**EXHIBIT 4.7**

 

**Statementof Resolution Regarding**

**Series ofPreferred Stock**

**of**

**TGCIndustries, Inc.**

 

Pursuantto the provisions of Article 2.13 of the Texas Business Corporation Act,and the Articles of Incorporation, as amended, of the undersigned Corporation,the Corporation submits the following with respect to its Statement ofResolution Establishing its Series C 8% Convertible Exchangeable PreferredStock for the purpose of modifying certain terms of the Series C PreferredStock, which Statement of Resolution was originally filed with the Secretary ofState of Texas on July 9, 1996, and was modified by Statements ofResolution filed with the Secretary of State of Texas on July 22, 1998, December 9,1998, December 30, 1998, July 2, 1999, December 4, 2001, and December 11,2002.

 

1.                                       Thename of the Corporation is TGC Industries, Inc.; and

 

2.                                       Aresolution adopting the Statement of Resolution Regarding Series C 8%Convertible Exchangeable Preferred Stock is attached as Exhibit “A” hereto andincorporated herein by reference.  Suchresolution was duly adopted by all necessary action on the part of theCorporation at a Special Meeting of the Board of Directors of the Corporationheld on September 24, 2004.

 
| Dated September 29,  2004. |                  |
|---------------------------------|-----------------------|
|                            |                  |
|                            | TGC INDUSTRIES,  INC. |
|                            |                  |
|                            |                  |
|                            | By:                   | /s/ | Rice M. Tilley,  Jr. |   |
|                            |                  |   | Rice M. Tilley,  Jr., |
|                            |                  |   | Assistant  Secretary |

 

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EXHIBIT “A”

 

AMENDMENT TO

STATEMENT OF RESOLUTION REGARDING

SERIES C 8% CONVERTIBLE EXCHANGEABLE PREFERRED STOCK

of

TGC INDUSTRIES, INC.

 

RESOLVED,that pursuant to the authority vested in the Board of Directors of theCorporation by Article 4.b of the Corporation’s Restated Articles ofIncorporation, as amended, the Corporation hereby approves an amendment to itsStatement of Resolution Establishing Series C 8% Convertible ExchangeablePreferred Stock (the “Preferred Stock”), which Statement of Resolution wasoriginally filed with the Secretary of State of Texas on July 9, 1996, andwas amended by Statements of Resolution filed with the Secretary of State ofTexas on July 22, 1998, December 9, 1998, December 30, 1998, July 2,1999, December 4, 2001, and December 11, 2002, by adopting thefollowing amendment to subparagraph 3.(d) thereof to reduce the conversionprice per share of Common Stock for a period of time beginning on September 24,2004, and ending on January 31, 2005, so that such subparagraph 3.(d) ofsuch Statement of Resolution shall read in its entirety as set forthbelow.  Except as amended as set forthbelow (and except as amended by the amendment dated December 3, 2002), theStatement of Resolution Establishing Series C 8% Convertible ExchangeablePreferred Stock as filed with the Secretary of State on July 9, 1996,shall remain in full force and effect.

 

“(d)                           *Conversion Ratio*.  Each share of Preferred Stock may, at thediscretion of the holder thereof, be converted into shares of Common Stock ofthe Corporation at the conversion price per share as follows:  (i) during the period beginning on September 24,2004, and ending at the close of business on January 31, 2005, at theconversion price per share of Common Stock of Two Dollars ($2.00); and (ii)thereafter, the conversion price per share of Common Stock of Six Dollars($6.00), as such conversion price may be adjusted and readjusted from time totime in accordance with subparagraph 3.(g) hereof (such conversion price, asadjusted and readjusted and in effect at any time, being herein called the “ConversionPrice” or the “Conversion Ratio”), into the number of fully paid andnon-assessable shares of Common Stock determined by dividing (x) the $5.00 pershare price of the Preferred Stock to be so converted by (y) the ConversionPrice in effect at the time of such conversion. The Conversion Ratios referred to above will be subject to adjustment asset forth in subparagraph 3.(g).”

 

[END]

 

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