AMENDMENT AND EXCHANGE AGREEMENTExchange Agreement • December 4th, 2009 • Geokinetics Inc • Crude petroleum & natural gas • New York
This Amendment and Exchange Agreement, dated December 2, 2009, by and among Geokinetics Inc., (the “Corporation”), Avista Capital Partners, L.P. (“Avista Domestic”), Avista Capital Partners (Offshore), L.P. (“Avista Offshore” and together with Avista Domestic, “Avista”), and Levant America S.A. (“Levant,” and together with Avista, the “Holders”). Capitalized terms not otherwise defined herein shall have the meanings specified for such terms in the Second Amended Certificate of Designation of Series B Senior Convertible Preferred Stock of Geokinetics Inc. filed with the Secretary of State of the State of Delaware February 23, 2009 (the “Certificate of Designation”).
PURCHASE AGREEMENT By and Among Geokinetics Inc. and Certain direct and indirect wholly-owned subsidiaries of Geokinetics Inc. and Petroleum Geo- Services ASA and Certain direct and indirect wholly-owned subsidiaries of Petroleum Geo-Services ASA...Purchase Agreement • December 4th, 2009 • Geokinetics Inc • Crude petroleum & natural gas • Texas
This Purchase Agreement (this “Agreement”) dated December 3, 2009 (the “Effective Date”), by and among Geokinetics Inc., a Delaware corporation (“Geokinetics”), the direct and indirect subsidiaries of Geokinetics listed in Section 1.1 of the Seller Disclosure Schedule and identified therein as purchasers (together with Geokinetics, each a “Purchaser” and collectively, the “Purchasers”), Petroleum Geo-Services ASA, a Norwegian corporation (“PGS”), and the direct and indirect subsidiaries of PGS listed in Section 1.1 of the Seller Disclosure Schedule and identified therein as sellers (together with PGS, each a “Seller” and collectively, the “Sellers”). Certain terms used in this Agreement are defined in Article IX.
