solutions Hewlett Packard Financial Services Magee Geophysical Service Evercore Group LLC Radulic, Inc. Creation Technologies Design Services Vehicle Source Products, Inc. Nana Oilfield Services, Inc. Pbx Systems LLC Dauterive Contractors, Inc Foreign Trade Export Packing Company Northeast Geophysical LLC Paradigm Geophysical Corp. Paisano Lease Co. Inc Geophysical Explorer Drilling Info Equipment Source Inc. Uhy LLP Ft Seismic Support Inc. Sensor Geophysical Ltd Advanced Geodetic Surveys Inc Blue Cross Blue Shield Of Texas Sirius Solutions, LLP Calfirst National Bank Ernst & Young Offshore Services Of Acadiana, LLC Lynden Air Freight Inc. Allstate Permit Services, L.P Pacific Western Equipment Finance Erickson Contract Surveying Inc Wex, Inc Slr International Corporatoin International Seismic Co Dynamic Technologies Ccr, LLC Robert Half International Inc. Fronk Oil Company Inc. Holt Cat Moody'S Investors Service Standard & Poor'S Minn-Alaska Transport Arguindegui Oil Co Ii Ltd Bradley-Morris, LLC Area Wide Protective, Inc Nyse Market. Inc Pacwest Drilling Supply, Inc. Fusion Petroleum Technologies, Inc. Active

41 Case Document Filed in TXSB on 04/08/14 Page 21 of 25 Evolve Customer Support Shi International Corp Eage Conferences Bv Navex Global, Inc RPS Tucker Sno-Cat Corporation Palmer Johnson Power Systems LLC Cambrian Consultants America, Inc. Triton Data Services Ipfs Corporation Magic Industries, Inc. Hydraquip Distribution Hampson-Russell Limited Partnership Broadleaf Group Neosystems AAPG Cruz Construction, Inc. Unique Digital Technology Inc Classic Alaska Trading Company Jetair Travel Logistics Gx Technology A-1 Wheel, Inc. Dell Marketing Lp Cable & Supplies, Inc. Delaware American Life Insurance Company Iberia Marine Service, LLC Blue Fin International Shipping LLC Lincoln Financial Group A-G Geophysical Products Inc Blackbox Migrations, LLC Goldstar Land Services, LLC Hyland Software, Inc. Lynden Air Freight Inc. Ardan Africa Ltd Aviones Y Helicopteros De Colombia Argeco Transpetrol De Los Llanos SAS Comercializadora Y Distribuidora Reyva BBP Logistics Ingenieria Y Soluciones Ambientales Del Meta Ltda Utilities Allied Waste Amerigas Arctic Slope Telephone AT&T Atmos Energy Chugach Electric Association Ferrellgas LP Fort Bend Co Water H.M.S. Telecom LLC Hudson Energy Norgasco, Inc. North Slope Generating TW Telecom TXU Energy Verizon Southwest Verizon Wireless Waste Management Lewisville Premiervoip ACS, Alaska Communication Comcast T-Mobile US Trustee, Judges and Court Brumfield-Brown, Nathalie Davis, Imelda Duran, Adrian Garcia, Leticia Goodwin, Valerie Hodge, Gloria Jue, Barbara Livingstone, Diane Robbins, Judy A. Schmidt, Richard Customers Afren International Aguila Exploration ANDL Servicos Geofisicos Ben Garcia BBG Services Chevron EAME Chesapeake Operating Inc. Colorado School of Mines DRH Dynamic Production, Inc Active

42 Case Document Filed in TXSB on 04/08/14 Page 22 of 25 EcoPetrol Edward Mike Davis, LLC Energy XXI EPL Oil & Gas Fino OilField Services Goodrich Petroleum Grandview Exploration Inc Greyco Seismic H&S Constructors, Inc. Halliburton Energy Harding Shelton Petroleum Hemisphere Energy Corp. Hess Corporation Hilcorp Energy Corp. HPO Global Resources Jetta Operating L.A. Contractors La Mesa Geophysical Legacy Oil & Gas Inc. Lewis Petro Properties Lightstream Resources Ltd Linc Energy Live Oak Holdings, Inc. Marathon Petroleum KDV Marsh Creek Matador MRC MicroSeismic Inc Murphy Exploration & Prod New Horizon Northwind Energy Partners Oracle Energy Penn West Exploration President PC Rene Hassete Repsol Exploracion Atlas Repsol Services Company Romex Resources Inc. Sabre International SAExploration (Canada) Salinas Construction Sanchez Oil & Gas Corp Sandpiper Energy Seisco Inc. Silverthorne Seismic Travis Salinas Taurus Energy Texas American Resources Total E&P Libya (TEPL) Tullow Kenya B.V. Union Gas Corporation Vecta Oil & Gas Ltd. Venoco Vermilion Energy Trust Whiting Petroleum Chevron Iraq (Sarta) Ltd and Chevron Iraq (Rovi) Ltd Cub Energy Inc. Dynamic Data Services Repsol Investigaciones Petroliferas, S.A. Sequndo Navarro Drilling (owned by Lewis) Active

43 Case Document Filed in TXSB on 04/08/14 Page 23 of 25 SCHEDULE 2 RELATIONSHIPS WITH POTENTIAL PARTIES-IN-INTEREST 1 Party in Interest American Securities Opportunities Advisors, LLC AT & T Bank of America, N.A., as Administrative Agent, Dallas, Texas Barclays Capital, Inc. Chevron EAME; Chevron Iraq (Sarta) Ltd and Chevron Iraq (Rovi) Corporation Service Company, as representative, Springfield, IL Eastman Kodak Company GE Capital Entity with which Rothschild has a Connection American Securities AT & T Bank of America Capital Investors & BAML Capital Partners Barclays Chevron Corporation Corporation Service Company Eastman Kodak Company GE Capital Nature of Connection Client pitches by Rothschild to portfolio company of American Securities on matters unrelated to GGS. Rothschild was involved in multiple transactions unrelated to GGS where American Securities was a participant. Former Rothschild client on matters unrelated to GGS. Rothschild Vendor. Client pitches by Rothschild on matters unrelated to GGS. Rothschild was involved in a transaction unrelated to GGS where Barclays was a participant. Former Rothschild client on matters unrelated to GGS. Rothschild Vendor. Client pitches by Rothschild on matters unrelated to GGS. Rothschild was involved in a transaction unrelated to GGS where GE Capital was a participant. 1 RINC has limited its search to the Parties in Interest provided by GGS on April 4, Affiliates, subsidiaries or parent companies of Parties In Interest have not been searched unless specifically noted.

44 Case Document Filed in TXSB on 04/08/14 Page 24 of 25 Party in Interest Hewlett Packard Financial Services Kelso & Co Morgan Stanley Smith Barney, LLC National Union Fire Insurance Company RPS Tennenbaum Entity with which Rothschild has a Connection Hewlett Packard Kelso Morgan Stanley & Co. National Union Fire Insurance Company of Pittsburgh, PA RPS Group Plc Tennenbaum Rothschild vendor. Nature of Connection Rothschild made pitches to represent Kelso in matters relating to GGS, but was not retained by Kelso for such matters. Client pitches by Rothschild on matters unrelated to GGS. Client pitches by Rothschild on matters unrelated to GGS. Rothschild Vendor. Client pitches by Rothschild on matters unrelated to GGS. Rothschild made pitches to represent Tennenbaum in matters relating to GGS, but was not retained by Tennenbaum for such matters. Tennenbaum was a shareholder and had a designee on the board of a former Rothschild client on matters unrelated to GGS. Rothschild was involved in multiple transactions unrelated to GGS where Tennenbaum was a participant. Client pitches by Rothschild on matters unrelated to GGS. Active

45 Case Document Filed in TXSB on 04/08/14 Page 25 of 25 Party in Interest Third Avenue TPG UBS Securities, LLC Entity with which Rothschild has a Connection Third Avenue TPG UBS AG Nature of Connection Rothschild was involved in a transaction unrelated to GGS where Third Avenue was a participant. David Resnick, a senior officer of Third Avenue, was formerly a Rothschild Managing Director. Rothschild made pitches to represent TPG in matters relating to GGS, but was not retained by TPG for such matters. A portfolio company of TPG was a former Rothschild client on matters unrelated to GGS. Rothschild was involved in multiple transactions unrelated to GGS where TPG was a participant. Client pitches by Rothschild on matters unrelated to GGS. Former Rothschild client on matters unrelated to GGS. Verizon Southwest & Verizon Wireless Verizon Client pitches by Rothschild on matters unrelated to GGS. Wingspan Wolverine Wingspan Wolverine Tube, Inc. Rothschild was involved in a transaction unrelated to GGS where Wingspan was a participant. A nephew of Neil A. Augustine of Rothschild is an employee of Wingspan. Former Rothschild client on matters unrelated to GGS. Active

46 Case Document Filed in TXSB on 04/08/14 Page 1 of 1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS CORPUS CHRISTI DIVISION In re Chapter 11 AUTOSEIS, INC., et al. 1 Case No Debtors. Jointly Administered ORDER SETTING EXPEDITED HEARING ON DEBTORS EXPEDITED APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF ROTHSCHILD INC. AS FINANCIAL ADVISOR AND INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION AND REQUEST FOR AN EXPEDITED HEARING Upon the request of Autoseis, Inc. and its debtor affiliates, as debtors and debtors-inpossession in the above-captioned chapter 11 cases (collectively, the Debtors ), for an expedited hearing on the above-captioned application (the Application ), and the Court finding good cause exists to grant the request, it is hereby ORDERED that an expedited hearing on the Application is hereby set on the Court s docket and will be heard at the following date, time, and location: Hearing Date and Time: Monday, April 14, 2014 at 10 a.m. (Central Time) Location: 1133 N. Shoreline Blvd., 2nd Floor, Corpus Christi, Texas Signed this day of THE HONORABLE RICHARD S. SCHMIDT UNITED STATES BANKRUPTCY JUDGE 1 The Debtors in these chapter 11 cases are: Autoseis, Inc. (5224); Global Geophysical Services, Inc. (4281); Global Geophysical EAME, Inc. (2130); GGS International Holdings, Inc. (2420); Accrete Monitoring, Inc. (2256); and Autoseis Development Company (9066).

47 Case Document Filed in TXSB on 04/08/14 Page 1 of 20 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS CORPUS CHRISTI DIVISION In re Chapter 11 AUTOSEIS, INC., et al. 1 Case No Debtors. Jointly Administered ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF ROTHSCHILD INC. AS FINANCIAL ADVISOR AND INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION Upon application (the Application ) 2 of the Debtors for entry of an order (this Order ) authorizing the Debtors to retain and employ Rothschild Inc. ( Rothschild ) as financial advisor and investment banker nunc pro tunc to April 1, 2014; and the Court having reviewed the Application and the Augustine Declaration, the Court HEREBY FINDS AS FOLLOWS: (a) (b) (c) (d) (e) (f) This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; The Application is a core proceeding pursuant to 28 U.S.C. 157(b); Venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C and 1409; Rothschild does not hold or represent an interest adverse to the Debtors estates; Rothschild is a disinterested person as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code; The terms and conditions of Rothschild s employment, including but not limited to the Fee and Expense Structure, are reasonable as required by section 328(a) of the Bankruptcy Code; 1 The Debtors in these chapter 11 cases are: Autoseis, Inc. (5224); Global Geophysical Services, Inc. (4281); Global Geophysical EAME, Inc. (2130); GGS International Holdings, Inc. (2420); Accrete Monitoring, Inc. (2256); and Autoseis Development Company (9066). 2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application. Active

48 Case Document Filed in TXSB on 04/08/14 Page 2 of 20 (g) (h) The relief requested in the Application is in the best interests of the Debtors estates, their creditors, and other parties in interest; and The Debtors provided adequate and appropriate notice of the Application under the circumstances, and that no other or further notice is required. Therefore, the Court having determined that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Application is granted as set forth herein, nunc pro tunc to April 1, The Debtors are authorized, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Bankruptcy Rule , to employ and retain Rothschild as their financial advisor and investment banker in accordance with the terms and conditions set forth in the Engagement Letter, effective nunc pro tunc to April 1, 2014, and to pay fees and reimburse expenses to Rothschild on the terms and times specified in the Engagement Letter. 3. The terms of the Engagement Letter, attached hereto as Exhibit 1, are approved in all respects except as limited or modified herein. 4. All of Rothschild s compensation set forth in the Engagement Letter, including, without limitation, the Fee and Expense Structure, is approved pursuant to section 328(a) of the Bankruptcy Code and Rothschild shall be compensated and reimbursed pursuant to section 328(a) of the Bankruptcy Code in accordance with the terms of the Engagement Letter, subject to the procedures set forth in the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable orders of this Court. 5. None of the fees payable to Rothschild shall constitute a bonus or fee enhancement under applicable law. Active

49 Case Document Filed in TXSB on 04/08/14 Page 3 of Rothschild shall file interim and final fee applications for allowance of its compensation and expenses subject to the jurisdiction and approval of this Court under section 328(a) of the Bankruptcy Code and in accordance with the Bankruptcy Rules, the Local Bankruptcy Rules, the guidelines established by the Office of the United States Trustee, and any applicable orders of the Court. The fees payable to Rothschild pursuant to the Engagement Letter shall be subject to review only pursuant to the standards set forth in section 328(a) of the Bankruptcy Code and shall not be subject to the standard of review set forth in section 330 of the Bankruptcy Code. 7. Rothschild shall include in its fee applications, among other things, time records setting forth, in a summary format, a description of the services rendered by each professional, and the amount of time spent on each date by each such individual in rendering services on behalf of the Debtors in half-hour increments. Rothschild shall be excused from keeping time in tenth-hour increments. Rothschild is granted a waiver of the information requirements relating to compensation requests set forth in the Uniform Complex Rules to the extent requested in the Application. 8. The Indemnification Agreement is approved in its entirety, subject to the following (terms not defined in the Application shall have the meaning set forth in the Indemnification Agreement, attached as Exhibit A to the Engagement Letter): Active

50 Case Document Filed in TXSB on 04/08/14 Page 4 of 20 (a) (b) (c) Any request of an Indemnified Party for payment of indemnity, contribution, or otherwise pursuant to the Indemnification Agreements shall be made by means of an interim or final fee application and shall be subject to the approval of, and review by, the Court to ensure that such payment conforms to the terms of the Engagement Letter, the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and the orders of the Court; provided, however, that in no event shall an Indemnified Party be indemnified or receive contribution to the extent that any claim or expense has been finally determined by a court of competent jurisdiction to have resulted from gross negligence, fraud, willful misconduct, breach of fiduciary duty, if any, bad faith or self-dealing on the part of that or any other Indemnified Party. In the event Rothschild or an Indemnified Party seeks reimbursement of its attorneys fees from the Debtors pursuant to the Indemnification Agreement, the invoices and supporting time records from such attorneys shall be included in Rothschild s own interim and final fee applications, and such invoices and time records shall be subject to the U.S. Trustee s guidelines for compensation and reimbursement of expenses and the approval of the Bankruptcy Court under the standards of section 330 of the Bankruptcy Code without regard to whether such attorney has been retained under sections 327 or 328 of the Bankruptcy Code and without regard to whether such attorneys services satisfy section 330(a)(3)(C) of the Bankruptcy Code. Until the earliest of (a) the date that a plan of reorganization is confirmed by final order of the Court and (b) the date that these chapter 11 cases are closed, Rothschild must file an application therefor in this Court for any amounts it believes it is entitled to under the Indemnification Agreement, and the Debtors may not pay any such amounts to Rothschild before the entry of an order by this Court approving the payment. This subparagraph is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by Rothschild for indemnification, contribution or reimbursement, and not a provision limiting the duration of the Debtors obligation to indemnify Rothschild. 9. To the extent that this Order is inconsistent with the Engagement Letter, the Application, or the Augustine Declaration with respect to the terms and conditions of Rothschild s retention and employment by the Debtors in these chapter 11 cases, the terms of this Order shall govern. 10. The relief granted herein shall be binding upon any chapter 11 trustee appointed in these chapter 11 cases, or upon any chapter 7 trustee appointed in the event of a subsequent conversion of these chapter 11 cases to cases under chapter 7. Active

51 Case Document Filed in TXSB on 04/08/14 Page 5 of The Debtors and Rothschild are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order. 12. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 13. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation of this Order. Signed this day of The Honorable Richard S. Schmidt United States Bankruptcy Judge Active

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