Exhibit 10.1

AMENDMENT ONE TO

RESTRUCTURING SUPPORT AGREEMENT

THIS AMENDMENT ONE TO RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”) is dated as of February 4, 2013, by and among (i) Geokinetics Inc. on behalf of itself and each of its direct and indirect domestic subsidiaries and affiliates (collectively, the “Company”), which include: (a) Geokinetics Holdings USA, Inc., (b) Geokinetics Services Corp., (c) Geokinetics Processing, Inc., (d) Geokinetics Acquisition Company, (e) Geokinetics USA, Inc., (f) Geokinetics International Holdings, Inc., (g) Geokinetics Management, Inc., (h) Geokinetics International, Inc., and (i) Advanced Seismic Technology, Inc.; (ii) American Securities Opportunities Advisors, LLC (“American Securities”), Gates Capital Management, Inc. (“Gates”) and the other undersigned holders (the “Noteholders”), each as the beneficial owners (or advisor, nominee or investment manager for beneficial owner(s)) of the 9.75% Senior Secured Notes due 2014 issued by Geokinetics Holdings USA, Inc. and, if and as applicable, as lenders under that certain Amended and Restated Credit Agreement dated as of August 12, 2011; and (iii) Avista Capital Partners, L.P. and Avista Capital Partners (Offshore), L.P. (the “Preferred Equity Holders” and, together with the Company and the Noteholders, each referred to as a “Party” and collectively referred to as the “Parties”), each as the beneficial owners (or advisor, nominee or investment manager for beneficial owner(s)) of preferred equity interests in Geokinetics Inc. comprised of Series B-1 Senior Convertible Preferred Stock and Series C-1 Senior Preferred Stock as well as junior preferred equity interests in Geokinetics Inc. comprised of Series D Junior Preferred Stock.

WITNESSETH:

WHEREAS, the Company, Noteholders, and Preferred Equity Holders are party to that certain Restructuring Support Agreement, dated as of January 15, 2013 (the “Support Agreement”);

WHEREAS, capitalized terms used herein without definition shall have the meanings given to such terms in the Support Agreement (as amended hereby);

WHEREAS, the Parties wish to launch the Solicitation prior to the joint execution by American Securities and Gates of an agreement authorizing and approving the form of a shareholders’ agreement governing the rights of holders of New Common Stock by American Securities and Gates;

WHEREAS, American Securities and Gates are willing to modify their termination rights in connection with the Solicitation not having commenced by January 31, 2013, if the Support Agreement is modified as set forth herein, including but not limited to provide American Securities and Gates with the right to terminate the Support Agreement if such an agreement authorizing and approving the form of shareholders’ agreement is not executed prior to commencement of the Chapter 11 Cases; and

WHEREAS, the Support Agreement may be amended in accordance with Section 12 thereof and the consent of the Company, Noteholders, and Preferred Equity Holders is required in connection with such amendment.

NOW, THEREFORE, for good and valuable consideration (receipt and sufficiency of which are hereby acknowledged), and intending to be legally bound hereby, the parties hereto agree as follows:

1. Recitals. The recitals set forth above are incorporated herein by reference and are expressly acknowledged and agreed to by the parties hereto.

2. Amendments to the Support Agreement.

(A) Section 5(a)(1). Section 5(a)(1) of the Support Agreement, together with footnote 1 thereto, is hereby amended to replace “January 31, 2013” where it appears with “February 8, 2013”.

(B) Section 5(a)(2). Section 5(a)(2) of the Support Agreement is hereby deleted in its entirety and replaced with the following:

“the Company has not filed petitions commencing the Chapter 11 Case as soon as practicable after, and in no event before, the close of the Solicitation;”

(C) Section 6(g). Section 6(g) of the Support Agreement is hereby amended to replace “February 15, 2013” where it appears with “March 15, 2013”.

(D) Section 8. Section 8 of the Support Agreement is hereby deleted in its entirety and replaced with the following:

“Termination by American Securities and/or Gates. In the event that American Securities and Gates have not jointly executed an agreement authorizing and approving the form of a shareholders’ agreement governing the rights of holders of New Common Stock (as defined in the Restructuring Term Sheet) that is consistent with the Shareholders’ Agreement Term Sheet (as defined in the Restructuring Term Sheet) and is otherwise reasonably acceptable to American Securities and Gates immediately prior to the commencement of the Chapter 11 Cases, then this Agreement may be terminated by either American Securities or Gates, in the discretion of each respectively, by delivering written notice of the occurrence of such event in accordance with Section 14 below to the Parties.”

2. Amendment to Restructuring Term Sheet. The fourth row of Section IV. Corporate Governance and Management of the Restructuring Term Sheet, entitled “Shareholders Agreement”, is hereby deleted in its entirety and replaced with the following:

“It shall be a condition to the Restructuring and the Majority Noteholders’ support of the Restructuring that (i) prior to the commencement of solicitation of votes to accept or reject the Plan, American Securities Opportunities Advisors, LLC (“American Securities”) and Gates Capital Management, Inc. (“Gates”) shall have reached mutual agreement on a term sheet for the terms of a shareholders’ agreement for holders of New Common Stock (the “Shareholders’ Agreement Term Sheet”) and (ii) prior to the commencement of the chapter 11 cases, American Securities and Gates shall have reached mutual agreement as to the form of such shareholders’ agreement for holders of New Common Stock that is consistent with the Shareholders’ Agreement Term Sheet and is otherwise reasonably acceptable to American Securities and Gates.”

3. Amendments to Exhibit 1 to Restructuring Term Sheet.

(A) The fourth row of Section VII. Certain Documentation Matters of Exhibit 1 to the Restructuring Term Sheet, entitled “Milestones”, together with footnote 12 thereto, is hereby amended to replace “January 31, 2013” where it appears with “February 8, 2013”.

(B) The second bullet point in the fourth row of Section VII. Certain Documentation Matters of Exhibit 1 to the Restructuring Term Sheet, entitled “Milestones”, is hereby deleted in its entirety and replaced with the following:

“the Company shall have filed petitions commencing the Case as soon as practicable after, and in no event before, the close of the Solicitation;”

4. Waiver. Each Party waives any right to terminate the Support Agreement arising from or related to the Company’s failure to commence the Solicitation by January 31, 2013.

5. No Other Changes. Except as modified hereby, all of the terms and provisions of the Support Agreement shall remain in full force and effect. This Amendment shall be construed in connection with and as a part of the Support Agreement and, except as expressly contemplated by this Amendment, all terms, conditions and covenants contained in the Support Agreement are hereby ratified and shall be and remain in full force and effect.

6. References to the Support Agreement. In furtherance of the foregoing, all references in the Support Agreement to “this Agreement” or to “the Restructuring Term Sheet” shall mean the Support Agreement or the Restructuring Term Sheet, respectfully, each as amended as of the date hereof and as may be further amended, from time to time hereafter.

7. Counterparts; Electronic Signatures. This Amendment may be executed in multiple counterparts, each of which, when executed, will be deemed an original, and all of which will constitute but one and the same instrument. A signature of a Party transmitted to the other Party by facsimile, PDF or other electronic means shall constitute the original signature of such Party for all purposes.

8. Incorporation by Reference. Sections 12 through 31 of the Support Agreement, inclusive, are incorporated herein in their entirety by reference.

[SIGNATURE PAGES FOLLOW]

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

Geokinetics Inc.		Geokinetics USA, Inc.

By:	/s/ Gary L. Pittman	By:	/s/ Gary L. Pittman
Name:	Gary L. Pittman	Name:	Gary L. Pittman
Its:		Its:

Geokinetics Holdings USA, Inc.		Geokinetics International Holdings, Inc.

By:	/s/ Gary L. Pittman	By:	/s/ Gary L. Pittman
Name:	Gary L. Pittman	Name:	Gary L. Pittman
Its:		Its:

Geokinetics Services Corp.		Geokinetics Management, Inc.

By:	/s/ Gary L. Pittman	By:	/s/ Gary L. Pittman
Name:	Gary L. Pittman	Name:	Gary L. Pittman
Its:		Its:

Geokinetics Processing, Inc.		Geokinetics International, Inc.

By:	/s/ Gary L. Pittman	By:	/s/ Gary L. Pittman
Name:	Gary L. Pittman	Name:	Gary L. Pittman
Its:		Its:

Geokinetics Acquisition Company		Advanced Seismic Technology, Inc.

By:	/s/ Gary L. Pittman	By:	/s/ Gary L. Pittman
Name:	Gary L. Pittman	Name:	Gary L. Pittman
Its:		Its: