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Exhibit 4.4
AMENDMENT NO. 2 TO
COMMON STOCK
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO COMMON STOCK REGISTRATION RIGHTS
AGREEMENT (this "Amendment") is entered into as of this 17th day of December,
1997, among GRANT GEOPHYSICAL, INC., a Delaware corporation (the "Company"),
▇▇▇▇▇▇▇ ASSOCIATES, L.P., a Delaware limited partnership (the "Purchaser") and
WESTGATE INTERNATIONAL, L.P., a Delaware limited partnership ("Westgate").
WHEREAS, the Company and the Purchaser are parties to a Common
Stock Registration Rights Agreement dated September 19, 1997, as amended by
Amendment No. 1 to Common Stock Registration Rights Agreement, dated October 1,
1997 (the "Agreement"), pursuant to which the Company granted to the Purchaser
and Westgate certain registration rights with respect to Registrable Shares (as
defined in the Agreement);
WHEREAS, pursuant to that certain Stock Purchase Agreement,
dated December 18, 1997, among the Company, the Purchaser and Westgate (the
"Stock Purchase Agreement"), the Purchaser and Westgate have exchanged, in the
aggregate, 9,305,109 shares of the Common Stock of Solid State Geophysical, Inc.
for an aggregate of 4,652,555 shares of the Company's Common Stock; and
WHEREAS, the Purchaser and Westgate have conditioned the Stock
Purchase Agreement on such shares of the Company's Common Stock issued pursuant
to the Stock Purchase Agreement being considered Registrable Shares under the
Agreement;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
1. DEFINITIONS. Capitalized terms used herein and not
defined are used as defined in the Agreement.
2. AMENDMENTS.
(a) The definition of "Registrable Shares" in Section 1 of the
Agreement is hereby amended and restated in its entirety to read as follows:
"Registrable Shares" shall mean (i) any Common Stock issued to
Purchaser or Westgate pursuant to the Subscription or in connection
with the Plan or the Stock Purchase Agreement; (ii) any Preferred Stock
issued to Purchaser or Westgate pursuant to the Second Subscriptions;
(iii) any Preferred Stock issued with respect to dividends and Dividend
Interest (paid or accrued
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but unpaid) on the Preferred Stock referred to in clause (ii); (iv) any
Common Stock issued with respect to the Preferred Stock pursuant to
Section 5(b)(ii) of the terms of the Preferred Stock set forth in
Article Fourth of the Company's Certificate of Incorporation, as
amended on the date hereof; and (v) any equity securities of the
Company issued or distributed after the date hereof in respect of the
stock referred to in clauses (i), (ii), (iii) and (iv) above by way of
any stock dividend, stock split or other distribution, recapitalization
or reclassification, and any equity securities of the Company acquired
by a Holder upon exercise or conversion of any such securities. As to
any particular Registrable Share, such Registrable Share shall cease to
be a Registrable Share when (x) it shall have been sold, transferred or
otherwise disposed of or exchanged pursuant to a registration statement
under the Securities Act or (y) it shall have been distributed to the
public pursuant to Rule 144 (or any successor provision) under the
Securities Act.
3. CONSENT. Each of the Purchaser and Westgate hereby consent
to the provisions hereof amending its rights and granting rights to Westgate.
4. COUNTERPARTS. This Amendment may be executed in one
or more counterparts, each of which shall be deemed an original and all of
which, together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective authorized officers as of the date
aforesaid.
GRANT GEOPHYSICAL, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: President and Chief Executive Officer
▇▇▇▇▇▇▇ ASSOCIATES, L.P.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: General Partner
WESTGATE INTERNATIONAL, L.P.
By: Martly International, Inc, attorney-in-fact
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President
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