REGISTRATION RIGHTS AGREEMENT GEOKINETICS INC. Dated as of September 8, 2006Registration Rights Agreement • September 14th, 2006 • Geokinetics Inc • Crude petroleum & natural gas
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated September 8, 2006, is 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. (together with Avista Capital Partners, L.P., the “Avista Holders”) and Levant America S.A., a Liberian corporation (collectively, with the Avista Holders, the “Security Holders”).
SECURITIES PURCHASE AGREEMENT among Geokinetics Inc., Avista Capital Partners, L.P., Avista Capital Partners (Offshore), L.P., and Levant America S.A. Dated as of September 8, 2006, Relating to: Series B Senior Convertible Preferred StockSecurities Purchase Agreement • September 14th, 2006 • Geokinetics Inc • Crude petroleum & natural gas • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 8, 2006, among Geokinetics Inc. a Delaware corporation (the “Company”), Avista Capital Partners, L.P., a Delaware limited partnership (“Avista”), Avista Capital Partners (Offshore), L.P., a Delaware limited partnership (“Avista Offshore” and together with Avista the “Avista Purchasers”), and Levant America, S.A., a Liberian corporation (“Levant and together with the Avista Purchasers the “Purchasers”).
CREDIT AGREEMENT dated as of September 8, 2006, among GEOKINETICS HOLDINGS, INC., as the Borrower GEOKINETICS INC. and THE OTHER GUARANTORS PARTY HERETO, as Guarantors THE LENDERS PARTY HERETO and ROYAL BANK OF CANADA, as Administrative AgentCredit Agreement • September 14th, 2006 • Geokinetics Inc • Crude petroleum & natural gas • New York
CREDIT AGREEMENT dated as of September 8, 2006 (this “Agreement”), among GEOKINETICS HOLDINGS, INC., a Delaware corporation (the “Borrower”), GEOKINETICS INC., a Delaware corporation (“Parent”), the GUARANTORS (as defined herein), the LENDERS (as defined herein) and ROYAL BANK OF CANADA, as administrative agent (in such capacity, “Administrative Agent”).
SENIOR SUBORDINATED LOAN AGREEMENT dated as of September 8, 2006, among GEOKINETICS INC., as the Borrower and THE LENDERS PARTY HERETOSenior Subordinated Loan Agreement • September 14th, 2006 • Geokinetics Inc • Crude petroleum & natural gas • New York
SENIOR SUBORDINATED LOAN AGREEMENT dated as of September 8, 2006 (this “Agreement”), among GEOKINETICS INC., a Delaware corporation (“Borrower”) and the LENDERS (as defined herein).
ESCROW AGREEMENTEscrow Agreement • September 14th, 2006 • Geokinetics Inc • Crude petroleum & natural gas • Texas
THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of September 8, 2006, by and among Elliott Associates, L.P., a Delaware limited partnership (“EALP”), Elliott International, L.P., a Cayman Islands limited partnership (together with EALP, “Sellers”), Geokinetics Inc., a Delaware corporation (“GEOK”), and Zions First National Bank, a national bank with a Corporate Trust office in Houston, Harris County, Texas (the “Bank”). GEOK, Sellers and the Bank shall sometimes be referred to herein collectively as the “Parties” and individually as a “Party”. The term “Other Parties” shall herein mean GEOK and Sellers, collectively.
JOINDER AND AMENDMENT NO. 1 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 14th, 2006 • Geokinetics Inc • Crude petroleum & natural gas • Texas
THIS JOINDER AND AMENDMENT NO. 1 (this “Amendment”) is entered into as of September 8, 2006, by and among GEOKINETICS INC., a Delaware corporation (“Geokinetics”), GEOPHYSICAL DEVELOPMENT CORPORATION, a Texas corporation (“GDC”), QUANTUM GEOPHYSICAL, INC., a Texas corporation (“Quantum”), TRACE ENERGY SERVICES LTD., an entity organized under the laws of Canada (“Trace Energy (Canada)”), and TRACE ENERGY SERVICES, INC., a Texas corporation (“Trace Energy (U.S.)”) (Geokinetics, GDC, Quantum, Trace Energy (Canada) and Trace Energy (U.S.), each an “Existing Borrower,” and collectively, the “Existing Borrowers”), GEOKINETICS HOLDINGS, INC., a Delaware corporation (“Geokinetics Holdings”), GRANT GEOPHYSICAL, INC., a Delaware corporation (“Grant Geophysical”), GRANT GEOPHYSICAL (INT’L), INC., a Texas corporation (“Grant Geophysical International”), GRANT GEOPHYSCAL CORP., a Texas corporation (“Grant Corp”), GRANT SERVICES, INC., a Texas corporation (“Grant Services”), ADVANCED SEISMIC TECHNOL
STOCK PURCHASE AGREEMENT By and Among GEOKINETICS INC. a Delaware corporation, ELLIOTT ASSOCIATES, L.P. a Delaware limited partnership, AND ELLIOTT INTERNATIONAL, L.P. a Cayman Islands limited partnership Dated as of September 8, 2006Stock Purchase Agreement • September 14th, 2006 • Geokinetics Inc • Crude petroleum & natural gas • Texas
This Stock Purchase Agreement (“Agreement”) is entered into on September 8, 2006, by and among Geokinetics Inc., a Delaware corporation (“Buyer”), Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (each individually a “Seller,” and collectively the “Sellers”). The Buyer and the Sellers are referred to collectively herein as the “Parties.”
