EXHIBIT XI(b)
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT, dated as of September 30, 1997 ("Amendment"), to
Registration Rights Agreement dated July 18, 1997 (the "Registration Rights
Agreement"), among Geokinetics Inc., a Delaware corporation (the "Company"),
Blackhawk Investors, L.L.C., a Delaware limited liability company ("Blackhawk"),
Xxxxxx X. Xxxxxxx ("Xxxxxxx") and Xxxxxxx X. Xxxxxxx ("Xxxxxxx").
W I T N E S S E T H:
WHEREAS, pursuant to a certain Securities Purchase and
Exchange Agreement dated July 18, 1997 (the "Initial Purchase Agreement") among
the Company, Blackhawk, Xxxxxxx and Xxxxxxx, (i) Blackhawk purchased (A)
5,041,667 shares of Common Stock of the Company, (B) 171,875 shares of Series A
Preferred Stock of the Company and (C) a Shadow Warrant to purchase up to an
aggregate of 6,512,095 shares of Common Stock, subject to adjustment, for an
aggregate purchase price of $5,500,000, and (ii) Xxxxxxx and Xxxxxxx exchanged
certain 12% Senior Secured Promissory Notes of the Company and certain of its
subsidiaries, in the aggregate principal amount of $500,000, for an aggregate of
(A) 458,333 shares of Common Stock, (B) 15,625 shares of Series A Preferred
Stock and (C) Shadow Warrants to purchase up to an aggregate of 592,009 shares
of Common Stock, subject to adjustment;
WHEREAS, contemporaneously with the consummation of the
transactions contemplated by the Initial Purchase Agreement, the parties thereto
entered into the Registration Rights Agreement, providing for certain
registration rights with respect to the Common Stock of the Company acquired by
Blackhawk, Xxxxxxx and Xxxxxxx pursuant to the Initial Purchase Agreement
(inclusive of shares of Common Stock issuable upon the conversion or exercise,
as the case may be, of the Series A Convertible Preferred Stock and the Shadow
Warrants) and certain other shares of Common Stock that may be thereafter
acquired by such parties;
WHEREAS, pursuant to the terms and conditions of a certain
Letter Agreement re Additional Investment dated as of July 24, 1997, between the
Company and Blackhawk (the "Letter Agreement"), Blackhawk has made an additional
$1,000,000 investment in the Company, on substantially the same terms as its
initial investment, except that the additional securities to be purchased
thereunder are (i) 100,000 shares of a new series of its authorized Series
Preferred Stock, par value $10.00 per share, which Preferred Stock shall be
designated as Series B Convertible Preferred Stock (the "Series B Convertible
Preferred Stock") and (ii) shadow warrants on substantially the same terms as
the Shadow Warrant issued to Blackhawk on July 18, 1997;
WHEREAS, pursuant to the terms and conditions of the Letter
Agreement, the Company and Blackhawk entered into a Securities Purchase
Agreement, dated as of July 24, 1997 (the "Subsequent Purchase Agreement"), with
respect to such additional $1,000,000 investment by Blackhawk in exchange for
the issuance by the Company of the Series B Convertible Preferred Stock and a
Shadow Warrant to purchase up to an aggregate of 1,100,255 shares of Common
Stock, subject to adjustment (the "New Blackhawk Shadow Warrant");
Page 198 of 241 Pages
WHEREAS, pursuant to the terms and conditions of both the
Letter Agreement and the Subsequent Purchase Agreement, the parties to the
Registration Rights Agreement desire to amend the Registration Rights Agreement
in certain respects to clarify that the term Registrable Securities includes any
and all shares of Common Stock that may be issued upon the conversion or
exercise, as the case may be, of the Series B Convertible Preferred Stock and
the New Blackhawk Shadow Warrant; and
WHEREAS, capitalized terms used herein without definition
shall have the respective meanings ascribed to them in the Registration Rights
Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein and in the Registration Rights
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
I. AMENDMENTS:
1. Section 2 of the Registration Rights Agreement is
hereby amended by adding the following definitions:
" 'Initial Purchase Agreement' means that certain
Securities Purchase and Exchange Agreement, dated July 18,
1997, among the Company, Blackhawk, Xxxxxxx and Xxxxxxx."
" 'Subsequent Purchase Agreement' means that certain
Securities Purchase Agreement, dated as of July 24, 1997,
between the Company and Blackhawk."
" 'New Blackhawk Shadow Warrant' means that certain
Shadow Warrant of even date herewith issued by the Company in
favor of Blackhawk pursuant to the terms of the Subsequent
Purchase Agreement, representing the right to purchase up to
an aggregate of 1,100,255 shares of Common Stock, subject to
adjustment, in accordance with the terms thereof (including
without limitation, upon any adjustment to the number of
Subject Warrants (as defined therein) upon any conversion of
the Series B Convertible Preferred Stock into Common Stock),
as the same may be amended from time to time."
" 'Series B Preferred Stock' means that series of
Preferred Stock of the Company created and designated pursuant
to the Certificate of Designation of Series B Convertible
Preferred Stock of the Company, in the form of Exhibit A
attached to the Subsequent Purchase Agreement."
2. Section 2 of the Registration Rights Agreement is hereby
further amended by deleting, in its entirety, each of the definitions of
"Blackhawk Shadow Warrant," "Purchase Agreement, "Xxxxxxx/Xxxxxxx Shadow
Warrant" and "Shadow Warrants" and respectively replacing same with the
following:
Page 199 of 241 Pages
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" 'Initial Blackhawk Shadow Warrant' means that
certain Shadow Warrant dated July 18, 1997 issued by the
Company in favor of Blackhawk pursuant to the terms of the
Initial Purchase Agreement, initially representing the right
to purchase up to an aggregate of 6,512,095 shares of Common
Stock, subject to adjustment, in accordance with the terms
thereof (including without limitation, upon any adjustment to
the number of Subject Warrants (as defined therein) upon any
conversion of the Series B Convertible Preferred Stock into
Common Stock), as the same may be further amended from time to
time."
" 'Purchase Agreement' means the Initial Purchase
Agreement and/or the Subsequent Purchase Agreement, as the
context requires."
" 'Xxxxxxx/Xxxxxxx Shadow Warrants' means those
certain Shadow Warrants dated July 18, 1997 issued by the
Company in favor of Xxxxxxx and Xxxxxxx pursuant to the terms
of the Initial Purchase Agreement, initially representing the
right to purchase up to an aggregate of 592,009 shares of
Common Stock, subject to adjustment, in accordance with the
terms thereof (including without limitation, upon any
adjustment to the number of Subject Warrants (as defined
therein) upon any conversion of the Series B Convertible
Preferred Stock into Common Stock), as the same may be further
amended from time to time."
" 'Shadow Warrants' means the Initial Blackhawk
Shadow Warrant, the Xxxxxxx/Xxxxxxx Shadow Warrants and the
New Blackhawk Shadow Warrant, inclusive of any amendments
thereto and any warrant or warrants issued in replacement
thereof, whether pursuant to Section 1.4 or 4 of any such
Shadow Warrant."
3. Section 2 of the Registration Rights Agreement is hereby
further amended by deleting, in its entirety, the first sentence of the
definition of "Registrable Securities" and replacing it with the following:
"'Registrable Securities' means (i) the shares of Common Stock
acquired by the Purchasers pursuant to the Initial Purchase
Agreement, (ii) any shares of Common Stock issued upon
conversion of the Series A Preferred Stock acquired by the
Purchasers pursuant to the Initial Purchase Agreement, (iii)
any shares of Common Stock issued upon conversion of the
Series B Preferred Stock acquired by Blackhawk pursuant to the
Subsequent Purchase Agreement, (iv) any shares of Common Stock
issued from time to time upon exercise of the Shadow Warrants,
(v) any shares of Common Stock acquired from time by any
Purchaser or any Affiliate thereof, and (vi) any Related
Registrable Securities."
II. GENERAL:
1. Except as set forth above in Article I of this Amendment,
the Agreement shall remain in full force and effect in accordance with its
terms.
2. This Amendment may be executed in two counterparts, each of
which shall be deemed an original but both of which together shall constitute
one and the same instrument.
Page 200 of 241 Pages
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3. This Amendment shall be interpreted so that it amends and
modifies the terms of the Registration Rights Agreement, and in the event of a
conflict between the provisions set forth in this Amendment and those set forth
in the original Registration Rights Agreement, the terms of this Amendment shall
govern and control.
4. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW
RULES OR PRINCIPLES.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above written.
GEOKINETICS INC.
By:/s/ XXX X. XXXXX
--------------------------------------------
Name: Xxx X. Xxxxx
Title: Chairman & Chief Executive Officer
PURCHASERS:
BLACKHAWK INVESTORS, L.L.C.
By: Blackhawk Capital Partners, Managing Member
By:/s/ XXXXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Partner
/s/ XXXXXX X. XXXXXXX
---------------------------------------------
Xxxxxx X. Xxxxxxx, Individually
/s/ XXXXXXX X. XXXXXXX
---------------------------------------------
Xxxxxxx X. Xxxxxxx, Individually
Page 201 of 241 Pages
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