Exhibit 4.2


 


EXECUTION VERSION


 





 


REGISTRATION
RIGHTS AGREEMENT


 


Dated
as of April 27, 2010


by
and among


 


GLOBAL
GEOPHYSICAL SERVICES, INC.,


 


THE
GUARANTORS LISTED ON SCHEDULE I HERETO,


 


BARCLAYS
CAPITAL INC.,


 


CREDIT
SUISSE SECURITIES (USA) LLC,


 


and


 


BANC
OF AMERICA SECURITIES LLC




 





 

















 


This Registration Rights Agreement (this “Agreement”) is made and entered into
as of April 27, 2010, by and among Global Geophysical, Inc., a
Delaware corporation (the “Company”),
the guarantors listed on Schedule I hereto (the “Guarantors”)
and Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Banc of
America Securities LLC, as representatives of the several initial purchasers
named in Schedule 1 attached to the Purchase Agreement (as defined below (each
such initial purchaser, an “Initial Purchaser”
and, together, the “Initial Purchasers”), each of
whom has agreed to purchase the Company’s 101⁄2% Senior Notes Due 2017 (the “Initial Notes”) pursuant to the
Purchase Agreement (as defined below).


 


This Agreement is made pursuant to the Purchase
Agreement, dated April 22, 2010 (the “Purchase Agreement”),
by and among the Company, the Guarantors and the Initial Purchasers.  In order to induce the Initial Purchasers to
purchase the Initial Notes, the Company and the Guarantors have agreed to
provide the registration rights set forth in this Agreement.  The execution and delivery of this Agreement
is a condition to the obligations of the Initial Purchasers set forth in Section 7
of the Purchase Agreement.  Capitalized
terms used herein and not otherwise defined shall have the meaning assigned to
them in the Indenture, dated as of April 27, 2010, among the Company, the
Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee,
relating to the Initial Notes and the Exchange Notes (the “Indenture”).


 


The parties hereby agree as follows:


 


SECTION 1.                                              DEFINITIONS


 


As used in this Agreement, the following capitalized
terms shall have the following meanings:


 


Act: 
The Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


Affiliate: 
As defined in Rule 144 of the Act.


 


Broker-Dealer: 
Any broker or dealer registered under the Exchange Act.


 


Business Day:  Any day other than a Saturday, a Sunday or a
day on which banking institutions in the City of New York or at a place of
payment are authorized by law, regulation or executive order to remain closed.


 


Closing Date: 
The date hereof.


 


Commission: 
The Securities and Exchange Commission.


 


Consummate: 
An Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (a) the filing and effectiveness under
the Act of the Exchange Offer Registration Statement relating to the Exchange
Notes to be issued in the Exchange Offer, (b) the maintenance of such
Exchange Offer Registration Statement continuously effective and the keeping of
the Exchange Offer open for a period not less than the period required pursuant
to Section 3(b) hereof, and (c) the delivery by the Company to
the Registrar under the Indenture of 


 

















 


Exchange Notes in the
same aggregate principal amount as the aggregate principal amount of Initial
Notes tendered by Holders thereof pursuant to the Exchange Offer.


 


Consummation Deadline: 
As defined in Section 3(b) hereof.


 


Effectiveness Deadline: 
As defined in Sections 3(a) and 4(a) hereof.


 


Exchange Act: 
The Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


Exchange Notes: 
The Company’s 101⁄2% Senior Notes Due 2017 to be issued pursuant to the
Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4
hereof.


 


Exchange Offer: 
The exchange and issuance by the Company of a principal amount of
Exchange Notes (which shall be registered pursuant to the Exchange Offer
Registration Statement) equal to the outstanding principal amount of Initial
Notes that are validly tendered and not withdrawn by such Holders in connection
with such exchange and issuance.


 


Exchange Offer Registration
Statement:  The Registration Statement relating to the
Exchange Offer, including the related Prospectus.


 


Filing Deadline: 
As defined in Sections 3(a) and 4(a) hereof.


 


Free Writing Prospectus:  Each offer to sell or solicitation of an
offer to buy the Initial Notes or the Exchange Notes that would constitute a “free
writing prospectus” (if the offering of the Initial Notes or the Exchange Notes
was made pursuant to a registered offering under the Securities Act) as defined
in Rule 405 under the Securities Act, prepared by or on behalf of the
Company or used or referred to by the Company in connection with the sale of
the Initial Notes or the Exchange Notes.


 


Holders:  As defined in Section 2
hereof.


 


Interest Payment Date: 
As defined in the Initial Notes and Exchange Notes.


 


Prospectus: 
The prospectus included in a Registration Statement at the time such
Registration Statement is declared effective, as amended or supplemented by any
prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such
Prospectus.


 


Recommencement Date: 
As defined in Section 6(d) hereof.


 


Registration Default: 
As defined in Section 5 hereof.


 


Registration Statement: 
Any registration statement of the Company and the Guarantors relating to
(a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the
registration for resale of Transfer Restricted Securities pursuant to the Shelf
Registration Statement, in each case, (i) that is filed pursuant to the
provisions of this Agreement, (ii) including the Prospectus included
therein, and (iii) including all amendments and supplements 


 


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thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.


 


Rule 144:  Rule 144
promulgated under the Act.


 


Shelf Registration Statement: 
As defined in Section 4 hereof.


 


Suspension Notice: 
As defined in Section 6(d) hereof.


 


TIA: 
The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as
in effect on the date of the Indenture.


 


Transfer Restricted Securities: 
Each Initial Note until the earliest to occur of (a) the date on
which such Initial Note has been exchanged in the Exchange Offer by a Person
other than a Broker-Dealer for an Exchange Note entitled to be resold to the
public by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (b) following the exchange by a Broker-Dealer in
the Exchange Offer of an Initial Note for an Exchange Note, the date on which
such Exchange Note is sold to a purchaser who receives from such Broker-Dealer
on or prior to the date of such sale a copy of the Prospectus contained in the
Exchange Offer Registration Statement, (c) the date on which such Initial
Note has been effectively registered under the Act and disposed of in
accordance with the Shelf Registration Statement (and the purchasers thereof
have been issued Exchange Notes) or (d) the date on which such Initial
Note is distributed to the public pursuant to Rule 144; provided that any Initial Note shall not cease to be a
Transfer Restricted Security for purposes of the Exchange Offer by virtue of
clause (d) of this paragraph.


 


SECTION 2.                                              HOLDERS


 


A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.


 


SECTION 3.                                              REGISTERED EXCHANGE
OFFER


 


(a)                                  The Company and the Guarantors shall (i) unless
the Exchange Offer shall not be permitted by applicable law or Commission
policy (after the procedures set forth in Section 6(a)(i) below have
been complied with), cause the Exchange Offer Registration Statement to be
filed with the Commission on or prior to the 120th day after the date hereof
(such 120th day being the “Filing Deadline”),
(ii) use their reasonable best efforts to cause such Exchange Offer
Registration Statement to become effective on or prior to the 180th day after
the date hereof (such 180th day being the “Effectiveness Deadline”),
(iii) in connection with the foregoing, (A) file all pre-effective
amendments to such Exchange Offer Registration Statement as may be necessary in
order to cause it to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement, and (C) cause
all necessary filings, if any, in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer,
and (iv) on or prior to the date that is 45 days after the date on which
the Exchange Offer Registration Statement became effective, commence and
Consummate the Exchange Offer and use their reasonable best efforts to issue
the Exchange Notes in exchange for 


 


3

















 


all Initial Notes tendered prior thereto in the
Exchange Offer.  The Exchange Offer shall
be on the appropriate form permitting (i) registration of the Exchange
Notes to be offered in exchange for the Initial Notes that are Transfer
Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers
that tendered into the Exchange Offer Initial Notes that such Broker-Dealer
acquired for its own account as a result of market-making activities or other
trading activities (other than Initial Notes acquired directly from the Company
or any of its Affiliates) as contemplated by Section 3(c) below.


 


(b)                                 The Company and the Guarantors shall use
all commercially reasonable efforts to cause the Exchange Offer Registration
Statement to be effective continuously, and shall keep the Exchange Offer open
for a period of not less than the minimum period required under applicable
federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be
less than 20 Business Days.  The Company
and the Guarantors shall cause the Exchange Offer to comply with all applicable
federal and state securities laws.  No
securities other than the Exchange Notes shall be included in the Exchange
Offer Registration Statement.  The
Company and the Guarantors shall use all commercially reasonable efforts to
cause the Exchange Offer to be Consummated on the earliest practicable date
after the Exchange Offer Registration Statement has become effective, but in no
event later than 45 Business Days or longer, if required by the federal
securities laws, after the date on which the Exchange Offer Registration
Statement has become effective (such 45th day, or such later date required by the
federal securities laws, being the “Consummation Deadline”).


 


(c)                                  The Company shall include a “Plan of
Distribution”(1) section in the Prospectus contained in the Exchange
Offer Registration Statement and indicate therein that any Broker-Dealer who
holds Transfer Restricted Securities that were acquired for the account of such
Broker-Dealer as a result of market-making activities or other trading
activities (other than Initial Notes acquired directly from the Company or any
Affiliate of the Company) may exchange such Transfer Restricted Securities
pursuant to the Exchange Offer.  Such “Plan
of Distribution” section shall also contain all other information with respect
to such sales by such Broker-Dealers that the Commission may require in order
to permit such sales pursuant thereto, but such “Plan of Distribution” shall
not name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after
the date of this Agreement.  See the Shearman &
Sterling no-action letter (available July 2, 1993).


 


Because such Broker-Dealer may be deemed to be an “underwriter”
within the meaning of the Act and must, therefore, deliver a prospectus meeting
the requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Company and
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement.  To the extent
necessary to ensure that the Prospectus contained in the Exchange Offer
Registration Statement is available for sales of Exchange Notes by
Broker-Dealers, the Company and the Guarantors agree to use all commercially
reasonable efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented, amended 


 






(1) A form of “Plan
of Distribution” is attached hereto as Annex A.


 


4

















 


and current as required
by and subject to the provisions of Sections 6(a) and (c) hereof and
in conformity with the requirements of this Agreement, the Act and the
policies, rules and regulations of the Commission as announced from time
to time, for a period of 180 days from the Consummation Deadline or such
shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold pursuant thereto.  The Company and the Guarantors shall provide
sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon request, and in no event later than two Business
Days after such request, at any time during such period.


 


SECTION 4.                                              SHELF REGISTRATION


 


(a)                                  Shelf Registration. 
If (i) the Company and the Guarantors are not (A) required to
file the Exchange Offer Registration Statement or (B) permitted to
Consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company and the Guarantors have
complied with the procedures set forth in Section 6(a)(i) below) or (ii) any
Holder notifies the Company and the Guarantors within 20 Business Days
following Consummation of the Exchange Offer that (A) such Holder is
prohibited by law or Commission policy from participating in the Exchange
Offer, (B) such Holder may not resell the Exchange Notes acquired by it in
the Exchange Offer to the public without delivering a prospectus and the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder or (C) such
Holder is a Broker-Dealer and holds Initial Notes acquired directly from the
Company or any of its Affiliates, then the Company and the Guarantors, shall:


 


(x) use their reasonable best efforts on or prior
to 30 days after the earlier of (i) the date as of which the Company
determines that the Exchange Offer Registration Statement will not be or cannot
be, as the case may be, filed as a result of clause (a)(i) above and (ii) the
date on which the Company receives the notice specified in clause (a)(ii) above
(30 days after such earlier date, the “Shelf Filing Deadline”),
to file a shelf registration statement with the Commission pursuant to Rule 415
under the Act (which may be an amendment to the Exchange Offer Registration
Statement (the “Shelf Registration Statement”)),
covering the resale of all Transfer Restricted Securities, and


 


(y) use their reasonable best efforts to cause
such Shelf Registration Statement to become effective on or prior to 90 days
after the Shelf Filing Deadline for the Shelf Registration Statement (such 90th
day the “Shelf Effectiveness Deadline”).


 


If, after the Company and the Guarantors have filed an
Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above,
the Company and the Guarantors are required to file and make effective a Shelf
Registration Statement solely because the Exchange Offer is not permitted under
applicable federal law (i.e., clause (a)(i)(B) above), then the filing of
the Exchange Offer Registration Statement shall be deemed to satisfy the
requirements of clause (x) above; provided that,
in such event, the Company and the Guarantors shall remain obligated to meet
the Shelf Effectiveness Deadline set forth in clause (y).


 


To the extent necessary to ensure that the Shelf
Registration Statement is available for sales of Transfer Restricted Securities
by the Holders thereof entitled to the benefit of this 


 


5

















 


Section 4(a) and
the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof,
the Company and the Guarantors shall use all commercially reasonable efforts to
keep any Shelf Registration Statement required by this Section 4(a) continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Sections 6(b) and 6(c) hereof and in conformity with
the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
at least two years (as extended pursuant to Section 6(c)(i) or 6(d))
following the Closing Date, or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Shelf Registration Statement
have been sold pursuant thereto or are no longer Transfer Restricted
Securities.


 


(b)                                 Provision by Holders of Certain
Information in Connection with the Shelf Registration Statement. 
No Holder may include any of its Transfer Restricted Securities in any
Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Company in writing, within 15 days after receipt of a request
therefor, the information specified in Item 507 or 508 of Regulation S-K, as
applicable, of the Act, or other information reasonably requested by the
Company and required by Regulation S-K of the Act, for use in connection with
any Shelf Registration Statement or Prospectus or preliminary Prospectus
included therein.  No Holder shall be
entitled to additional interest pursuant to Section 5 hereof unless and
until (and from and after such time) such Holder shall have provided all such
information.  Each selling Holder agrees
to promptly furnish additional information required to be disclosed in order to
make the information previously furnished to the Company by such Holder not
materially misleading and shall promptly supply such other information as the
Company may from time to time reasonably request.


 


SECTION 5.                                              ADDITIONAL INTEREST


 


If (i) any Registration Statement required by
this Agreement is not filed with the Commission on or prior to the applicable
Filing Deadline, (ii) any such Registration Statement has not been
declared effective by the Commission on or prior to the applicable
Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated
on or prior to the Consummation Deadline, or (iv) any Registration
Statement required by this Agreement is filed and declared effective but shall
thereafter cease to be effective or fail to be usable for its intended purpose
during the applicable periods specified herein without being succeeded in 30
days by a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable (each such event referred to in clauses (i) through
(iv), a “Registration Default”), then
the Company agrees to pay to each Holder affected thereby additional interest
in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer
Restricted Securities held by such Holder for each week or portion thereof that
the Registration Default continues for the first 90-day period immediately
following the occurrence of such Registration Default.  The amount of the additional interest shall
increase by an additional $0.05 per week per $1,000 in principal amount of
Transfer Restricted Securities with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of
additional interest of $0.50 per week per $1,000 in principal amount of Transfer
Restricted Securities; provided that
the Company shall in no event be required to pay additional interest for more
than one Registration Default at any given time.  Notwithstanding 


 


6

















 


anything to the contrary
set forth herein, (1) upon filing of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the
case of clause (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of clause (ii) above, (3) upon Consummation
of the Exchange Offer, in the case of clause (iii) above, or (4) upon
the filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable in the case of clause (iv) above, the
additional interest payable with respect to the Transfer Restricted Securities
as a result of such clause (i), (ii), (iii), or (iv), as applicable, shall
cease.


 


All accrued additional interest shall be paid by the
Company (or the Company will cause the Paying Agent to make such payment on its
behalf) to the Holders entitled thereto, in the manner provided for the payment
of interest in the Indenture, on each Interest Payment Date, as more fully set
forth in the Indenture, the Initial Notes and the Exchange Notes.  Notwithstanding the fact that any securities
for which additional interest are due cease to be Transfer Restricted
Securities, all obligations of the Company to pay additional interest with
respect to securities that accrued prior to the time that such securities
ceased to be Transfer Restricted Securities shall survive until such time as
such obligations with respect to such securities shall have been satisfied in
full.


 


SECTION 6.                                              REGISTRATION
PROCEDURES


 


(a)                                  Exchange Offer Registration Statement. 
In connection with the Exchange Offer, the Company and the Guarantors
shall (x) comply with all applicable provisions of Section 6(c) below,
(y) use all commercially reasonable efforts to effect such exchange and to
permit the resale of Exchange Notes by Broker-Dealers that tendered in the
Exchange Offer Initial Notes that such Broker-Dealer acquired for its own
account as a result of its market-making activities or other trading activities
(other than Initial Notes acquired directly from the Company or any of its
Affiliates) being sold in accordance with the intended method or methods of
distribution thereof, and (z) comply with all of the following provisions:


 


(i)                                     If, following the date hereof there has
been announced a change in Commission policy with respect to exchange offers
such as the Exchange Offer, that in the reasonable opinion of counsel to the
Company raises a substantial question as to whether the Exchange Offer is
permitted by applicable federal law, the Company and the Guarantors hereby
agree either to (x) seek a no-action letter or other favorable decision
from the Commission allowing the Company and the Guarantors to Consummate an
Exchange Offer for such Transfer Restricted Securities, or (y) file, in
accordance with Section 4(a) hereof, a Shelf Registration Statement
to permit the registration and/or resale of the Transfer Restricted Securities
that would otherwise be covered by the Exchange Offer Registration Statement
but for the announcement of a chance in Commission policy.  In the case of clause (x) above, the
Company and the Guarantors hereby agree to pursue the issuance of such a
decision to the Commission staff level but shall not be required to take action
not commercially reasonable to affect a change of Commission policy.  In connection with the foregoing, the Company
and the Guarantors hereby agree to take all such other actions as may be
requested by the Commission or otherwise 


 


7

















 


required in connection with the issuance of such decision, including without
limitation (A) participating in telephonic conferences with the
Commission, (B) delivering to the Commission staff an analysis prepared by
counsel to the Company setting forth the legal bases, if any, upon which such
counsel has concluded that such an Exchange Offer should be permitted, and (C) diligently
pursuing a resolution (which need not be favorable and which need not be a
written resolution) by the Commission staff.


 


(ii)                                  As a condition to its participation in
the Exchange Offer, each Holder (including, without limitation, any Holder who
is a Broker-Dealer) shall furnish, upon the request of the Company, prior to
the Consummation of the Exchange Offer, a written representation to the Company
and the Guarantors (which may be contained in the letter of transmittal
contemplated by the Exchange Offer Registration Statement) to the effect that (A) it
is not an Affiliate of the Company, (B) it is not engaged in, and does not
intend to engage in, and has no arrangement or understanding with any person to
participate in, a distribution of the Exchange Notes to be issued in the
Exchange Offer, (C) it is acquiring the Exchange Notes in its ordinary
course of business, and (D) only if such Holder is a Broker-Dealer that
will receive Exchange Notes in exchange for Initial Notes that such
Broker-Dealer acquired for its own private account as a result of market making
or other trading activities, it will deliver a Prospectus, as required by law,
in connection with any sale of such Exchange Notes.  As a condition to its participation in the
Exchange Offer each Holder using the Exchange Offer to participate in a
distribution of the Exchange Notes shall acknowledge and agree that, if the
resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes
acquired directly from the Company or an Affiliate thereof, it (1) could
not, under Commission policy as in effect on the date of this Agreement, rely
on the position of the Commission enunciated in Morgan Stanley and Co., Inc.
(available June 5, 1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the Commission’s letter to Shearman &
Sterling dated July 2, 1993, and similar no-action letters (including,
if applicable, any no-action letter obtained pursuant to clause (i) above),
and (2) must comply with the registration and prospectus delivery
requirements of the Act in connection with a secondary resale transaction and
that such a secondary resale transaction must be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K.


 


(iii)                               Prior to effectiveness of the Exchange Offer
Registration Statement, the Company and the Guarantors shall provide a
supplemental letter to the Commission (A) stating that the Company and the
Guarantors are registering the Exchange Offer in reliance on the position of
the Commission enunciated in Exxon Capital Holdings Corporation
(available May 13, 1988), Morgan Stanley and Co., Inc. (available
June 5, 1991) as interpreted in the Commission’s letter to Shearman &
Sterling dated July 2, 1993, and, if applicable, any no-action letter
obtained pursuant to clause (i) above, (B) including a representation
that the Company and Guarantor have not entered into any arrangement or
understanding with any Person to distribute the Exchange Notes to be received
in the Exchange Offer and that, to the best of the Company’s and each Guarantor’s
information and belief, each Holder participating in the Exchange Offer is
acquiring the Exchange Notes in its ordinary course of business and has no
arrangement 


 


8

















 


or understanding with any Person to participate in the distribution of
the Exchange Notes received in the Exchange Offer, and (C) any other
undertaking or representation required by the Commission as set forth in any
no-action letter obtained pursuant to clause (i) above, if applicable.


 


(b)                                 Shelf Registration Statement. In connection with the Shelf Registration
Statement, the Company and the Guarantors shall:


 


(i)                                     comply with all the provisions of Section 6(c) below
and use all commercially reasonable efforts to effect such registration to
permit the sale of the Transfer Restricted Securities being sold in accordance
with the intended method or methods of distribution thereof (as indicated in
the information furnished to the Company pursuant to Section 4(b) hereof),
and pursuant thereto the Company and the Guarantors will prepare and file with
the Commission a Registration Statement relating to the registration on any
appropriate form under the Act, which form shall be available for the sale of
the Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof within the time periods and otherwise in
accordance with the provisions hereof, and


 


(ii)                                  issue to any Holder or purchaser of
Initial Notes covered by any Shelf Registration Statement contemplated by this
Agreement, upon the request of any such Holder or purchaser, registered Initial
Notes having an aggregate principal amount equal to the aggregate principal
amount of Initial Notes in the names as such Holder or purchaser shall
designate.


 


(c)                                  General Provisions. 
In connection with any Registration Statement and any related Prospectus
required by this Agreement, the Company and the Guarantors shall:


 


(i)                                     use all commercially reasonable efforts
to keep such Registration Statement continuously effective and provide all
requisite financial statements for the period specified in Section 3 or 4
of this Agreement, as applicable.  Upon
the occurrence of any event that would cause any such Registration Statement or
the Prospectus contained therein (A) to contain an untrue statement of
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, or (B) not to
be effective and usable for resale of Transfer Restricted Securities during the
period required by this Agreement, the Company and the Guarantors shall file
promptly an appropriate amendment to such Registration Statement curing such
defect, and, if Commission review is required, use all commercially reasonable
efforts to cause such amendment to be declared effective as soon as
practicable.


 


(ii)                                  prepare and file with the Commission such
amendments and post-effective amendments to the applicable Registration
Statement as may be necessary to keep such Registration Statement effective for
the applicable period set forth in Section 3 or 4 hereof, as the case may
be; cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under
the Act, and to comply fully with Rules 424, 430A, and 462, as applicable,
under the Act 


 


9

















 


in a timely manner; and comply with the provisions of the Act with
respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended method
or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;


 


(iii)                               advise (a) each Holder whose Transfer Restricted
Securities have been included in a Shelf Registration Statement (in the case of
a Shelf Registration Statement), and (b) each Holder who has provided
notice to the Company promptly and, if requested by such Holder, confirm such
advice in writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any applicable
Registration Statement or any post-effective amendment thereto, when the same
has become effective, (B) of any request by the Commission for amendments
to the Registration Statement or amendments or supplements to the Prospectus or
for additional information relating thereto, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement under the Act or of the suspension by any state securities commission
of the qualification of the Transfer Restricted Securities for offering or sale
in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, and (D) of the happening of any event that requires
the Company to make changes in the Registration Statement or the Prospectus in
order that the Registration Statement or the Prospectus, any amendment or
supplement thereto or any document incorporated by reference therein do not
contain an untrue statement of material fact nor omit to state a material fact
required to be stated therein or necessary to make the statements therein (in
the case of the Prospectus, in light of the circumstances under which they were
made) not misleading.  If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state securities or
Blue Sky laws, the Company and the Guarantors shall use all commercially
reasonable efforts to obtain the withdrawal or lifting of such order at the
earliest possible time;


 


(iv)                              subject to Section 6(d), if any fact
or event contemplated by Section 6(c)(iii)(D) above shall exist or
have occurred, prepare a supplement or post-effective amendment to the
Registration Statement or related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of Transfer Restricted Securities, the Prospectus
will not contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


 


(v)                                 furnish to each Holder whose Transfer
Restricted Securities have been included in a Shelf Registration Statement (in
the case of a Shelf Registration Statement) in connection with such exchange,
registration or sale, if any, before filing with the Commission, copies of any
Registration Statement or any Prospectus included therein or any amendments or
supplements to any such Registration Statement or Prospectus (including all
documents incorporated by reference after the initial filing of such
Registration Statement), which documents will be subject to the reasonable
review and 


 


10

















 


comment of such Holders in connection with such sale, if any, for a
period of at least three Business Days, and the Company will not file any such
Registration Statement or Prospectus or any amendment or supplement to any such
Registration Statement or Prospectus (including all such documents incorporated
by reference) to which such Holders shall reasonably object within three
Business Days after the receipt thereof. 
A Holder shall be deemed to have reasonably objected to such filing if
such Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains an untrue statement of a material
fact or omits to state any material fact necessary to make the statements
therein not misleading or fails to comply with the applicable requirements of
the Act;


 


(vi)                              promptly prior to the filing of any
document that is to be incorporated by reference into a Registration Statement
or Prospectus in connection with such exchange, registration or sale, if any,
provide copies of such document to each Holder whose Transfer Restricted
Securities have been included in a Shelf Registration Statement (in the case of
a Shelf Registration Statement) in connection with such exchange, registration
or sale, if any, make the Company’s and the Guarantors’ representatives
available for discussion of such document and other customary due diligence
matters, and include such information in such document prior to the filing
thereof as such Holders may reasonably request;


 


(vii)                           make available, at reasonable times, for inspection by
each Holder whose Transfer Restricted Securities have been included in a Shelf
Registration Statement (in the case of a Shelf Registration Statement) and any
attorney or accountant retained by such Holders, all financial and other
records, pertinent corporate documents of the Company and the Guarantors
reasonably requested and cause the Company’s and the Guarantors’ officers,
directors and employees to supply all information reasonably requested by any
such Holder, attorney or accountant in connection with such Registration
Statement or any post-effective amendment thereto subsequent to the filing
thereof and prior to its effectiveness; provided
that any Holder or representative thereof requesting or receiving such
information shall agree to be bound by reasonable confidentiality agreements
and procedures with respect thereto;


 


(viii)                        if requested by any Holders whose Transfer Restricted
Securities have been included in a Shelf Registration Statement (in the case of
a Shelf Registration Statement) in connection with such exchange, registration
or sale, promptly include in any Registration Statement or Prospectus, pursuant
to a supplement or post-effective amendment if necessary, such information as
such Holders may reasonably request to have included therein, including,
without limitation, information relating to the “Plan of Distribution” of the
Transfer Restricted Securities and the use of the Registration Statement or
Prospectus for market making activities; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as practicable after
the Company is notified of the matters to be included in such Prospectus
supplement or post-effective amendment;


 


(ix)                                furnish to each Holder whose Transfer
Restricted Securities have been included in a Shelf Registration Statement (in
the case of a Shelf Registration Statement) 


 


11

















 


in connection with such exchange, registration or sale, without charge,
at least one copy of the Registration Statement, as first filed with the
Commission, and of each amendment thereto, including all documents incorporated
by reference therein and all exhibits (including exhibits incorporated therein
by reference);


 


(x)                                   deliver to each Holder whose Transfer
Restricted Securities have been included in a Shelf Registration Statement (in
the case of a Shelf Registration Statement) without charge, as many copies of
the Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Holders reasonably may request; the Company and the
Guarantors hereby consent to the use (in accordance with law and subject to Section 6(d) hereof)
of the Prospectus and any amendment or supplement thereto by each selling
Holder in connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement thereto;


 


(xi)                                enter into such
agreements (including an underwriting agreement), and make such representations
and warranties, and take all such other actions in connection therewith in order
to expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to any Registration Statement contemplated by this Agreement, all to
such extent as may be customarily and reasonably requested by the Initial
Purchasers or, in the case of registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, by any Holder or
Holders of Transfer Restricted Securities who hold at least 50% in aggregate
principal amount of such class of Transfer Restricted Securities; provided, that, the Company and the
Guarantors shall not be required to enter into any such agreement more than
once with respect to all of the Transfer Restricted Securities and, in the case
of a Shelf Registration Statement, may delay entering into such agreement if
the Board of Directors of the Company determines in good faith that it is in
the best interests of the Company and the Guarantors not to disclose the
existence of or facts surrounding any proposed or pending material corporate
transaction involving the Company and the Guarantors.  In such connection, the Company and the Guarantors
shall:


 


(A)                        upon the request of any Holder, furnish (or in the
case of paragraphs (2) and (3), use its commercially reasonable efforts to
cause to be furnished) to each such Holder (in the case of the Shelf
Registration Statement) and any underwriter, upon Consummation of the Exchange
Offer or the effectiveness of the Shelf Registration Statement, as the case may
be:


 


(1)                            a certificate, dated such date, signed on
behalf of the Company and each Guarantor by (x) the Chief Executive
Officer or any Vice President, and (y) a principal financial or accounting
officer of the Company and such Guarantor, confirming, as of the date thereof,
such matters as such Holders may reasonably request;


 


(2)                            an opinion, dated the date of
Consummation of the Exchange Offer or the date of effectiveness of the Shelf
Registration Statement, as the case may be, of counsel for the Company and the
Guarantors in customary form and covering such other matters as such 


 


12

















 


Holder may reasonably request, and in any event including a statement
to the effect that such counsel has participated in conferences with officers
and other representatives of the Company and the Guarantors and representatives
of the independent public accountants for the Company and the Guarantors and
representatives of the underwriters, if any, and their counsel at which the
contents of the Registration Statement and related matters were discussed and,
although such counsel need not pass upon or assume responsibility for the
accuracy, completeness or fairness of such statements (relying as to
materiality to the extent such counsel deems appropriate upon the statements of
officers and other representatives of the Company and the Guarantors and
without independent check or verification), no facts came to such counsel’s
attention that caused such counsel to believe that the applicable Registration
Statement, at the time such Registration Statement or any post-effective
amendment thereto became effective and, in the case of the Exchange Offer
Registration Statement, as of the date of Consummation of the Exchange Offer,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or that the Prospectus contained in such Registration Statement
as of its date and, in the case of the opinion dated the date of Consummation
of the Exchange Offer, as of the date of Consummation, contained an untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. 
Such counsel may state further that such counsel assumes no
responsibility for, and has not independently verified, the accuracy,
completeness or fairness of the financial statements, schedules or other
financial data included in any Registration Statement contemplated by this
Agreement or the related Prospectus and need express no view as to the
accounting or financial records from which such financial statements, schedules
and data are derived; and


 


(3)                            a customary comfort letter, dated the
date of Consummation of the Exchange Offer, or as of the date of effectiveness
of the Shelf Registration Statement, as the case may be, from the Company’s
independent accountants, in the customary form and covering matters of the type
customarily covered in comfort letters to underwriters in connection with
underwritten offerings, and affirming the matters set forth in the comfort
letters delivered pursuant to Section 8(e) of the Purchase Agreement;
and


 


(B)                          deliver such other documents and
certificates as may be reasonably requested by the selling Holders to evidence
compliance with the matters covered in clause (A) above and with any
customary conditions contained in any agreement entered into by the Company and
the Guarantors pursuant to this clause (xi);


 


13

















 


(xii)                             prior to any public offering of Transfer Restricted
Securities, cooperate with the selling Holders and their counsel in connection
with the registration and qualification of the Transfer Restricted Securities
under the securities or Blue Sky laws of such jurisdictions as the selling
Holders may request and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the applicable Registration Statement; provided, however, that the Company and the Guarantors shall
not be required to register or qualify as a foreign corporation where it is not
now so qualified or to take any action that would subject it to the service of
process in suits or to taxation, other than as to matters and transactions
relating to the Registration Statement, in any jurisdiction where it is not now
so subject;


 


(xiii)                          in connection with any sale of Transfer Restricted
Securities that will result in such securities no longer being Transfer
Restricted Securities, cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and to register
such Transfer Restricted Securities in such denominations and such names as the
selling Holders may request at least two Business Days prior to such sale of
Transfer Restricted Securities;


 


(xiv)                         use all commercially reasonable efforts to cause the
disposition of the Transfer Restricted Securities covered by the Registration
Statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the seller or sellers thereof to
consummate the disposition of such Transfer Restricted Securities, subject to
the proviso contained in clause (xii) above;


 


(xv)                            provide a CUSIP number for all Transfer
Restricted Securities not later than the effective date of a Registration
Statement covering such Transfer Restricted Securities and provide the Trustee
under the Indenture with printed certificates for the Transfer Restricted
Securities which are in a form eligible for deposit with the Depository Trust
Company;


 


(xvi)                         otherwise use all commercially reasonable efforts to
comply with all applicable rules and regulations of the Commission, and
make generally available to its security holders with regard to any applicable
Registration Statement, as soon as practicable, a consolidated earnings
statement meeting the requirements of Rule 158 under the Act (which need
not be audited) covering a twelve-month period beginning after the effective
date of the Registration Statement (as such term is defined in paragraph (c) of
Rule 158 under the Act);


 


(xvii)                      cause the Indenture to be qualified under the TIA not
later than the effective date of the first Registration Statement required by
this Agreement and, in connection therewith, cooperate with the Trustee and the
Holders to effect such changes to the Indenture as may be required for such
Indenture to be so qualified in accordance with the terms of the TIA; and
execute and use its commercially reasonable efforts to cause the Trustee to
execute, all documents that may be required to effect such changes


 


14
















 


and all other forms and documents required to be filed with the
Commission to enable such Indenture to be so qualified in a timely manner; and


 


(xviii)                   provide promptly to each Holder, upon request, each document filed with
the Commission pursuant to the requirements of Section 13 or Section 15(d) of
the Exchange Act.


 


(d)                                 Restrictions on Holders. 
Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of the notice referred to in Section 6(c)(i) or
6(c)(iii)(C) or any notice from the Company of the existence of any fact
of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
“Suspension Notice”), such Holder
will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until (i) such Holder
has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof,
or (ii) such Holder is advised in writing by the Company that the use of
the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the “Recommencement Date”).  Each Holder receiving a Suspension Notice
hereby agrees that it will either (i) destroy any Prospectuses, other than
permanent file copies, then in such Holder’s possession which have been
replaced by the Company with more recently dated Prospectuses, or (ii) deliver
to the Company (at the Company’s expense) all copies, other than permanent file
copies, then in such Holder’s possession of the Prospectus covering such
Transfer Restricted Securities that was current at the time of receipt of the
Suspension Notice.  The time period
regarding the effectiveness of such Registration Statement set forth in Section 3
or 4 hereof, as applicable, shall be extended by a number of days equal to the
number of days in the period from and including the date of delivery of the
Suspension Notice to the Recommencement Date.


 


SECTION 7.                                              REGISTRATION EXPENSES


 


All expenses incident to the Company’s and the
Guarantors’ performance of or compliance with this Agreement will be borne by
the Company, regardless of whether a Registration Statement becomes effective,
including without limitation: (i) all registration and filing fees and
expenses; (ii) all fees and expenses of compliance with federal securities
and state Blue Sky or securities laws; (iii) all expenses of printing
(including printing certificates for the Exchange Notes to be issued in the
Exchange Offer and printing of Prospectuses), messenger and delivery services
and telephone; (iv) all fees and disbursements of counsel for the Company
and the Guarantors and one counsel for all of the Holders of Transfer
Restricted Securities selected by the Holders of a majority in principal amount
of Transfer Restricted Securities being registered; (v) all application
and filing fees in connection with listing the Exchange Notes on a national
securities exchange or automated quotation system pursuant to the requirements
hereof; and (vi) all fees and disbursements of independent certified
public accountants of the Company and the Guarantors (including the expenses of
any special audit and comfort letters required by or incident to such
performance); provided, however, that
in no event shall the Company or the Guarantors be responsible for any
underwriting discounts, commissions or fees attributable to the sale or other
disposition of Transfer Restricted Securities.


 


15

















 


The Company will, in any event, bear its and the
Guarantors’ internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expenses of any annual audit and the fees and expenses of any Person,
including special experts, retained by the Company or the Guarantors.


 


SECTION 8.                                              INDEMNIFICATION


 


(a)                                  The Company and the Guarantors agree,
jointly and severally, to indemnify and hold harmless each Holder, its
directors, officers and each Person, if any, who controls such Holder (within
the meaning of Section 15 of the Act or Section 20 of the Exchange
Act), from and against any and all losses, claims, damages, liabilities or
judgments, (including without limitation, any legal or other expenses incurred
in connection with investigating or defending any matter, including any action
that could give rise to any such losses, claims, damages, liabilities or
judgments) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement, preliminary prospectus
or Prospectus, Free Writing Prospectus or any “issuer information”
(as defined in Rule 433 of the Securities Act) filed or required to be
filed pursuant to Rule 433(d) under the Securities Act (or any amendment or supplement
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by an untrue statement or omission or alleged untrue
statement or omission that is based upon information relating to any of the
Holders furnished in writing to the Company by or on behalf of any of the
Holders.


 


(b)                                 Each Holder agrees, severally and not
jointly, to indemnify and hold harmless the Company and the Guarantors, and
their respective directors and officers, and each Person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act) the Company, or the Guarantors to the same extent as the
foregoing indemnity from the Company and the Guarantors set forth in section (a) above,
but only with reference to information relating to such Holder furnished in
writing to the Company by or on behalf of such Holder expressly for use in any
Registration Statement.  In no event
shall any Holder, its directors, officers or any Person who controls such
Holder be liable or responsible for any amount in excess of the amount by which
the total amount received by such Holder with respect to its sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds the sum of: (i) the
amount paid by such Holder for such Transfer Restricted Securities plus (ii) the
amount of any damages that such Holder, its directors, officers or any Person
who controls such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.


 


(c)                                  In case any action shall be commenced
involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or
8(b) (the “indemnified party”), the
indemnified party shall promptly notify the person against whom such indemnity
may be sought (the “indemnifying party”) in
writing and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be
required to assume the defense of such action pursuant to this 


 


16

















 


Section 8(c), but may employ separate counsel and
participate in the defense thereof, but the fees and expenses of such counsel,
except as provided below, shall be at the expense of the Holder).  Any indemnified party shall have the right to
employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
the indemnified party unless (i) the employment of such counsel has been
specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party has failed to assume the defense of such action or employ
counsel reasonably satisfactory to the indemnified party, or (iii) the
named parties to any such action (including any impleaded parties) include both
the indemnified party and the indemnifying party, and the indemnified party has
been advised by such counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to
the indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified
party).  In any such case, the
indemnifying party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all indemnified parties and all such fees and expenses shall be
reimbursed as they are incurred.  Such
firm shall be designated in writing by a majority of the Holders, in the case
of the parties indemnified pursuant to Section 8(a), and by the Company
and Guarantors, in the case of parties indemnified pursuant to Section 8(b).
The indemnifying party shall indemnify and hold harmless the indemnified party
from and against any and all losses, claims, damages, liabilities and judgments
by reason of any settlement of any action effected with (i) its written
consent, or (ii) effected without its written consent if the settlement is
entered into more than 20 Business Days after the indemnifying party received a
request from the indemnified party for reimbursement for the fees and expenses
of counsel (in any case where such fees and expenses are at the expense of the
indemnifying party) and, prior to the date of such settlement, the indemnifying
party has failed to comply with such reimbursement request.  No indemnifying party shall, without the
prior written consent of the indemnified party (which consent shall not be
unreasonably withheld), effect any settlement or compromise of, or consent to
the entry of judgment with respect to, any pending or threatened action in
respect of which the indemnified party is or could have been a party and
indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action, and (ii) does
not include a statement as to or an admission of fault, culpability or a
failure to act, by or on behalf of the indemnified party.


 


(d)                                 To the extent that the indemnification
provided for in this Section 8 is unavailable to an indemnified party in
respect of any losses, claims, damages, liabilities or judgments referred to
therein for which such indemnification would otherwise be available pursuant to
its terms, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or judgments
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantors, on the one hand, and the Holders,
on the other hand, from their sale of Transfer Restricted Securities, or (ii) if
the allocation provided by clause 8(d)(i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause 8(d)(i) above but also the
relative fault of the Company and the Guarantors, on the one hand, and of the
Holder, on the 


 


17

















 


other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations.  The relative fault of the Company and the
Guarantors, on the one hand, and of the Holder, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company or such
Guarantor, on the one hand, or by the Holder, on the other hand, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. 
The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and judgments referred to above shall be deemed to
include, subject to the limitations set forth in Section 8(c) hereof,
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.


 


The Company, the Guarantors and each Holder agree that
it would not be just and equitable if contribution pursuant to this Section 8(d) were
determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in the immediately
preceding paragraph.  The amount paid or
payable by an indemnified party as a result of the losses, claims, damages,
liabilities or judgments referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any matter, including any action
that could have given rise to such losses, claims, damages, liabilities or
judgments.  Notwithstanding the
provisions of this Section 8, no Holder, its directors, its officers or
any Person, if any, who controls such Holder shall be required to contribute,
in the aggregate, any amount in excess of the amount by which the total amount
received by such Holder with respect to the sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds the sum of: (i) the
amount paid by such Holder for such Transfer Restricted Securities plus (ii) the
amount of any damages that such Holder has otherwise paid or become liable to
pay by reason of any untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The
Holders’ obligations to contribute pursuant to this Section 8(d) are
several in proportion to the respective principal amount of Transfer Restricted
Securities held by each Holder hereunder and not joint.


 


SECTION 9.                                              RULE 144A AND RULE
144


 


The Company and each Guarantor agrees with each
Holder, for so long as any Transfer Restricted Securities remain outstanding
and during any period in which the Company or such Guarantor (i) is not
subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A under the Act, and (ii) is subject to Section 13
or 15(d) of the Exchange Act, to make all filings required thereby in a
timely manner in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144.


 


18

















 


SECTION 10.                                       MISCELLANEOUS


 


(a)                                  Remedies.  The Company
and the Guarantors acknowledge and agree that any failure by the Company and/or
the Guarantors to comply with their respective obligations under Sections 3 and
4 hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Company’s and the
Guarantors’ obligations under Sections 3 and 4 hereof.  The Company and the Guarantors further agree
to waive the defense in any action for specific performance that a remedy at
law would be adequate.


 


(b)                                 Free Writing
Prospectus.  The Company
represents, warrants and covenants that it (including its agents and
representatives) will not prepare, make, use, authorize, approve or refer to
any “written communication” (as defined in Rule 405 under the Securities
Act) in connection with the issuance and sale of the Initial Notes and the
Exchange Notes, other than (i) any communication pursuant to Rule 134,
Rule 135 or Rule 135c under the Securities Act, (ii) any
document constituting an offer to sell or solicitation of an offer to buy the
Initial Notes or the Exchange Notes that falls within the exception from the
definition of prospectus in Section 2(a)(10)(a) of the Securities
Act, or (iii) a prospectus satisfying the requirements of section 10(a) of
the Securities Act or of Rule 430, Rule 430A, Rule 430B, Rule 430C
or Rule 431 under the Securities Act.


 


(c)                                  No Inconsistent Agreements. 
The Company and any Guarantor will not, on or after the date of this
Agreement, enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. 
The Company and any Guarantor have not previously entered into, nor is
currently a party to, any agreement granting any registration rights with
respect to its securities to any Person that would require such securities to
be included in any Registration Statement filed hereunder.  The rights granted to the Holders hereunder
do not in any way conflict with and are not inconsistent with the rights
granted to the holders of the Company’s and the Guarantors’ securities under
any agreement in effect on the date hereof.


 


(d)                                 Amendments and Waivers. 
The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions
hereof may not be given unless (i) in the case of Section 5 hereof
and this Section 10(d)(i), the Company has obtained the written consent of
Holders of all outstanding Transfer Restricted Securities, and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities (excluding Transfer Restricted Securities held
by the Company or its Affiliates). 
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof that relates exclusively to the rights of Holders whose
Transfer Restricted Securities are being tendered pursuant to the Exchange
Offer, and that does not affect directly or indirectly the rights of other
Holders whose Transfer Restricted Securities are not being tendered pursuant to
such Exchange Offer, may be given by the Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities subject to such Exchange
Offer.


 


19

















 


(e)                                  Additional
Guarantors.  The Company
shall cause any of its Restricted Subsidiaries (as defined in the Indenture)
that becomes, prior to the consummation of the Exchange Offer, a Guarantor in
accordance with the terms and provisions of the Indenture to become a party to
this Agreement as a Guarantor.


 


(f)                                    Third Party Beneficiary. 
The Holders shall be third party beneficiaries to the agreements made
hereunder between the Company and the Guarantors, on the one hand, and the
Initial Purchasers, on the other hand, and shall have the right to enforce such
agreements directly to the extent they may deem such enforcement necessary or
advisable to protect its rights or the rights of Holders hereunder.


 


(g)                                 Notices.  All notices
and other communications provided for or permitted hereunder shall be made in
writing by hand-delivery, first-class mail (registered or certified, return
receipt requested), telex, telecopier or air courier guaranteeing overnight
delivery:


 


(i)                                     if to a Holder, at the address set forth
on the records of the Registrar under the Indenture, with a copy to the
Registrar under the Indenture; and


 


(ii)                                  if to the Company or the Guarantors:


Global Geophysical
Services, Inc.


13927 South Gessner Road


Missouri City, Texas
77489


Attention: General
Counsel


Fax: (713) 972-1008


 


With a copy to:


Haynes and Boone, LLP


1221 McKinney Street


Suite 2100


Houston, Texas 77010


Attention: Bryce D.
Linsenmayer


Fax: (713) 547-2600


 


All such notices and communications shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt acknowledged, if telecopied; and on the next Business Day,
if timely delivered to an air courier guaranteeing overnight delivery.


 


Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee at the address specified in the Indenture.


 


(h)                                 Successors and Assigns. 
This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties, including without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the
Indenture.  If any transferee of any
Holder shall acquire Transfer Restricted Securities in any manner, whether by 


 


20

















 


operation of law or otherwise, such Transfer
Restricted Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Transfer Restricted Securities such
Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement, including the
restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, and such Person shall be entitled to receive the benefits
hereof.


 


(i)                                     Counterparts. 
This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


 


(j)                                     Headings.  The headings
in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


 


(k)                                  Governing Law. 
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES
THEREOF.


 


(l)                                     Severability. 
In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.


 


(m)                               Entire Agreement. 
This Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein.  There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein with respect to the registration rights granted with
respect to the Transfer Restricted Securities. 
This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.


 


(Signature Page Follows.)


 


21

















 


IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first written above.


 


	
   

  	
  GLOBAL GEOPHYSICAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ P. Mathew Verghese

  
	
   

  	
  Name: P. Mathew
  Verghese

  
	
   

  	
  Title: Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTOSEIS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ P. Mathew Verghese

  
	
   

  	
  Name: P. Mathew
  Verghese

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GGS INTERNATIONAL HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ P. Mathew Verghese

  
	
   

  	
  Name: P. Mathew
  Verghese

  
	
   

  	
  Title: Senior Vice President

  



 


Regisration
Rights Agreement


 

















 


	
   

  	
  BARCLAYS CAPITAL INC.

  
	
   

  	
  As representative of the several Initial
  Purchasers named in Schedule 1 of the Purchase Agreement:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Cugno 

  
	
   

  	
  Name: Paul Cugno 

  
	
   

  	
  Title: Managing Director

  



 


Regisration Rights Agreement


 

















 


	
   

  	
  CREDIT SUISSE SECURITIES
  (USA) LLC

  
	
   

  	
  As representative of the several Initial
  Purchasers named in Schedule 1 of the Purchase Agreement:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Andrews 

  
	
   

  	
  Name: David Andrews

  
	
   

  	
  Title: Managing Director

  



 


Regisration
Rights Agreement


 

















 


	
   

  	
  BANC OF AMERICA SECURITIES
  LLC

  
	
   

  	
  As representative of the several Initial
  Purchasers named in Schedule 1 of the Purchase Agreement:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul A. Davis 

  
	
   

  	
  Name: Paul A. Davis 

  
	
   

  	
  Title: Managing Director

  



 


Regisration
Rights Agreement


 

















 


SCHEDULE
I


 


Guarantors


 


Autoseis, Inc.


GGS International
Holdings, Inc.


 

















 


ANNEX A


 


PLAN OF
DISTRIBUTION


 


Each broker-dealer that receives exchange notes
for its own account pursuant to the exchange offer must acknowledge that it
will deliver a prospectus in connection with any resale of such exchange notes.
This prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of exchange notes
received in exchange for unregistered notes where such unregistered notes were
acquired as a result of market-making activities or other trading
activities. To the extent any such broker-dealer participates in the
exchange offer, we have agreed that for a period of up to 180 days we will use
commercially reasonable efforts to make this prospectus, as amended or
supplemented, available to such broker-dealer for use in connection with
any such resale, and will deliver as many additional copies of this prospectus
and each amendment or supplement to this prospectus and any documents
incorporated by reference in this prospectus as such broker-dealer may
reasonably request.


 


We will not receive any proceeds from any sale of
exchange notes by broker-dealers. Exchange notes received by broker-dealers
for their own accounts pursuant to the exchange offer may be sold from time to
time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the exchange notes
or a combination of these methods of resale, at market prices prevailing at the
time of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such
exchange notes. Any broker-dealer that resells exchange notes that were
received by it for its own account pursuant to the exchange offer and any
broker or dealer that participates in a distribution of such exchange notes may
be deemed to be an “underwriter” within the meaning of the Securities Act and
any profit on any such resale of exchange notes and any commissions or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The letter of transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.


 


We have agreed to pay all expenses incident to the
exchange offer and will indemnify the holders of outstanding notes, including
any broker-dealers, against certain liabilities, including liabilities
under the Securities Act.


 


A-1