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Exhibit 4.3
AMENDMENT NO. 1 TO
COMMON STOCK
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO COMMON STOCK REGISTRATION RIGHTS
AGREEMENT (this "Amendment") is entered into as of this 1st day of October,
1997, between GRANT GEOPHYSICAL, INC. (formerly Grant Acquisition Corporation),
a Delaware corporation (the "Company"), XXXXXXX 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 (the "Agreement")
pursuant to which the Company granted to the Purchaser certain registration
rights with respect to Registrable Shares (as defined in the Agreement);
WHEREAS, pursuant to subscriptions dated September 29, 1997
(the "Second Subscriptions"), Purchaser and Westgate have purchased, in the
aggregate, Nineteen thousand five hundred seventy-one and 162/1000ths
(19,571.162) shares of the Company's Cumulative Pay-in-Kind Preferred Stock,
$.001 par value per share (the "Preferred Stock");
WHEREAS, the Purchaser and Westgate have conditioned the
Second Subscriptions on the shares of Preferred Stock (and Preferred Stock
Rights) 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 pursuant to the Subscription or the Plan; (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 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
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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.
(b) The definition of "Holders" in Section 1 of the Agreement
is hereby amended and restated in its entirety to read as follows:
"Holders" shall mean Purchaser, Westgate, any Affiliate of
Purchaser or Westgate (other than the Company) and any transferees of
Purchaser or Westgate who are holders of record of shares of any
Registrable Shares, and any combination of them, and the term "Holder"
shall mean any such person.
(c) Section 2(b) of the Agreement is hereby amended and
restated in its entirety to read as follows:
(b) PRIORITY IN INCIDENTAL REGISTRATION. If a registration
pursuant to this Section 2 involves an underwritten offering and the
managing underwriter or underwriters in good faith advises the Company
in writing that, in its opinion, the number of securities requested and
otherwise proposed to be included in such registration exceeds the
largest number which can be sold in such offering without having an
adverse effect on such offering (including the price at which such
securities can be sold), the Company will include in such registration,
to the extent of the number which the Company is so advised can be sold
in such offering, (i) if the registration is a primary registration on
behalf of the Company (w) first, the securities proposed to be
registered by the Company, (x) second, the Registrable Shares which are
shares of Common Stock pro rata in accordance with the number of such
securities requested to be included by all Holders of Registrable
Shares, (y) third, the Registrable Shares which are shares of Preferred
Stock, pro rata in accordance with the numbers of such securities
requested to be included by all Holders of Registrable Shares, and (z)
fourth, securities of other Persons requested to be included in such
registration pro rata in accordance with the numbers of other
securities proposed to be registered by the other Persons, and (ii) if
the registration is a secondary registration on behalf of other
Persons, the Registrable Shares and securities of the other Persons
included in such registration pro rata in accordance with the numbers
of securities requested to be included by the holders of Registrable
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Shares and the number of other securities proposed to be registered by
the other Persons. The Company will not grant any registration rights
having priorities that conflict or are otherwise inconsistent with this
Section 2(b).
(d) Section 4(d) of the Agreement is hereby amended and
restated in its entirety to read as follows:
(d) PRIORITY IN REQUESTED REGISTRATIONS. If a requested
registration pursuant to this Section 4 involves an underwritten
offering and the managing underwriter or underwriters in good faith
advises the Company in writing that, in its opinion, the number of
securities requested to be included in such registration (including
securities of the Company which are not Registrable Shares) exceeds the
largest number of securities which can be sold in such offering without
having an adverse effect on such offering (including the price at which
such securities can be sold), then the Company will include in such
registration to the extent of the number which the Company is so
advised can be sold in such offering (i) first, Registrable Shares
which are shares of Common Stock requested to be included in such
registration by any Holder pro rata among such Holders on the basis of
the number of such Registrable Shares requested to be included by such
Holder, (ii) second, Registrable Shares which are shares of Preferred
Stock requested to be included in such registration by any Holder pro
rata among such Holders on the basis of the number of such Registrable
Shares requested to be included by such Holders, and (iii) third,
securities of the Company proposed by the Company to be sold for its
own account. If this Section 4 is applicable in connection with any
such registration, no securities other than Registrable Shares or
securities of the Company proposed by the Company to be sold for its
own account shall be covered by such registration. The Company will not
grant any registration rights having priorities that conflict or are
otherwise inconsistent with this Section 4(d).
3. CONSENT. Purchaser hereby consents 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.
(formerly Grant Acquisition Corporation)
By /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: Chairman
XXXXXXX ASSOCIATES, L.P.
By /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: Portfolio Manager
WESTGATE INTERNATIONAL, L.P.
By /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: Portfolio Manager
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