FIRST AMENDMENT TO SECOND AND RESTATED REGISTRATION RIGHTS AGREEMENT

Exhibit 4.4

FIRST AMENDMENT TO

SECOND AND RESTATED

REGISTRATION RIGHTS AGREEMENT

FIRST AMENDMENT (the “Amendment”) to that certain Second Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) dated February 12, 2010, among Geokinetics Inc., a Delaware corporation (including its successors, the “Company”), Avista Capital Partners, L.P., a Delaware limited partnership, Avista Capital Partners (Offshore), L.P., a Bermuda limited partnership (together with Avista Capital Partners, L.P., the “Avista Holders”), Levant America S.A., a Liberian corporation (“Levant”), and Petroleum Geo-Services ASA, a Norwegian corporation (“PGS,” and collectively with the Avista Holders and Levant, the “Security Holders”).

Capitalized terms not otherwise defined herein shall have the meanings specified for such terms in the Registration Rights Agreement.

WHEREAS, the Avista Holders, PGS and Levant collectively constitute Requesting Holders;

NOW THEREFORE, the undersigned hereby agree as follows:

1. The first sentence of Section 2.1(i) of the Registration Rights Agreement is hereby amended and restated to read in its entirety as follows:

(i) In lieu of any of the Demand Registration and if the Company has established a “shelf offering” of newly issued shares of Common Stock (the “Company Shelf Shares”) under the Securities Act to be made on a continuous basis pursuant to Rule 415 on Form S-3 (the “Company Shelf”), each of the Avista Holders and PGS may issue a Demand Request for the Company to sell Company Shelf Shares and use the proceeds from such sale to purchase all or any portion of (i) the Registrable Shares held by such Requesting Holder (the “Shelf Funded Repurchase”) at a price equal to the price at which the Company Shelf Shares were sold less any underwriting discounts and commission (the “Net Price”) or (ii) to purchase all or any portion of any warrants to purchase Registrable Shares held by such Requesting Holder at a price per Registrable Share underlying the warrant (“Warrant Share”) equal to the Net Price less the applicable exercise price per Warrant Share.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first written above.

	GEOKINETICS INC.
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	President

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		PETROLEUM GEO-SERVICES ASA
		By:	/s/ Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxxxx Xxxxxxxx
		Title:	Chief Financial Officer
		Address:
		Xxxxxxxxxxx 0
		X.X. Xxx 00
		N-1325 Lysaker
		Norway
		Attention: General Counsel
		Facsimile: x00 00 00 00 00
	Copy to:
		Xxxxx Xxxxx L.L.P.
		One Shell Plaza
		000 Xxxxxxxxx
		Xxxxxxx, Xxxxx 00000
		Attention: Xxx X. Xxxx
		Facsimile: (000) 000-0000

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		AVISTA CAPITAL PARTNERS, L.P.
		By: AVISTA CAPITAL PARTNERS GP, LLC, its general partner
		By:	/s/ Xxxx Xxxxx
			Xxxx Xxxxx
			Authorized Signatory
		Address:
		0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
		Xxxxxxx, Xxxxx 00000
		Telecopy: (000) 000-0000
		Attention: Xxxx Xxxxx
		AVISTA CAPITAL PARTNERS (OFFSHORE), L.P.
		By: AVISTA CAPITAL PARTNERS GP, LLC, its general partner
		By:	/s/ Xxxx Xxxxx
			Xxxx Xxxxx
			Authorized Signatory
		Address:
		0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
		Xxxxxxx, Xxxxx 00000
		Telecopy: (000) 000-0000
		Attention: Xxxx Xxxxx
	Copy to:
		Xxxxxxx Xxxxx Swell LLP
		0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
		Xxxxxxx, Xxxxx 00000
		Facsimile: (000) 000-0000
		Attention: Xxxxxx X. Xxxxx

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		LEVANT AMERICA S.A.
		By:	/s/ X.X. Xxxxxx, Xx.
		X. X. Xxxxxx, Xx.
		Attorney in Fact
		Colonial Navigation Company, Inc.
		000 Xxxxxxxxx Xxx. 00xx Xxxxx
		Xxx Xxxx, Xxx Xxxx 00000
		Telecopy: (000) 000-0000
		Attention: X. X. Xxxxxx, Xx.

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