October 31, 2006

Project ECHO

A Presentation to the Strategic Financial Alternatives Committee

of the Board of

Directors Regarding

Exhibit 99(c)2

Important Information

The

following

pages

contain

material

that

was

provided

to

the

Strategic

Financial

Alternatives

Committee

of

the

Board

of

Directors

of

ECHO

(the

“Company”)

in

the

context

of

a

meeting

held

to

consider

a

potential

business

combination

between

the

Company

and

an

affiliate

of

ValueAct

Capital

Master

Fund,

L.P.

(“ValueAct”). 

The

accompanying

material

was

compiled

or

prepared

on

a

confidential

basis

for

use

by

the

Strategic

Financial

Alternatives

Committee

of

the

Board

of

Directors

and

the

Company

and

not

with

a

view

toward

public

disclosure.

The

information

utilized

in

preparing

this

presentation

was

obtained

from

the

Company

and

public

sources.

Any

estimates

and

projections

for

the

Company

contained

herein

have

been

prepared

by

senior

management

of

the

Company

or

are

publicly

available,

or

based

upon

such

estimates

and

projections,

and

involve

numerous

and

significant

subjective

determinations,

which

may

or

may

not

prove

to

be

correct.

No

representation

or

warranty,

express

or

implied,

is

made

as

to

the

accuracy

or

completeness

of

such

information

and

nothing

contained

herein

is,

or

shall

be

relied

upon

as,

a

representation,

whether

as

to

the

past

or

the

future.

Because

this

material

was

prepared

for

use

in

the

context

of

an

oral

presentation

to

the

Strategic

Financial

Alternatives

Committee

of

the

Board

of

Directors,

which

is

familiar

with

the

business

and

affairs

of

the

Company,

neither

the

Company

nor

William

Blair

&

Company,

L.L.C.

nor

any

of

their

respective

legal

or

financial

advisors

or

accountants

take

any

responsibility

for

the

accuracy

or

completeness

of

any

of

the

material

if

used

by

persons

other

than

the

Strategic

Financial

Alternatives

Committee

of

the

Board

of

Directors

of

the

Company.

Neither

the

Company

nor

William

Blair

&

Company,

L.L.C.

undertakes

any

obligation

to

update

or

otherwise

revise

the

accompanying

materials.

Confidential Material Presented to the Strategic Financial Alternatives

Committee of the Board of Directors of ECHO

1

Table of Contents

I.

Executive Summary

II.

ECHO Situation Overview

III.

ECHO Process Overview

IV.

Valuation Analyses

A.

Selected Public Companies Analysis

B.

Selected M&A Transactions Analysis

C.

Discounted Cash Flow Analysis

D.

Leveraged Acquisition Analysis

E.

M&A Premiums Paid Analysis

F.

Take Private Premiums Paid Analysis

G.

Accretion/Dilution Analysis

V.

Form of Opinion Regarding Fairness

VI.

Appendix

Executive Summary

Transaction Structure:

Purchase of 100% of ECHO’s

common stock not already owned

by ValueAct

through a merger of an affiliate of ValueAct

with

and into ECHO

Consideration:

Cash

Purchase Price:

$3.70 per share

Implied Enterprise Value:

$778 million (includes premium to retire existing senior notes)

Major Contract Terms:

Shareholder vote required (require a majority of the non-ValueAct

voting shareholders)

Superior proposal “out”

Firm commitment financing from Morgan Stanley and UBS to be financed with a senior notes offering

Termination fee: $17 million (2.2%), plus reimbursement of transaction expenses (not to exceed $1.0

million)

Appraisal rights of 12.5%

Buyer agrees to assume the cost of retiring the existing senior notes (estimated to be a premium of $53.6

million)

Transaction Summary

Executive Summary

2

Key Assumptions Underlying Our Review and Analysis

William

Blair’s

role

is

to

render

its

opinion

with

respect

to

the

fairness,

from

a

financial

point

of

view,

to

the

holders

(the

“Shareholders”)

of

the

outstanding

shares

of

ECHO

common

stock

(other

than

ValueAct

and

its

affiliates),

of

the

Merger

Consideration

to

be

received

pursuant

to

the

Merger

Agreement.

In connection with the review of the proposed Merger and the preparation of its opinion, William Blair examined:

Draft dated October 28, 2006 of the Merger Agreement, including the exhibits thereto (including a draft dated October 28,

2006 of the Support Agreement) , and we have assumed that the final form of these documents will not differ in any

material respect from the drafts provided to us;

Drafts

dated

October

27,

2006

of

the

debt

financing

commitment

letters

and

draft

dated

October

28,

2006

of

the

equity

financing

commitment

letter

(Financing

Letters

as

defined

in

the

Merger

Agreement);

Certain audited historical financial statements of ECHO for the three years ended December 31, 2005;

Unaudited financial statements of ECHO for the six months ended June 30, 2006;

Certain internal business, operating and financial information and forecasts of ECHO for the fiscal years 2006 to 2011

prepared by the senior management of ECHO (the “Forecasts”);

Information regarding publicly available financial terms of certain other business combinations we deemed relevant;

The financial position and operating results of ECHO compared with those of certain other publicly traded companies we

deemed relevant;

Current and historical market prices and trading volumes of the common stock of ECHO; and

Certain other publicly available information on ECHO.

We have also held discussions with members of the senior management of ECHO to discuss the foregoing.

Additionally, we have considered other matters which we have deemed relevant to our inquiry and have taken into account such

accepted financial and investment banking procedures and considerations as we have deemed relevant.

Executive Summary

3

Key Assumptions Underlying Our Review and Analysis

In connection with our engagement, we were requested to approach, and held discussions with, third parties to solicit

indications of interest in a possible acquisition of ECHO.

We have assumed and relied, without independent verification, upon the accuracy and completeness of all the information

that was examined by or otherwise reviewed or discussed with us for purposes of this opinion, including without limitation

the Forecasts provided by the Company’s senior management.

We have not made or obtained an independent valuation or appraisal of the assets, liabilities or solvency of ECHO or

ValueAct

(or any of its affiliates).  In that regard, we have assumed, with your consent, that all material assets and liabilities

(contingent

or

otherwise)

of

the

Company

are

as

set

forth

in

the

Company’s

financial

statements

or

other

information

made

available to us.

We have been advised by the senior management of the Company that the Forecasts examined by us have been reasonably

prepared on bases reflecting the best currently available estimates and judgments of the senior management of the Company,

and we have assumed, with your consent, that the Forecasts will be achieved in the amounts and at the time contemplated

thereby.

We express no opinion with respect to the Forecasts or the estimates and judgments on which they are based. 

We do not address the relative merits of the Merger compared to any alternative business strategies that might exist for the

Company or the effect of any other transaction in which the Company might engage.

We have relied as to all legal, accounting and tax matters on advice of the Company’s advisors.

We have assumed that the Merger Agreement that is executed by the Company will not vary materially from the latest draft

reviewed by us and that the Merger will be consummated substantially on the terms described in the draft Merger

Agreement,

without

any

amendment

or

waiver

of

any

material

terms

or

conditions.

William Blair has served as an investment banker in connection with the Merger and will receive a fee for its services.  Also,

William Blair, in the ordinary course of business, may actively trade the Company’s securities.

Executive Summary

Key Assumptions Underlying Our Review and Analysis

4

Summary of Valuation Analyses

Selected Public Companies Analysis

Trading multiple analysis based on selected companies we deemed relevant

Selected M&A Transactions Analysis

Transaction multiple analysis based on selected transactions we deemed relevant

Discounted Cash Flows Analysis

Discounted cash flow analysis of ECHO’s

projected results

Leveraged Acquisition Analysis

Leveraged acquisition analysis using ECHO’s

projected results

M&A Premiums Paid Analysis

Reviewed premiums paid for domestic public transactions announced since January 1, 2003

Take Private Premiums Paid Analysis

Reviewed premiums paid for domestic public take private transactions involving financial sponsor acquirers

announced since January 1, 2003

Accretion/Dilution Analysis

Prepared standalone accretion/dilution analysis using ECHO’s

results

Executive Summary

William Blair performed several analyses to assist in the development of its opinion

5

Implied Transaction Multiples

(1)  Based on ECHO’s

closing share price of $3.54 on October 27, 2006.

(2)  Based on total shares outstanding of 155,343,662 and Common-Stock Equivalents (“CSEs”) as of July 31, 2006 (per June-30,-2006-10-Q).-CSEs-calculated-using-the-treasury-stock-method-and-based-on-100,000-options-in-the-money

with

an

exercise

price

of

$1.30

and

15,037,568

warrants-outstanding,-per-the-April-7,-2006-proxy-statement,-with-an-exercise-price-of-$0.72.

(3)  Includes face value

of

senior-notes,

notes

payable

and

obligations

under

capital

lease

less

cash

and

equivalents

as

of

June-30,

2006-per

the

10-Q.

(4)  Includes estimated costs of $53.6 million to retire existing senior notes.

(5)  Per Company Management.

(6)  Excludes non-cash, non-recurring restricted stock and stock option expenses and other non-recurring items.

(7)  Free Cash Flow (FCF) calculated as EBITDA less capital expenditures.

($ in thousands, except per share data)

Executive Summary

6

Range of Value

Purchase Price Per Share

$3.70

Implied Premium %

(1)

4.5%

Shares Outstanding

(2)

167,520

Implied Equity Valuation

$619,824

Net Debt

(3)(4)

157,698

Enterprise Value

$777,522

Enterprise Value

Revenue

ECHO Statistic

Multiples

LTM June 2006

$159,151

4.89x 

2006E

(5)

193,317

4.02x 

EBITDA

LTM June 2006

(6)

$122,985

6.3x 

2006E

(5)(6)

160,073

4.9x 

Cash EBITDA

LTM June 2006

(6)

$87,751

8.9x 

2006E

(5)(6)

100,027

7.8x 

Free Cash Flow (FCF)

(7)

LTM June 2006

(6)

$47,517

16.4x 

2006E

(5)(6)

62,827

12.4x 

EBIT

LTM June 2006

(6)

$34,722

22.4x 

2006E

(5)(6)

69,634

11.2x 

ECHO Situation Overview

$0.00

$1.00

$2.00

$3.00

$4.00

$5.00

0

500

1,000

1,500

2,000

4,000

ECHO Stock Price Performance

Daily

Closing

Price

and

Volume

(1)

–

Last

Twelve

Months

5/2/06: ECHO

announces Q1 2006

earnings; record

resales

4/21/06:

Schlumberger

announces

acquisition

of

its

remaining

30%

interest

in

WesternGeco

from

Baker

Hughes

3/31/06: Jim Cramer

recommends ECHO on

“Mad Money”

3/15/06: ECHO releases

Q4 2005 and full year

results

Average Daily

Trading Volume:

$1.2 million

Source: FactSet Research Systems as of October 27, 2006.

(1) Volume adjusted for double counting.

8/28/06: ECHO

receives a merger

proposal from

ValueAct

Capital

for $3.65 per share

9/18/06: 3 week

period to negotiate

ValueAct

definitive

agreement expires

9/4/06: Veritas

and

CGG announce

definitive acquisition

agreement

ECHO Situation Overview

3/29/06: Wall Street

Journal article discussing

Warren Buffett’s

investment in ECHO

7

$3.00

$3.25

$3.50

$3.75

$4.00

0

250

500

750

1,000

ECHO Stock Price Performance

Daily

Closing

Price

and

Volume

(1)

–

Since

August

29,

2006

Source: FactSet Research Systems as of October 27, 2006.

(1) Volume adjusted for double counting.

ECHO Situation Overview

8

Indexed

Stock

Performance

–

Last

Two

Years

Indexed Stock Price Performance

50

100

150

200

250

300

350

400

450

500

550

600

ECHO (+302.3%)

Comparable Company Composite (+220.0%)

S&P 500 (+24.0%)

(+220.0%)

(+24.0%)

(1)

(+302.3%)

Source:  FactSet Research Systems, as of October 27, 2006. 

(1)

Comparable

Company

Composite

includes:

General

Company

of

Geophysics,

Petroleum

Geo-Services,

Pulse

Data,

TGS

NOPEC

Geophysical

and

Veritas

DGC.

ECHO Situation Overview

9

Indexed Stock Price Performance

50

100

150

200

250

300

350

ECHO (+128.4%)

Comparable Company Composite (+98.5%)

S&P 500 (+15.6%)

(+98.5%)

(+15.6%)

Indexed

Stock

Performance

–

Last

Twelve

Months

(1)

(+128.4%)

ECHO Situation Overview

Source:

FactSet

Research

Systems,

as

of

October

27,

2006. 

(1)

Comparable

Company

Composite

includes:

General

Company

of

Geophysics,

Petroleum

Geo-Services,

Pulse

Data,

TGS

NOPEC

Geophysical

and

Veritas

DGC.

10

100,000

200,000

300,000

400,000

500,000

600,000

Source:

FactSet

Research

Systems

as

of

October

27,

2006.

(1)

Adjusted

for

double-counting.

3-Month

Average

Volume

–

Last

Twelve

Months

(1)

Historical Average Volume

ECHO Situation Overview

11

Crude Oil and Natural Gas History –

Since 2000

Source:  Wall Street Journal.

(1) Represents West Texas Intermediate (WTI) spot oil prices.

(2) Represents Henry Hub spot natural gas prices.

Crude Oil Prices

(1)

$0

$20

$40

$60

$80

2000

2001

2002

2003

2004

2005

2006

Natural Gas Prices

(2)

$0

$5

$10

$15

2000

2001

2002

2003

2004

2005

2006

Price per Barrel

Price per mmbtu

(+116.5%)

(+139.8%)

ECHO Situation Overview

12

Crude

Oil

and

Natural

Gas

History

–

Last

Twelve

Months

Crude Oil Prices

(1)

$50

$60

$70

$80

10/2005

12/2005

01/2006

03/2006

04/2006

06/2006

07/2006

08/2006

10/2006

Natural Gas Prices

(2)

$0

$5

$10

$15

$20

10/2005

12/2005

01/2006

03/2006

04/2006

06/2006

07/2006

08/2006

10/2006

Source:  Wall Street Journal.

(1) Represents West Texas Intermediate (WTI) spot oil prices.

(2) Represents Henry Hub spot natural gas prices.

Price per Barrel

Price per mmbtu

(+0.1%)

(-48.7%)

ECHO Situation Overview

13

Crude

Oil

and

Natural

Gas

History

–

Last

Two

Months

Crude Oil Prices

(1)

$50

$60

$70

$80

08/28/06

09/12/06

09/26/06

10/10/06

10/24/06

Natural Gas Prices

(2)

$3

$4

$5

$6

$7

$8

08/28/06

09/12/06

09/26/06

10/10/06

10/24/06

Source:  Wall Street Journal.

(1) Represents West Texas Intermediate (WTI) spot oil prices.

(2) Represents Henry Hub spot natural gas prices.

Price per Barrel

Price per mmbtu

(-14.0%)

(+15.3%)

ECHO Situation Overview

14

Indexed Stock Price Performance

0

50

100

150

200

250

300

350

ECHO (+128.4%)

Oil (+0.1%)

Natural Gas (-48.7%)

(+0.1%)

(-48.7%)

Indexed

ECHO

Stock,

Oil

and

Natural

Gas

Performance

–

Last

Twelve

Months

(+128.4%)

ECHO Situation Overview

Source:  Wall Street Journal.

(1) Represents West Texas Intermediate (WTI) spot oil prices.

(2) Represents Henry Hub spot natural gas prices.

(1)

(2)

15

Beneficial Ownership Analysis

(1)  Common

shares

per

Lionshares

via

FactSet

Research

Systems

as

of

October

27,

2006.

(2)  Warrants and options per the April 7, 2006 proxy statement.

(3)  Calculated as the difference between Total Shares Outstanding and the sum of the shares held by Insiders and Institutional Shareholders.

(4)  Total shares outstanding as of July 31, 2006 per the 10-Q filing.

ECHO Situation Overview

16

Warrants and

Common Shares

(1)

Options

(2)

Fully-Diluted Shares

Management and Insiders

Robert D. Monson

1,392,169

0.9%

-

1,392,169

0.8%

Kevin P. Callaghan

587,327

0.4%

-

587,327

0.3%

William Restrepo

473,072

0.3%

-

473,072

0.3%

Robert J. Simon II

405,234

0.3%

-

405,234

0.2%

Charles H. Mouquin

257,713

0.2%

-

257,713

0.2%

Marcia H. Kendrick

215,090

0.1%

-

215,090

0.1%

Garis

C. Smith

203,334

0.1%

-

203,334

0.1%

Jay H. Golding

151,129

0.1%

-

151,129

0.1%

Fred S. Zeidman

50,329

0.0%

100,000

150,329

0.1%

Other Management and Insiders

269,739

0.2%

-

269,739

0.2%

Total Insiders

4,005,136

2.6%

100,000

4,105,136

2.4%

Institutional Shareholders

ValueAct

Capital Partners LP

51,201,346

33.0%

15,037,568

66,238,914

38.9%

Third Point Management Co. LLC

6,688,100

4.3%

-

6,688,100

3.9%

Keeley

Asset Management Corp.

3,880,600

2.5%

-

3,880,600

2.3%

Templeton Investment Counsel LLC

3,575,920

2.3%

-

3,575,920

2.1%

Pinnacle Associates Ltd.

3,354,917

2.2%

-

3,354,917

2.0%

Westcliff

Capital Management LLC

2,866,716

1.8%

-

2,866,716

1.7%

American Century Investment Management, Inc.

2,589,685

1.7%

-

2,589,685

1.5%

Paradigm Capital Corp.

2,000,000

1.3%

-

2,000,000

1.2%

Franklin Advisers, Inc.

1,788,700

1.2%

-

1,788,700

1.0%

Franklin Templeton Investment Management Ltd.

1,528,540

1.0%

-

1,528,540

0.9%

RENN Capital Group, Inc.

1,500,335

1.0%

-

1,500,335

0.9%

All Other Institutional Shareholders

5,867,067

3.8%

-

5,867,067

3.4%

Total Institutional Shareholders

86,841,926

55.9%

15,037,568

101,879,494

59.8%

Implied Public Float

(3)

64,496,600

41.5%

-

64,496,600

37.8%

Total Shares Outstanding

(4)

155,343,662

100.0%

15,137,568

170,481,230

100.0%

Historical and Projected Income Statement

($ in millions, except per share data)

ECHO Situation Overview

(1) Based on ECHO's audited financial statements for 2003-2005 and unaudited financial statements for the June 30, 2006 quarterly filing.

(2) Based on senior management estimates.

(3) Excludes impairment of seismic data of $30.0, special items of $5.5, gain on extinguishment of liabilities of $0.7, loss on sale of property of $0.012 and reorganization items of $6.0, tax affected at 35%.

(4) Excludes amortization charge of $59.1 due to revision of useful life, special items of $1.5, reorganization items of $12.5 and loss on sale of property of $0.002, tax affected at 35%.

(5) Excludes loss on sale of property of $0.001 and loss on sale of security of $0.011, tax affected at 35%.

(6) Excludes gain on sale of seismic data of $0.2, gain on sale of property of $0.004, loss on sale of property of $0.001 and loss on sale of security of $0.011, tax affected at 35%.

17

Historical FY Ending December 31,

(1)

LTM

Projected FY Ending December 31,

(2)

2003

(3)

2004

(4)

2005

(5)

06/30/06

(6)

2006E

2007E

2008E

2009E

2010E

2011E

_________

_________

__________

___________

_________

__________

__________

__________

__________

_________

Total Resale Revenue

$90.6

$95.6

$120.1

$119.8

$137.9

$143.7

$157.7

$161.8

$175.8

$188.4

Total Acquisition Revenue

36.2

37.2

23.8

32.0

47.2

50.0

60.0

60.0

58.0

58.0

Solutions Revenue

4.7

4.8

5.2

7.4

8.2

9.2

10.8

12.0

13.5

15.1

Total Revenue

131.5

137.7

149.2

159.2

193.3

202.9

228.5

233.8

247.3

261.5

Depreciation & Amortization

82.6

109.1

98.4

88.3

90.4

80.3

86.8

98.2

107.3

111.6

Operating Expenses (incl. cost of sales)

34.6

30.5

35.1

37.5

35.0

35.0

36.4

37.2

38.4

39.6

Non-Recurring Expenses

(5.5)

(1.5)

(1.1)

(1.4)

(1.7)

(2.1)

(2.1)

(2.1)

(2.1)

(2.1)

Total Operating Expenses

111.8

138.1

132.4

124.4

123.7

113.2

121.0

133.3

143.6

149.1

EBIT

19.7

(0.4)

16.8

34.7

69.6

89.7

107.5

100.6

103.7

112.4

Interest Expense

(20.5)

(25.4)

(24.8)

(22.8)

(24.3)

(35.1)

(32.7)

(30.0)

(26.2)

(22.1)

Interest and Other Income

0.6

0.9

1.6

1.6

4.6

0.5

0.6

0.6

0.6

1.0

Other

4.1

2.4

1.0

2.9

0.0

0.0

0.0

0.0

0.0

0.0

Income (Loss) from Continuing Operations

3.9

(22.5)

(5.5)

16.5

50.0

55.1

75.3

71.2

78.1

91.3

Provision (Benefit) for Income Taxes

2.2

(3.3)

(4.8)

(3.5)

(1.8)

0.0

0.0

0.0

17.6

32.0

Net Income (Loss) from Continuing Operations

$1.7

($19.1)

($0.7)

$19.9

$51.8

$55.1

$75.3

$71.2

$60.5

$59.4

EBITDA

$102.3

$108.7

$115.1

$123.0

$160.1

$170.0

$194.2

$198.8

$211.1

$224.0

Less: Acquisition Revenue

(36.2)

(37.2)

(23.8)

(32.0)

(47.2)

(50.0)

(60.0)

(60.0)

(58.0)

(58.0)

Less: Non-Cash Resales

(10.8)

(15.3)

(22.7)

(7.0)

(14.1)

(13.0)

(13.0)

(13.0)

(13.0)

(13.0)

Plus: Non-Cash Operating Expenses

0.0

0.0

3.8

3.7

1.2

0.9

0.9

0.9

0.9

0.9

Cash EBITDA

$55.3

$56.2

$72.4

$87.8

$100.0

$107.9

$122.1

$126.7

$141.0

$153.9

EBITDA

$102.3

$108.7

$115.1

$123.0

$160.1

$170.0

$194.2

$198.8

$211.1

$224.0

Less: Capital Expenditures

61.2

64.3

55.2

75.5

97.2

102.0

117.0

117.4

112.8

112.9

Free Cash Flow (FCF)

$41.1

$44.4

$59.9

$47.5

$62.8

$68.0

$77.2

$81.4

$98.3

$111.0

Historical and Projected Margins and Growth Rates

ECHO Situation Overview

(1) Based on ECHO's audited financial statements for 2003-2005 and unaudited financial statements for the June 30, 2006 quarterly filing.

(2) Based on senior management estimates.

(3) Excludes impairment of seismic data of $30.0, special items of $5.5, gain on extinguishment of liabilities of $0.7, loss on sale of property of $0.012, and reorganization items of $6.0, tax affected at 35%.

(4) Excludes amortization charge of $59.1 due to revision of useful life, special items of $1.5, reorganization items of $12.5, and loss on sale of property of $0.002, tax affected at 35%.

(5) Excludes loss on sale of property of $0.001 and loss on sale of security of $0.011, tax affected at 35%.

(6) Excludes gain on sale of seismic data of $0.2, gain on sale of property of $0.004, loss on sale of property of $0.001, and loss on sale of security of $0.011, tax affected at 35%.

18

Historical FY Ending December 31,

(1)

LTM

Forecast FY Ending December 31,

(2)

2003

(3)

2004

(4)

2005

(5)

06/30/06

(6)

2006E

2007E

2008E

2009E

2010E

2011E

_________

_________

__________

___________

_________

__________

__________

__________

__________

_________

Growth Analysis

Total Resale Revenue

-

5.5%

25.7%

-

14.8%

4.2%

9.7%

2.7%

8.6%

7.1%

Total Acquisition Revenue

-

2.9%

(36.1%)

-

98.2%

5.9%

20.0%

0.0%

(3.3%)

0.0%

Solutions Revenue

-

3.4%

8.0%

-

57.1%

12.4%

17.1%

11.0%

12.8%

11.6%

Total Revenue

-

4.7%

8.4%

-

29.6%

5.0%

12.6%

2.4%

5.8%

5.7%

EBITDA

-

6.2%

5.9%

-

39.0%

6.2%

14.2%

2.3%

6.2%

6.1%

Cash EBITDA

-

1.6%

28.8%

-

38.1%

7.9%

13.1%

3.7%

11.3%

9.1%

EBIT

-

NMF

NMF

-

315.3%

28.8%

19.8%

(6.4%)

3.2%

8.3%

Net Income (Loss) from Continuing Operations

-

NMF

NMF

-

NMF

6.4%

36.7%

(5.4%)

(15.0%)

(1.9%)

Margin Analysis

EBITDA

77.8%

79.0%

77.2%

77.3%

82.8%

83.8%

85.0%

85.0%

85.3%

85.7%

Cash EBITDA

42.1%

40.8%

48.6%

55.1%

51.7%

53.2%

53.4%

54.2%

57.0%

58.8%

EBIT

15.0%

(0.3%)

11.2%

21.8%

36.0%

44.2%

47.0%

43.0%

41.9%

43.0%

Net Income (Loss) from Continuing Operations

1.3%

(13.9%)

(0.5%)

12.5%

26.8%

27.2%

33.0%

30.5%

24.5%

22.7%

ECHO Balance Sheet as of June 30, 2006

($ in millions)

ECHO Situation Overview

Source: June 30, 2006 10-Q.

(1)

Net of debt discount.  Face value of senior notes is $189.0 million.

19

Assets

Liabilities and Stockholders' Equity

Cash and Cash Equivalents

88.3

$          

Accounts Payable and Accrued Liabilities

38.4

$          

Restricted Cash

0.1

Senior Notes

(1)

185.5

Receivables

44.8

Notes Payable

0.4

Net Seismic Data Library

123.8

Capital Lease Obligations

3.1

Net Property & Equipment

8.6

Deferred Revenue

47.9

Prepaid Expenses

14.0

Other Liabilities

0.2

Deferred Income Taxes

5.6

Total Liabilities

275.5

Other

0.4

Common Stock

1.6

Total Assets

285.7

$       

Additional Paid-in Capital

239.4

Retained Deficit

(236.9)

Accumulated Other Comprehensive Income

6.2

Stockholders' Equity

10.2

Total Liabilities and Stockholders' Equity

285.7

$       

ECHO Process Overview

Transaction Timetable

February 8, 2006

Strategic Financial Alternatives Committee of the Board of Directors of ECHO retains William Blair to render

certain investment banking services in connection with a possible sale

February – March 2006

William Blair performs preliminary due diligence on the Company and assists ECHO management in preparing the

Confidential Descriptive Memorandum and executive summary

April - May 2006

Confidential Descriptive Memorandum finalized and William Blair, on behalf of and in consultation with Strategic

Financial Alternatives Committee of the Board of Directors of ECHO, begins contacting prospective acquirers

(including both strategic and financial parties), negotiating confidentiality agreements and distributing copies of the

Confidential Descriptive Memorandum.  Total of 82 parties contacted

May 2006

William Blair continues to contact parties on a confidential basis; ultimately distributes Memoranda to 31 parties

May 24, 2006

Preliminary indications of interest received from 4 parties

June 2006

Management presentations held for 3 parties; bidders commence due diligence

July 2006

Bidders continue due diligence

July 28, 2006

Definitive proposal received from 1 party for $2.80 per share

August 28, 2006

Board of Directors of ECHO receives a proposal from ValueAct Capital to acquire the common stock of ECHO

that it does not already own for $3.65 per share

August – September 2006

William Blair re-contacts 53 potential acquirors and provides 17 with update letters

September 2006

Management presentations held for 5 parties and buyers commence due diligence

October 10, 2006

Definitive proposal received from ValueAct Capital for $3.65 per share

October 10-19, 2006

Negotiated terms of the definitive proposal and merger agreement with ValueAct Capital

October 19, 2006

ValueAct Capital definitive proposal increased to $3.70 per share

ECHO Process Overview

20

Summary of Potential Acquirers Contacted (Phase I)

Total Potential Acquirers Contacted:

82

Executed Confidentiality Agreement

and Received Memorandum:

31

Submitted Preliminary Indication of Interest:

4

Management Presentation/

Visited Data Room:

3

Final

Binding Bid:

1

21 Strategic

61 Financial

2 Strategic

29 Financial

Buyer A

Buyer B

Buyer C

Buyer D

Buyer A

Buyer A Initial Indication

$3.45-$3.70 per share

Buyer A Definitive Bid       

$2.80 per share

Buyer A

Buyer B

Buyer C

ECHO Process Overview

21

Summary of Potential Acquirers Contacted (Phase II)

Total Potential Acquirers Contacted:

53

Received Update Letter:

17

Management Presentation/

Visited Data Room:

5

Total Remaining in Process:

2

Final

Binding Bid:

1

17 Strategic

36 Financial

1 Strategic

16 Financial

Buyer E

Buyer F

Buyer G

ValueAct

ValueAct Initial Indication

$3.65 per share

ValueAct Definitive Bid       

$3.70 per share

ValueAct

Buyer F (verbal indication –

low $3s)

Buyer H

ValueAct

ECHO Process Overview

22

Summary of Potential Acquirers Contacted (Phase I & II)

Total Potential Acquirers Contacted:

84

Executed Confidentiality Agreement

and Received Memorandum:

31

Submitted Preliminary

Indication of Interest:

6

Management Presentation/

Visited Data Room:

9

Final

Binding Bid:

2

21 Strategic

63 Financial

2 Strategic

29 Financial

Buyer A

Buyer B

Buyer C

Buyer D

Buyer E

ValueAct

Buyer A

Buyer A Definitive Bid

$2.80 per share

ValueAct

Definitive Bid       

$3.70 per share

Buyer A

Buyer B

Buyer C

Buyer F

Buyer G

Buyer H

ValueAct

Buyer D

Buyer F

ValueAct

ECHO Process Overview

23

Valuation Analyses

Valuation Methodologies

Industry

characteristics and

trends (e.g., size,

volatility, growth)

Relative market

position and

competitive

environment

Consistency and

visibility of

historical and

projected earnings

Selected Public

Companies Analysis

Selected M&A

Transactions

Analysis

M&A Premiums

Paid Analysis

William Blair utilized the following methodologies in its analysis:

Valuation Analyses

The following considerations may also have a significant impact on

the Company’s valuation:

Take Private

Premiums Paid

Analysis

Discounted Cash

Flow Analysis

Leveraged

Acquisition Analysis

Accretion/Dilution

Analysis

24

Implied Transaction Multiples

($ in thousands, except per share data)

Valuation Analyses

(1)  Based on ECHO’s

closing share price of $3.54 on October 27, 2006.

(2)  Based on total shares outstanding of 155,343,662 and Common

Stock Equivalents (“CSEs”) as of July 31, 2006 (per June 30, 2006 10-Q).  CSEs

calculated using the treasury stock method and based on 100,000

options in

the money with an exercise price of $1.30 and 15,037,568 warrants outstanding, per the April 7, 2006 proxy statement, with an exercise price of $0.72.

(3)  Includes face value of senior notes, notes payable and obligations under capital lease less cash and equivalents as of June

30, 2006 per the 10-Q.

(4)  Includes estimated costs of $53.6 million to retire existing senior notes.

(5)  Per Company Management.

(6)  Excludes non-cash, non-recurring restricted stock and stock option expenses and other non-recurring items.

(7)  Free Cash Flow (FCF) calculated as EBITDA less capital expenditures.

25

Range of Value

Purchase Price Per Share

$3.70

Implied Premium %

(1)

4.5%

Shares Outstanding

(2)

167,520

Implied Equity Valuation

$619,824

Net Debt

(3)(4)

157,698

Enterprise Value

$777,522

Enterprise Value

Revenue

ECHO Statistic

Multiples

LTM June 2006

$159,151

4.89x 

2006E

(5)

193,317

4.02x 

EBITDA

LTM June 2006

(6)

$122,985

6.3x 

2006E

(5)(6)

160,073

4.9x 

Cash EBITDA

LTM June 2006

(6)

$87,751

8.9x 

2006E

(5)(6)

100,027

7.8x 

Free Cash Flow (FCF)

(7)

LTM June 2006

(6)

$47,517

16.4x 

2006E

(5)(6)

62,827

12.4x 

EBIT

LTM June 2006

(6)

$34,722

22.4x 

2006E

(5)(6)

69,634

11.2x 

Selected Public Companies Analysis

Methodology and Assumptions

William Blair selected a group of publicly-traded companies that it deems relevant:

General Company of Geophysics

Petroleum Geo-Services ASA

Pulse Data

TGS Nopec

Geophysical

Veritas

DGC

For this group, William Blair calculated the following multiples

and compared them to the similar

metric for ECHO at the current implied transaction value:

Total Enterprise Value/LTM Revenue

Total Enterprise Value/LTM EBITDA

Total Enterprise Value/LTM Cash EBITDA

Total Enterprise Value/LTM Free Cash Flow

Total Enterprise Value/LTM EBIT

Selected Public Companies Analysis

26

Enterprise Valuation Multiples

Sources:

Public

filings,

Bloomberg

and

FactSet

Research

Systems

as

of

October

27,

2006.

(1)

ECHO

LTM

multiples

based

on

last

twelve

months

as

of

June

30,

2006.

Assumes

ECHO

stock

price

of

$3.70.

Enterprise Value / LTM Revenue

3.29x

3.11x

2.78x

2.44x

4.89x

4.82x

TGS

Veritas

PGS

Pulse

GGY

ECHO

Median  3.11x

(1)

Enterprise Value / LTM EBITDA

7.2x

6.6x

5.9x

4.3x

6.3x

8.9x

7.6x

GGY

Veritas

PGS

TGS

Pulse

ECHO

EBITDA

ECHO

Cash

EBITDA

Median  6.6x

(1)

Enterprise Value / LTM Free Cash Flow

13.7x

11.8x

10.6x

7.5x

16.4x

22.2x

GGY

Veritas

TGS

PGS

Pulse

ECHO

Median  11.8x

(1)

Enterprise Value / LTM EBIT

16.8x

14.3x

12.4x

9.4x

22.4x

20.4x

Veritas

Pulse

GGY

PGS

TGS

ECHO

Median  14.3x

(1)

(1)

Selected Public Companies Analysis

27

Selected Public Companies Multiples Analysis

Selected Public Companies Analysis

(1)

ECHO’s

Cash

EBITDA

is

more

comparable

to

the

selected

comparable

companies’

EBITDA

due

to

ECHO’s

focus

on

onshore

seismic

data

creation.

ECHO’s

clients

fund

approximately

70%

of

the

costs

to

create

onshore

seismic

data

surveys,

which

is

recorded

as

acquisition

revenue

and

included

in

EBITDA,

even

though

it

is

a

pass

through.

ECHO’s

Cash

EBITDA

excludes

acquisition

revenue

as

well

as

other

non-cash

revenue

components

and

non-cash

expenses.

28

Proposed

Transaction

Selected M&A Transaction Valuation Multiples

Multiples

Min

Median

Mean

Max

EV / LTM Revenue

4.89x

2.44x

3.11x

3.29x

4.82x

EV / LTM EBITDA

6.3x

4.3x

6.6x

6.3x

7.6x

EV / LTM Cash EBITDA

(1)

8.9x

4.3x

6.6x

6.3x

7.6x

EV / LTM FCF

16.4x

7.5x

11.8x

13.1x

22.2x

EV / LTM EBIT

22.4x

9.4x

14.3x

14.7x

20.4x

Selected M&A Transactions Analysis

Methodology and Assumptions

William Blair reviewed publicly available transactions for the past eight years to identify transactions

that we deemed relevant

The review of past transactions focused on providers of seismic services, including companies that

acquire, process and market seismic data, companies that have multi-client seismic libraries and

companies that posses seismic processing technologies

Selected M&A Transactions Analysis

Implied Total

Enterprise

Transaction Value to

Date

Date

Value

LTM

Announced

Effective

Target

Target Business Description

Acquiror

($MM)

Revenue

EBITDA

FCF

EBIT

09/05/06

Pending

Veritas DGC

Offers geophysical equipment and geophysical

services to the oil and gas industries worldwide.

Compagnie Generale de Geophysique

$2,885.9

3.70x

7.7x

21.0x

24.3x

04/21/06

04/28/06

WesternGeco (Remaining 30%)

Provider of drilling, formation evaluation,

completion and production products and services.

Schlumberger

$8,000.0

4.41x

10.7x

NA

19.4x

05/10/04

06/14/04

GX Technology

Time processing, velocity modeling, pre-stack time

migration (PSTM), and pre-stack depth migration

(PDSM).

Input Output Inc

$152.5

2.61x

7.3x

22.0x

17.5x

11/27/01

02/04/02

ReQuest Income Trust

Development, marketing, acquisition and

subsequent licensing of non-exclusive seismic data

to the oil and gas industry in Canada.

Pulse Data

$52.1

1.13x

2.9x

NA

21.3x

02/22/99

10/01/99

Enertec Resource Services

Provider of land acquisition, seismic data

processing, and marine geophysical surveys and

positioning services.

Veritas DGC

$24.8

0.57x

2.8x

7.4x

9.1x

05/11/98

08/10/98

Western Atlas

Provider of seismic, wireline logging and reservoir

information services worldwide.

Baker Hughes

$6,143.7

3.47x

9.4x

NMF

24.7x

Minimum

0.57x

2.8x

7.4x

9.1x

Mean

2.65x

6.8x

16.8x

19.4x

Median

3.04x

7.5x

21.0x

20.3x

Maximum

4.41x

10.7x

22.0x

24.7x

29

Selected M&A Transactions Multiples Analysis

Selected M&A Transactions Analysis

(1) ECHO’s

Cash

EBITDA

is

more

comparable

to

the

selected

target

companies’

EBITDA

due

to

ECHO’s

focus

on

onshore

seismic

data

creation.

ECHO’s

clients

fund

approximately

70%

of

the

costs

to

create

onshore

seismic

data

surveys,

which

is

recorded

as

acquisition

revenue

and

included

in

EBITDA,

even

though

it

is

a

pass

through.

ECHO’s

Cash

EBITDA

excludes

acquisition

revenue

as

well

as

other

non-cash

revenue

components

and

non-cash

expenses.

30

Proposed

Transaction

Selected M&A Transaction Valuation Multiples

Multiples

Min

Median

Mean

Max

EV / LTM Revenue

4.89x

0.57x

3.04x

2.65x

4.41x

EV / LTM EBITDA

6.3x

2.8x

7.5x

6.8x

10.7x

EV / LTM Cash EBITDA

(1)

8.9x

2.8x

7.5x

6.8x

10.7x

EV / LTM FCF

16.4x

7.4x

21.0x

16.8x

22.0x

EV / LTM EBIT

22.4x

9.1x

20.3x

19.4x

24.7x

Discounted Cash Flow Analysis

Discounted Cash Flow Analysis

Discounted Cash Flow

The capital expenditure restrictions of the current bonds limit the overall valuation for ECHO given the real and perceived

limit on adding data to the library

Blair evaluated the magnitude of the effects of the capital expenditure limitations on valuation by completing a discounted

cash flow analysis assuming alternative capital structures and several alternative set of projections:

Business cyclicality case

Steady growth case

We

tested

the

effects

on

valuation

in

increasing

ECHO’s

ability

to

invest

in

the

library

beyond

the

levels

mandated

by

the current indenture

A summary of the financial projections used in each analysis is presented below

Projections Analysis

($ in millions)

2006

2007

2008

2009

2010

2011

Total Revenue

Business Cyclicality Case

$193.3

$147.7

$163.4

$217.8

$233.4

$248.6

Business Cyclicality Case Plus Capex Constraint Removal

193.3

172.3

193.4

254.6

250.3

263.1

Steady Growth Case

193.3

202.9

228.5

233.8

247.3

261.5

Steady Growth Case Plus Capex Constraint Removal

193.3

227.6

259.9

270.6

264.2

276.0

Cash EBITDA

Business Cyclicality Case

$100.0

$82.8

$87.5

$111.4

$127.7

$141.6

Business Cyclicality Case Plus Capex Constraint Removal

100.0

83.2

93.1

123.4

143.7

155.4

Steady Growth Case

100.0

107.9

122.1

126.7

141.0

153.9

Steady Growth Case Plus Capex Constraint Removal

100.0

108.4

129.0

138.7

157.0

167.7

Capital Expenditures (Gross)

Business Cyclicality Case

$97.2

$58.7

$73.7

$117.4

$112.8

$112.9

Business Cyclicality Case Plus Capex Constraint Removal

97.2

95.0

110.0

153.8

112.8

112.9

Steady Growth Case

97.2

102.0

117.0

117.4

112.8

112.9

Steady Growth Case Plus Capex Constraint Removal

97.2

138.3

153.3

153.8

112.8

112.9

31

Discounted Cash Flow Analysis

Discounted Cash Flow Analysis

Note:

Assumes

net

debt

of

$93.1

million

as

of

June

30,

2006

(includes

proceeds

from

assumed

exercise

of

exercisable

options

and

warrants)

and

present

value

of

NOLs

and

Deferred

Tax

Assets

of

approximately

$48

-

$54

million.

Cases

do

not

reflect the costs to remove the capital expenditures restraint.

($ in millions, except per share values)

Business Cyclicality Case

Business Cyclicality Case Plus

Capex Constraint Removal

Steady Growth Case

Steady Growth Case Plus Capex

Constraint Removal

Present Value of Equity

Present Value of Equity

Present Value of Equity

Present Value of Equity

Discount

2011 Cash EBITDA Exit Mult.

2011 Cash EBITDA Exit Mult.

2011 Cash EBITDA Exit Mult.

2011 Cash EBITDA Exit Mult.

  Rate

6.0 x

6.5 x

7.0 x

6.0 x

6.5 x

7.0 x

6.0 x

6.5 x

7.0 x

6.0 x

6.5 x

7.0 x

14.0%

$539.0

$575.8

$612.6

$570.4

$610.8

$651.1

$592.3

$632.3

$672.2

$624.6

$668.1

$711.6

14.5%

526.3

562.3

598.3

556.6

596.1

635.6

578.3

617.4

656.5

609.5

652.1

694.7

15.0%

514.0

549.2

584.4

543.2

581.9

620.5

564.7

603.0

641.2

594.8

636.5

678.2

15.5%

501.9

536.4

570.8

530.2

568.0

605.8

551.5

588.9

626.3

580.5

621.3

662.1

16.0%

490.2

523.9

557.7

517.5

554.5

591.5

538.6

575.2

611.8

566.6

606.5

646.4

Price Per Share

Price Per Share

Price Per Share

Price Per Share

2011 Cash EBITDA Exit Mult.

2011 Cash EBITDA Exit Mult.

2011 Cash EBITDA Exit Mult.

2011 Cash EBITDA Exit Mult.

6.0 x

6.5 x

7.0 x

6.0 x

6.5 x

7.0 x

6.0 x

6.5 x

7.0 x

6.0 x

6.5 x

7.0 x

14.0%

$3.16

$3.38

$3.59

$3.35

$3.58

$3.82

$3.47

$3.71

$3.94

$3.66

$3.92

$4.17

14.5%

3.09

3.30

3.51

3.27

3.50

3.73

3.39

3.62

3.85

3.58

3.82

4.07

15.0%

3.01

3.22

3.43

3.19

3.41

3.64

3.31

3.54

3.76

3.49

3.73

3.98

15.5%

2.94

3.15

3.35

3.11

3.33

3.55

3.23

3.45

3.67

3.41

3.64

3.88

16.0%

2.88

3.07

3.27

3.04

3.25

3.47

3.16

3.37

3.59

3.32

3.56

3.79

32

Leveraged Acquisition Analysis

Parameters

Analyzed the returns to equity investors

under the business cyclicality and steady

growth cases and with the following

assumptions:

December 31, 2006 transaction

Estimated Net Debt of $104.1

million as of June 30, 2006

Terminal Cash EBITDA multiples

ranging from 6.0x to 7.0x

Capital expenditure constraint

removed

Assumes existing senior notes are

retired and a $53.6 million tender

premium

Results

Business Cyclicality Case

Steady Growth Case

Leveraged Acquisitions Summary

Leveraged Acquisition Analysis

2011Cash EBITDA Exit Multiple

6.0x

6.5x

7.0x

Subordinated Debt

(2)

Equity Investment Returns

11.8%

14.1%

16.1%

2011Cash EBITDA Exit Multiple

6.0x

6.5x

7.0x

Subordinated Debt

(2)

Equity Investment Returns

15.2%

17.3%

19.3%

33

M&A Premiums Paid Analysis

Premiums in Precedent Public 100% Acquisitions

William Blair analyzed 231 domestic public transactions with equity values between $250 million and

$1

billion

that

were

announced

since

January

2003

in

which

100%

of

the

target

was

acquired

(1)

William Blair compared the price of each transaction to the closing price of the target stock one day,

one month, 180 days and 360 days prior to the announcement of the transaction

William Blair then compared the range of premiums calculated from that universe to the premiums

implied by the proposed purchase price for ECHO

M&A Premiums Paid Analysis

Sources:

Commscan

M&A

Desk,

FactSet

Research

Systems

and

Bloomberg.

(1)  Excluding transactions involving closed-end funds or REITs.  Transactions through October 27, 2006.

(2)  Assumes a transaction announcement on August 28, 2006.

Actual

Implied

Period Prior to

ECHO

Premium

Premium Paid Data Percentile

(1)

Announcement

Price

(2)

at $3.70

Minimum

25th

50th

75th

Maximum

1 Day

$3.50

5.7%

(26.7%)

10.4%

20.7%

31.6%

116.2%

1 Month

$3.98

(7.0%)

(24.5%)

13.8%

26.6%

40.5%

938.8%

180 Days

$2.50

48.0%

(87.7%)

15.4%

34.3%

55.4%

1100.0%

360 Days

$1.68

120.2%

(90.6%)

14.7%

38.6%

72.5%

12985.7%

34

Take Private Premiums Paid Analysis

Premiums in Precedent Take-Private Situations

William Blair analyzed 44 domestic public take private transactions involving financial sponsor

acquirers announced since January 2003 with transaction equity values between $250 million and $1

billion and in which 100% of the target was acquired

(1)

William Blair compared the price of each transaction to the closing price of the target stock one day,

one month, 180 days and 360 days prior to the announcement of the transaction

William Blair then compared the range of premiums calculated from that universe to the premiums

implied by the proposed purchase price for ECHO

Take Private Premiums Paid Analysis

Sources: Commscan M&A Desk, FactSet Research Systems and Bloomberg.

(1)  Excluding transactions involving closed-end funds or REITs.  Transactions through October 27, 2006.

(2)  Assumes a transaction announcement on August 28, 2006.

Actual

Implied

Period Prior to

ECHO

Premium

Premium Paid Data Percentile

Announcement

Price

(2)

at $3.70

Minimum

25th

50th

75th

Maximum

1 Day

$3.50

5.7%

(13.0%)

5.9%

14.0%

27.3%

58.4%

1 Month

$3.98

(7.0%)

(28.2%)

11.1%

22.0%

34.1%

938.8%

180 Days

$2.50

48.0%

(73.0%)

3.4%

19.8%

33.9%

486.7%

360 Days

$1.68

120.2%

(77.1%)

4.8%

24.7%

51.6%

336.9%

35

Accretion/Dilution Analysis

Standalone Accretion/Dilution Analysis

Accretion/Dilution Analysis

Analysis determines the maximum price at which an all cash acquisition is not dilutive to an acquirer’s

earnings

Key assumptions include:

Based on 2006 projected results

All-cash consideration, financed by acquirer with debt at a range of

interest rates (9% -

11%)

Assumes that the excess paid over tangible book value is allocated to a range of identifiable

intangibles (20% -

30%) and amortized over 7 years

Assumes existing senior notes are retired and a $53.6 million tender premium

35.0% marginal tax rate

36

Accretion / (Dilution) Price per Share Sensitivity Analysis

Based on 2006E Results

Interest Rate

9.0%

10.0%

11.0%

20.0%

2.70

$           

2.41

$           

2.16

$           

25.0%

2.54

2.28

2.05

30.0%

2.40

2.16

1.96

Form of Opinion Regarding Fairness

Appendix

Breakup Fee Analysis

Appendix

Analyzed breakup fee for 104 majority interest transactions since January 1, 2003

Equity value at announcement between $250 million and $1 billion

ECHO’s

breakup fee is $17 million, or 2.2% of the transaction enterprise value

Sources: Commscan M&A Desk, FactSet Research Systems and Bloomberg.

(1)  Excluding transactions involving closed-end funds or REITs.  Transactions through October 27, 2006.

37

Breakup Fee as a % of

Enterprise Value

Equity Value

Minimum

0.3%

1.4%

Mean

3.9%

3.5%

Median

3.3%

3.5%

Maximum

45.0%

7.1%

Initial Valuation Range (November 2005 Blair Presentation)

Maintaining existing capital structure will pressure the high end of the range previously discussed

Updated share count after review of indenture and capital structure to reflect warrant treatment

(1) As of September 30, 2005 Balance Sheet.

(2) Adjusted EBITDA equals EBITDA less net cash capital expenditures.

(3) Cash operating income equals cash operating revenue less cash operating expenses.

Buyer A Final

Bid ($2.80)

ValueAct

Final

Bid ($3.70)

Appendix

38

Current

Range of Value

Implied Enterprise Valuation

$381,660

$450,000

$495,000

$540,000

$585,000

$630,000

$675,000

Net Debt

(1)

140,065

140,065

140,065

140,065

140,065

140,065

140,065

Implied Equity Value

$241,595

$309,935

$354,935

$399,935

$444,935

$489,935

$534,935

Pro Forma Shares Outstanding

160,742

162,277

162,974

163,519

163,956

164,315

164,614

Equity Price Per Share

$1.50

$1.91

$2.18

$2.45

$2.71

$2.98

$3.25

Implied Premium %

0.0%

27.1%

44.9%

62.7%

80.6%

98.4%

116.2%

Seitel

EBITDA

Results

Enterprise Value / EBITDA

2005E

$118,300

3.2x 

3.8x 

4.2x 

4.6x 

4.9x 

5.3x 

5.7x 

2006E

137,800

2.8x 

3.3x 

3.6x 

3.9x 

4.2x 

4.6x 

4.9x 

Adjusted EBITDA

(2)

Enterprise Value / Adjusted EBITDA

2005E

$85,700

4.5x 

5.3x 

5.8x 

6.3x 

6.8x 

7.4x 

7.9x 

2006E

95,000

4.0x 

4.7x 

5.2x 

5.7x 

6.2x 

6.6x 

7.1x 

Cash Operating Income

(3)

Enterprise Value / Cash Operating Income

2005E

$98,500

3.9x 

4.6x 

5.0x 

5.5x 

5.9x 

6.4x 

6.9x 

Net Income

Equity Value / Net Income = Price / Earnings

2006E

$19,500

12.4x 

15.9x 

18.2x 

20.5x 

22.8x 

25.1x 

27.4x 

($ in thousands, except per share values)