EXHIBIT 4.3
NOTE REGISTRATION RIGHTS AGREEMENT
AMONG
GEOKINETICS INC.
and
the parties named herein
Dated as of April 30, 1998
NOTE REGISTRATION RIGHTS AGREEMENT (the "Note Registration Rights
Agreement" or this "Agreement") dated as of April 30, 1998 (the "Issue Date")
among Geokinetics Inc., a Delaware corporation (the "Company"), and the parties
named herein (together with their respective successors and assigns, the
"Holders").
Terms defined in the Securities Purchase Agreement (the "Securities
Purchase Agreement") dated as of April 30, 1998 between the Company and the
purchasers named therein (the "Purchasers") unless defined herein are used as
therein defined.
WHEREAS, the Company proposes to issue an aggregate principal amount
of $40,000,000 of its 12% Senior Subordinated Notes due 2005 (the "Notes").
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
SECTION 1. REGISTRATION RIGHTS.
(A) DEMAND REGISTRATION.
(1) REQUEST FOR REGISTRATION. At any time on or after the first
anniversary of the Issue Date, the Holder or Holders of in excess of 25% of the
aggregate principal amount of the outstanding Notes may make a written request
for registration under the Securities Act ("Demand Registration") of all or part
of its or their Registrable Securities; PROVIDED that the Company shall not be
obligated to effect more than two Demand Registrations in respect of the
Registrable Securities. Such request will specify the number of Registrable
Securities proposed to be sold and will also specify the intended method of
disposition thereof. Within 10 Business Days after receipt of such request, the
Company will give written notice of such registration request to all other
Holders of Notes and include in such registration all Registrable Securities
with respect to which the Company has received written requests for inclusion
therein from the Holders thereof within 15 Business Days after receipt by the
applicable Holder of the Company's notice. Each such request will also specify
the aggregate number of Registrable Securities to be registered and the intended
method of disposition thereof. Unless the Holder or Holders of a majority in
aggregate number of the Registrable Securities to be registered in such Demand
Registration shall consent in writing, no other party, including the Company
(but excluding another Holder of a Note), shall be permitted to offer securities
under any such Demand Registration.
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(2) EFFECTIVE REGISTRATION AND EXPENSES. A registration will not
count as a Demand Registration until it has become effective (unless the Holders
demanding such registration withdraw the Registrable Securities, in which case
such demand will count as a Demand Registration unless the Holders of such
Registrable Securities agree to pay all Registration Expenses (as hereinafter
defined) relating to such registration). Except as provided above, the Company
will pay all Registration Expenses in connection with any registration initiated
as a Demand Registration, whether or not it becomes effective.
(3) PRIORITY ON DEMAND REGISTRATIONS. If the Holders of a majority
of the Registrable Securities to be registered in a Demand Registration so
elect, the offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of an underwritten offering. In such event, if
the managing underwriter or underwriters (the "Underwriters") of such offering
advise the Company and the Holders in writing that in their opinion the
Registrable Securities requested to be included in such offering is sufficiently
large to materially and adversely affect the success of such offering, then (i)
the Holders of Registrable Securities shall be entitled to participate in such
Demand Registration (PRO RATA on the basis of the amount of Registrable
Securities requested to be included in such registration by each such Holder)
first; and (ii) the Company and other equity security holders of the Company
entitled to participate will be entitled to participate in such registration
(with the holders of such securities being entitled to participate in accordance
with the relative priorities, if any, as shall exist among them), in each case
with further PRO RATA allocations to the extent any such person has requested
registration of fewer securities than such person is entitled to have registered
so that the number of securities to be included in such registration will not
exceed that amount that can, in the opinion of such Managing Underwriter or
Underwriters, be sold without any such material adverse effect. To the extent
Registrable Securities so requested to be registered are excluded from the
offering, the Holders of Registrable Securities, as a group, shall have the
right to one additional Demand Registration under this section with respect to
Registrable Securities for the number of securities so excluded (but in no event
shall such additional Demand Registration be for less than $1,000,000 principal
amount of Registrable Securities).
(4) SELECTION OF UNDERWRITERS. If any Demand Registration is in the
form of an underwritten offering, the Holders of a majority of the aggregate
number of the outstanding Registrable Securities shall designate the Underwriter
or a group of Underwriters to be utilized in connection with the public offering
of such Registrable Securities, which selection shall be
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reasonably acceptable to the Company. The Company shall enter into an
underwriting agreement in customary form with such Underwriter or Underwriters,
which shall include, among other provisions, indemnities to the effect and to
the extent provided in Section 1(d). The holders of Registrable Securities to be
distributed by such Underwriters shall be parties to such underwriting agreement
and may, at their option, require that any or all of the representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such Underwriters also be made to and for their benefit and that
any and all of the conditions precedent to the obligations of such Underwriters
under such underwriting agreement also be conditions precedent to their
obligations. No holder of Registrable Securities shall be required to make any
representations or warranties to or agreements with the Company or the
Underwriters other than representations, warranties or agreements regarding such
holder and its ownership of the Registrable Securities being registered on its
behalf and such holder's intended method of distribution and any other
representation required by law.
(5) DEFERRAL. Notwithstanding anything to the contrary contained
herein, the Company shall not be obligated to prepare and file, or cause to
become effective, any registration statement pursuant to this Section 1(a)
hereof at any time when, in the good faith judgment of its Board of Directors,
the filing thereof at the time requested or the effectiveness thereof after
filing should be delayed to permit the Company to include in the registration
statement the Company's financial statements (and any required audit opinion
thereon) for the then immediately preceding fiscal year or fiscal quarter, as
the case may be. The filing of a registration statement by the Company cannot be
deferred pursuant to the provisions of the immediately preceding sentence beyond
the time that such financial statements (or any required audit opinion thereon)
would be required to be filed with the Commission as part of the Company's
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be,
if the Company were then obligated to file such reports. Notwithstanding
anything to the contrary contained herein, the Company shall not be obligated to
cause a registration statement previously filed pursuant to this Section 1(a) to
become effective, and may suspend sales by the Holders of Registrable Securities
under any registration that has previously become effective, at any time when,
in the good faith judgment of its Board of Directors, it reasonably believes
that the effectiveness of such registration statement or the offering of
securities pursuant thereto would materially adversely affect a pending or
proposed acquisition, merger, recapitalization, consolidation, reorganization or
similar transaction or negotiations, discussions or pending proposals with
respect thereto; provided that deferrals pursuant to this sentence shall
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not exceed, in the aggregate, 180 days in any calendar year. The filing of a
registration statement, or any amendment or supplement thereto, by the Company
cannot be deferred, and the rights of Holders of Registrable Securities to make
sales pursuant to an effective registration statement cannot be suspended,
pursuant to the provisions of the immediately preceding sentence for more than
15 days after the abandonment or 30 days after the consummation of any of the
foregoing proposals or transactions or, in any event, for more than 30 days
after the date of the Board's determination pursuant to the immediately
preceding sentence of this Section 1(a)(5).
(6) The Company agrees that after the Issue Date, it shall not grant
any Person registration rights of the type set forth in Section 1(a) hereof with
respect to any class of debt security of the Company without the consent of the
Holders of a majority of the Registrable Securities, which consent shall not be
unreasonably withheld. The Company and the Holders agree that the Holders shall
be entitled to the consent right set forth in the immediately preceding sentence
so long as the Holders continue to hold 25% of the Registrable Securities
acquired by them on the Date of Closing.
(B) PIGGY-BACK REGISTRATION.
(1) If the Company proposes to file a registration statement under
the Securities Act with respect to an offering by the Company for its own
account or for the account of any of its security holders of any class of debt
security, then the Company shall give written notice of such proposed filing to
the Holders of Registrable Securities as soon as practicable (but in no event
less than 20 Business Days before the anticipated filing date), and such notice
shall offer such Holders the opportunity to register such number of Registrable
Securities as each such Holder may request (a "Piggy-Back Registration").
(2) The Company shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed underwritten offering to permit the
Registrable Securities requested to be included in the registration statement
for such offering to be included on the same terms and conditions as any similar
securities of the Company or of such other security holders included therein.
Notwithstanding the foregoing, if the managing Underwriter or Underwriters of
such offering deliver a written opinion to the Company that either because of
(i) the kind or combination of securities which the Holders, the Company and any
other persons or entities intend to include in such offering or (ii) the size of
the offering which the Holders, the Company and such other persons intend to
make, are such that the success of the offering would be
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materially and adversely affected by inclusion of the Registrable Securities
requested to be included, then (a) in the event that the size of the offering is
the basis of such managing Underwriter's opinion, the amount of securities to be
offered for the accounts of Non-Priority Persons (as defined below) shall be
reduced pro rata (according to the Registrable Securities and other securities
proposed for registration by Persons ("Non-Priority Persons") other than the
Person or Persons for whose account such registration was initially to be filed)
to the extent necessary to reduce the total amount of securities to be included
in such offering to the amount recommended by such managing Underwriter or
Underwriters; PROVIDED that if securities are being offered for the account of
Non-Priority Persons other than holders of Registrable Securities, then with
respect to the Registrable Securities intended to be offered by Holders, the
proportion by which the amount (taking into account the initial net proceeds to
the Company on issuance of such securities and not the face amount thereof) of
such class of securities intended to be offered by Holders is reduced shall not
exceed the proportion by which the amount of such class of securities intended
to be offered by Non-Priority Persons other than holders of Registrable
Securities is reduced; and (b) in the event that the kind (or combination) of
securities to be offered is the basis of such managing Underwriter's opinion,
(x) the Registrable Securities to be included in such offering shall be reduced
as described in clause (a) above (subject to the proviso in clause (a)) or (y)
if the actions described in clause (x) would, in the judgment of the managing
Underwriter, be insufficient to substantially eliminate the adverse effect that
inclusion of the Registrable Securities requested to be included would have on
such offering, such Registrable Securities will be excluded from such offering.
The Company will pay all Registration Expenses (as defined herein)
in connection with each registration of Registrable Securities.
(C) REGISTRATION PROCEDURES.
If and whenever the Company is required to use its best efforts to
effect the registration of any Registrable Securities under the Securities Act,
the Company will promptly:
(1) prepare and file with the Securities and Exchange Commission a
registration statement with respect to such securities, make all required
filings with the NASD and use commercially reasonable efforts to cause
such registration statement to become effective;
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(2) prepare and file with the Securities and Exchange Commission
such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered
by such registration statement until such time as all of such securities
have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof set forth in such
registration statement, but in no event for a period of more than one year
after such registration statement becomes effective;
(3) furnish to counsel (if any) elected by holders of a majority (by
aggregate principal amount) of the Registrable Securities covered by such
registration statement copies of all documents proposed to be filed with
the Securities and Exchange Commission in connection with such
registration, which documents will be subject to the review of such
counsel;
(4) furnish to each seller of such securities such number of
conformed copies of such registration statement and of each such amendment
and supplement thereto (in each case including all exhibits, except that
the Company shall not be obligated to furnish any seller of securities
with more than two copies of such exhibits), such number of copies of the
prospectus included in such registration statement (including such
preliminary prospectus and any summary prospectus), in conformity with the
requirements of the Securities Act, and such other documents, as such
seller may reasonably request in order to facilitate the disposition of
the securities owned by such seller;
(5) use its commercially reasonable efforts to register or qualify
such securities covered by such registration statement under such other
securities or Blue Sky Laws of such jurisdictions as each seller shall
request, and do any and all other acts and things which may be necessary
or advisable to enable such seller to consummate the disposition in such
jurisdictions of the securities owned by such seller, except that the
Company shall not for any such purpose be required to qualify generally to
do business as a foreign corporation in any jurisdiction wherein it is not
so qualified, or to consent to general service of process in any such
jurisdiction;
(6) furnish to each seller a signed counterpart, addressed to the
sellers, of
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(i) an opinion of counsel for the Company, dated the effective date
of the registration statement, reasonably satisfactory in form and
substance to such holders' counsel referred to in Section 1(c)(3),
and
(ii) subject to the accountants obtaining the necessary
representations as specified in Statement on Auditing Standards No.
72, a "comfort" letter signed by the independent public accountants
who have certified the Company's financial statements included in
the registration statement,
covering substantially the same matters with respect to the registration
statement (and the prospectus included therein) and, in the case of such
accountants' letter, with respect to changes subsequent to the date of
such financial statements, as are customarily covered in opinions of
issuer's counsel and in accountants' letters delivered to the Underwriters
in underwritten public offerings of securities;
(7) notify each seller of any securities covered by such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and at the request of any such seller prepare
and furnish to such seller a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such securities, such prospectus
shall not include an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing;
(8) otherwise use its commercially reasonable efforts to comply with
all applicable rules and regulations of the Securities and Exchange
Commission, and make available to its Security holders, as soon as
reasonably practicable, an earnings statement covering the period of at
least twelve months, but not more than eighteen months, beginning with the
first month after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act;
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(9) use its best efforts to list such securities on any securities
exchange on which the Common Stock is then listed, if such securities are
not already so listed and if such listing is then permitted under the
rules of such exchange, and to provide a trustee, transfer agent and
registrar and paying agent for such Registrable Securities not later than
the effective date of such registration statement;
(10) in any underwritten offering, use its best efforts to cause the
indemnity and contribution terms between the sellers and the Underwriters
to be no more burdensome to the sellers than the indemnity and
contribution terms between the sellers and the Company set forth in
Section 1(d) hereof;
(11) cause the Indenture relating to the Notes to be qualified under
the Trust Indenture Act of 1939, as amended; and
(12) promptly notify each Holder and the Underwriter or
Underwriters, if any:
(i) when such registration statement or any prospectus used in
connection therewith, or any amendment or supplement thereto, has
been filed and, with respect to such registration statement or any
post-effective amendment thereto, when the same has become
effective;
(ii) of any written comments from the Securities and Exchange
Commission with respect to any filing referred to in clause (i) and
of any written request by the Securities and Exchange Commission for
amendments or supplements to such registration statement or
prospectus;
(iii) of the notification to the Company by the Securities and
Exchange Commission of its initiation of any proceeding with respect
to the issuance by the Securities and Exchange Commission of, or of
the issuance by the Securities and Exchange Commission of, any stop
order suspending the effectiveness of such registration statement;
and
(iv) of the receipt by the Company of any notification with respect
to the suspension of the qualification of any Registrable Securities
for sale under the applicable securities or blue sky laws of any
jurisdiction.
The Company may require each seller of any securities as to which
any registration is being effected to furnish to the Company such information
regarding such seller and the distribution
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of such securities as the Company may from time to time reasonably request in
writing and as shall be required by law in connection therewith. Each such
holder agrees to furnish promptly to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such holder not materially misleading.
By acquisition of Registrable Securities, each holder of such
Registrable Securities shall be deemed to have agreed that upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 1(c)(7) hereof, such holder will promptly discontinue such holder's
disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until such holder's receipt of the copies
of the supplemented or amended prospectus contemplated by Section 1(c)(7)
hereof. If so directed by the Company, each holder of Registrable Securities
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such holder's possession of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice. In the event the Company shall give any such notice, the period
mentioned in Section 1(c)(2) hereof shall be extended by the number of days
during the period from and including the date of the giving of such notice to
and including the date when each seller of any Registrable Securities covered by
such registration statement shall have received the copies of the supplemented
or amended prospectus contemplated by Section 1(c)(7) hereof.
In connection with any underwritten offering, all Registrable
Securities to be included in such registration shall be subject to the related
underwriting agreement and no person may participate in such registration unless
such person agrees to sell such person's securities on the basis provided in the
underwriting arrangement approved by the persons for whose account such
underwritten registration is initially filed and completes and executes all
customary questionnaires, indemnities, underwriting agreements and other
reasonable documents which must be executed under the terms of such underwriting
arrangements.
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(D) INDEMNIFICATION AND CONTRIBUTION.
(1) INDEMNIFICATION. The Company agrees to indemnify and hold
harmless each Holder of Registrable Securities, its officers, directors,
employees and agents and each Person who controls such Holder within the meaning
of either Section 15 of the Securities Act or Section 20(a) of the Exchange Act
(each such person being sometimes hereinafter referred to as an "Indemnified
Holder") from and against all losses, claims, damages, liabilities and expenses
(including reasonable costs of investigation and legal expenses) arising out of
or based upon any untrue statement or alleged untrue statement of a material
fact contained in any registration statement or prospectus or in any amendment
or supplement thereto or in any preliminary prospectus, or arising out of or
based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading,
except insofar as such losses, claims, damages, liabilities or expenses arise
out of or are based upon any such untrue statement or omission or allegation
thereof based upon information relating to such Indemnified Holder and furnished
in writing to the Company by such Indemnified Holder expressly for use therein.
This indemnity will be in addition to any liability which the Company may
otherwise have.
If any action or proceeding (including any governmental
investigation or inquiry) shall be brought or asserted against an Indemnified
Holder in respect of which indemnity may be sought from the Company, such
Indemnified Holder shall promptly notify the Company in writing, and the Company
shall assume the defense thereof, including the employment of counsel reasonably
satisfactory to such Indemnified Holder and the payment of all expenses. Such
Indemnified Holder shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Holder except that the
Company shall be responsible for the reasonable fees and expenses of such
counsel if (but only if) (a) the Company has agreed to pay such fees and
expenses or (b) the Company shall have failed to assume the defense of such
action or proceeding and has failed to employ counsel reasonably satisfactory to
such Indemnified Holder in any such action or proceeding or (c) the named
parties to any such action or proceeding (including any impleaded parties)
include both such Indemnified Holder and the Company, and there are one or more
legal defenses available to such Indemnified Holder which are different from or
additional to those available to the Company (in which case, if such Indemnified
Holder notifies the Company in writing that it elects to employ separate counsel
at the expense of the Company, the Company shall not have the right to assume
the
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defense of such action or proceeding on behalf of such Indemnified Holder, it
being understood, however, that the Company shall not, in connection with any
one such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys at any time for such Indemnified Holder and any
other Indemnified Holders, whic firm shall be designated in writing by such
Indemnified Holders). The Company shall not be liable for any settlement of any
such action or proceeding effected without its written consent, but if settled
with its written consent, or if there be a final judgment for the plaintiff in
any such action or proceeding, the Company agrees to indemnify and hold harmless
such Indemnified Holders from and against any loss or liability by reason of
such settlement or judgment.
(2) CONTRIBUTION. If the indemnification provided for in Section
1(d)(1) is unavailable to an Indemnified Holder in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then the Company,
in lieu of indemnifying such Indemnified Holder, shall contribute to the amount
paid or payable by such Indemnified Holder as a result of such losses, claims,
damages, liabilities or expenses in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and of the Indemnified Holder
on the other in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of the Company on the one
hand and of the Indemnified Holder on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Indemnified Holder and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The amount paid or payable by
a party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 1(d)(1), any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.
The Company and each Holder of Registrable Securities agree that it
would not be just and equitable if contribution pursuant to this Section 1(d)(2)
were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section
1(d)(2), an Indemnified Holder shall not be required
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to contribute any amount in excess of the amount by which the total net proceeds
received by such Indemnified Holder or its affiliated Indemnified Holders from
the sale to the public of Registrable Securities exceeds the amount of any
damages which such Indemnified Holder, or its affiliated Indemnified Holders,
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
(3) CERTAIN DEFINITIONS.
(i) The term "Registrable Securities" shall mean the Notes and Guarantees
and any other securities issued or issuable in exchange for the Notes and
Guarantees. As to any particular Registrable Securities, once issued such
securities shall cease to be Registrable Securities when (A) a
registration statement with respect to the sale of such securities shall
have become effective under the Securities Act and such securities shall
have been disposed of in accordance with such registration statement, (B)
they shall have been distributed to the public pursuant to Rule 144 (or
any successor provision) under the Securities Act, (C) they shall have
been otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and
subsequent disposition of them shall not require registration or
qualification of them under the Securities Act or any similar state law
then in force, or (D) they shall have ceased to be outstanding.
(ii) The term "Registration Expenses" shall mean all expenses incident to
the Company's performance of or compliance with Section 1 hereof,
including, without limitation, all registration and filing fees, all fees
and expenses of complying with securities or blue sky laws, fees and other
expenses associated with filings with the National Association of
Securities Dealers, Inc. (including, if required, the reasonable fees and
expenses of any "qualified independent underwriter" and its counsel), all
printing expenses, the fees and disbursements of counsel for the Company
and of its independent public accountants, the fees and disbursements of
one counsel retained by the holders of Registrable Securities, the
expenses of any special audits made by such accountants required by or
incident to such performance and compliance, but not including (a) fees
and disbursements of more than one counsel retained by the holders of
Registrable Securities, or (b) such holders' proportionate share of
underwriting discounts and commissions.
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SECTION 2. NOTICES TO COMPANY AND NOTE HOLDERS. Any notice or demand
authorized by this Agreement to be given or made by the registered holder of any
Note to or on the Company shall be sufficiently given or made when and if
deposited in the mail, first class or registered, postage prepaid, addressed to
the office of the Company expressly designated by the Company at its office for
purposes of this Agreement (until the Note holders are otherwise notified in
accordance with this Section by the Company), as follows:
Geokinetics Inc.
Marathon Oil Tower
0000 Xxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Chairman of the Board
Any notice pursuant to this Agreement to be given by the Company to
the registered holder(s) of any Note shall be sufficiently given when and if
deposited in the mail, first class or registered, postage prepaid, addressed
(until the Company is otherwise notified in accordance with this Section by such
holder) to such holder at the address appearing on the Note register of the
Company.
SECTION 3. SUPPLEMENTS AND AMENDMENTS. This Agreement may not be
amended without the consent of the Company and each Holder of Notes.
SECTION 4. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company shall bind and inure to the
benefit of its respective successors and assigns hereunder.
SECTION 5. TERMINATION. This Agreement (except for Section 1(d))
shall terminate at 5:00 p.m., New York City time, on April 30, 2005.
SECTION 6. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL
BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF SAID STATE.
SECTION 7. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement
shall be construed to give to any person or corporation other than the Company
and the registered holders of the Notes any legal or equitable right, remedy or
claim under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company and the registered holders of the Notes.
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Nothing herein shall prohibit or limit the Company from entering into an
agreement providing holders of securities which may hereafter be issued by the
Company with such registration rights exercisable at such time or times and in
such manner as the Board of Directors shall deem in the best interests of the
Company so long as the performance by the Company of its obligations under such
other agreement will not cause the Company to breach its obligations hereunder
to the Holders.
SECTION 8. COUNTERPARTS. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
[Signature Page Follows]
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[Signature Page of Note Registration Rights Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.
GEOKINETICS INC.
By:
Name: Xxx Xxxxx
Title: Chairman and Chief
Executive Officer
DLJ INVESTMENT PARTNERS, L.P.
By: DLJ INVESTMENT PARTNERS, INC.
Managing General Partner
By:
Name:
Title:
DLJ INVESTMENT FUNDING, INC.
By:
Name:
Title:
DLJ ESC II L.P.
By: DLJ LBO PLANS MANAGEMENT
CORPORATION, its General
Partner
By:
Name:
Title:
15
[Signature Page of Note Registration Rights Agreement]
By:
Name:
Title:
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