Exhibit 10.1


 


FIRST AMENDMENT


 


TO


 


REGISTRATION RIGHTS AGREEMENT


 


This First Amendment to
the Registration Rights Agreement (this “First Amendment”) is made and
entered into as of March 28, 2006, by and among Geokinetics Inc., a
Delaware corporation (the “Company”), and the purchasers signatory
hereto (each such purchaser is a “Purchaser,” and collectively, the “Purchasers”).


 


RECITALS


 


WHEREAS, the Company and
the Purchasers are parties to that certain Registration Rights Agreement, dated
as of November 30, 2005 (the “Registration Rights Agreement”), and
that certain Securities Purchase Agreement, dated as of November 30, 2005
(the “Purchase Agreement”); and


 


WHEREAS, the Company and
the Purchasers desire to amend the Registration Rights Agreement as set forth
herein.


 


NOW, THEREFORE, in
consideration of the mutual covenants contained in this First Amendment, the
Company and the Purchasers hereby agree as follows:


 


1.             Amendment
to Effectiveness Date. The definition of “effectiveness date” under Section 1
of the Registration Rights Agreement is hereby deleted and replaced with the
following:


 


“Effectiveness
Date” means, with respect to the initial Registration Statement required to
be filed hereunder, April 30, 2006 (May 31, 2006 in the case of
a “full review” by the Commission) and, with respect to any additional
Registration Statements which may be required pursuant to Section 3(c),
the 90th calendar day following the date on which the Company first
knows, or reasonably should have known, that such additional Registration
Statement is required hereunder; provided, however, in the event
the Company is notified by the Commission that one of the above Registration
Statements will not be reviewed or is no longer subject to further review and
comments, the Effectiveness Date as to such Registration Statement shall be the
fifth Trading Day following the date on which the Company is so notified if
such date precedes the dates required above.


 


2.             Amendment
to Liquidated Damages. Section 2(b) of the Registration Rights Agreement
is hereby amended to add the following new sentence as the last sentence
thereof:


 


“Notwithstanding
the foregoing, in no event shall the foregoing liquidated damages exceed an
amount equal to ten percent (10%) of the aggregate purchase price paid by such
Holder pursuant to the Purchase Agreement for any Registrable Securities then
held by such Holder.”


 

















 


3.             Remainder
of Registration Rights Agreement Unchanged. Except as set forth herein, the
terms and provisions of the Registration Rights Agreement shall be unchanged
hereby and shall remain in full force and effect.


 


4.             Governing
Law. All questions concerning the construction, validity, enforcement and
interpretation of this First Amendment shall be determined with the provisions
of the Purchase Agreement.


 


5.             Counterparts.
This First Amendment may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, when taken together,
shall constitute but one and the same instrument, and shall become effective when
one or more counterparts have been signed by each party hereto and delivered
(including by facsimile) to the other party.


 


6.             Binding
Effect. This First Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.


 


[Remainder of Page Intentionally Left Blank]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused
this First Amendment to be executed by their duly authorized representatives as
of the day and year first above written.


 


	
   

  	
  GEOKINETICS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Tom Concannon, Chief Financial Officer

  	
   

  



 


 


[SIGNATURE PAGE TO FIRST AMENDMENT TO


REGISTRATION RIGHTS AGREEMENT]


 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Alan Williams, Individually

  



 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  BATTERSEA CAPITAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENABLE GROWTH PARTNERS, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Brendan O’Neil

  	
   

  
	
   

  	
   

  	
  Principal and Portfolio
  Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ENABLE OPPORTUNITY PARTNERS LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Brendan O’Neil

  	
   

  
	
   

  	
   

  	
  Principal and Portfolio
  Manager

  	
   

  



 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANDSBERGER FAM. TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: John A. Landsberger

  
	
   

  	
  Title: Trustee

  



 

















 


 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  MAPLE LEAF OFFSHORE LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Dane C. Andreeff,
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MAPLE LEAF PARTNERS L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Dane C. Andreeff,
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MAPLE LEAF PARTNERS I,
  L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Dane C. Andreeff,
  General Partner

  	
   

  



 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Michael Thesman, Individually

  



 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  S.A.C. CAPITAL ASSOCIATES, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  S.A.C. CAPITAL
  ADVISORS, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Thomas J. Conheeney

  	
   

  
	
   

  	
   

  	
  Chief Operating Officer

  	
   

  
						



 

















 


 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  SPICEWOOD INVESTMENT PARTNERS

  2004, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Christopher M. Harte,
  General Partner

  	
   

  



 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Stephen S. Taylor, Individually

  



 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  LEVANT AMERICA S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  IRONMAN ENERGY CAPITAL, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  William Ziegler, Individually

  



 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  StevenWebster, Individually

  



 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  KESTRAL CAPITAL, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  STRAUS PARTNERS, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  STRAUS-GEPT PARTNERS, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  NITE CAPITAL, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: