Exhibit
4.3


 


EXECUTION
VERSION


 


REGISTRATION
RIGHTS AGREEMENT





by and among



Geokinetics Holdings USA, Inc.,


 


 


Geokinetics Inc.



and





RBC Capital Markets Corporation


 


Banc of
America Securities LLC





Dated as of December 23, 2009


 

















 


REGISTRATION RIGHTS AGREEMENT


 


This Registration
Rights Agreement (this “Agreement”) is made and entered into as of December 23,
2009, by and among Geokinetics Holdings USA, Inc., a Delaware corporation
(the “Company”), Geokinetics Inc., a Delaware corporation (the “Parent”), and,
upon execution of the Joinder Agreement (as defined in the Purchase Agreement),
the subsidiary guarantors party thereto (collectively, the “Subsidiary
Guarantors”, and, together with the Parent, the “Guarantors”)), and RBC Capital
Markets Corporation and Banc of America Securities LLC, as representatives of
the several initial purchasers (collectively, the “Initial Purchasers”), each
of which has agreed to purchase the Company’s Senior Secured Notes due 2014
(the “Initial Notes”), to be fully and unconditionally guaranteed by the
Guarantors (the “Guarantees”) on the Acquisition Closing Date (as defined in
the Purchase Agreement), pursuant to the Purchase Agreement (as defined
below).  The Initial Notes and the
Guarantees thereof are herein collectively referred to as the “Initial
Securities.”


 


This Agreement is
made pursuant to the Purchase Agreement, dated December 18, 2009 (the “Purchase
Agreement”), among the Company, the Parent and, upon execution of the Joinder
Agreement, the Subsidiary Guarantors and the Initial Purchasers (i) for
the benefit of the Initial Purchasers and (ii) for the benefit of the
holders from time to time of the Initial Securities, including the Initial
Purchasers.  In order to induce the
Initial Purchasers to purchase the Initial Securities, the Company has 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 Purchaser set forth in Section 5(h) of
the Purchase Agreement.


 


The parties hereby agree as follows:


 


SECTION 1.  Definitions.  As used
in this Agreement, the following capitalized terms shall have the following
meanings:


 


Additional
Interest:  As defined in Section 5 hereto.


 


Additional
Interest Payment Date:  With respect to the Initial Securities,
each Interest Payment Date.


 


Advice:   As defined in Section 6 hereto.


 


Agreement:  
As defined in the preamble hereto.


 


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


 


Business
Day:  Any day other than a Saturday, Sunday or U.S.
federal holiday or a day on which banking institutions or trust companies
located in New York, New York are authorized or obligated to be closed.


 


Closing
Date:  The date of this Agreement.


 

















 


Commission:  The Securities and Exchange Commission.


 


Company:                     As defined in the preamble hereto.


 


Consummate:  A registered Exchange Offer shall be deemed “Consummated”
for purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Securities Act of the Exchange Offer Registration
Statement relating to the Exchange Securities to be issued in the Exchange
Offer, (ii) the maintenance of such Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than
the minimum period required pursuant to Section 3(b) hereof, and (iii) the
delivery by the Company to the Registrar under the Indenture of Exchange
Securities in the same aggregate principal amount as the aggregate principal
amount of Initial Securities that were tendered by Holders thereof pursuant to
the Exchange Offer.


 


Effectiveness
Target Date:  As defined in Section 5 hereof.


 


Exchange
Act:  The Securities Exchange Act of 1934, as amended.


 


Exchange
Offer:  The registration by the Company under the Securities
Act of the Exchange Securities pursuant to a Registration Statement pursuant to
which the Company offers the Holders of all outstanding Transfer Restricted
Securities the opportunity to exchange all such outstanding Transfer Restricted
Securities held by such Holders for Exchange Securities in an aggregate
principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities tendered in such exchange offer by such Holders.


 


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


 


Exchange
Securities:  The Senior Secured Notes due 2014, of the
same series under the Indenture as the Initial Notes and the Guarantees
thereto, to be issued to Holders in exchange for Transfer Restricted Securities
pursuant to this Agreement.


 


Exempt
Resales:  The transactions in which the Initial Purchaser
proposes to sell the Initial Securities to certain “qualified institutional
buyers,” as such term is defined in Rule 144A under the Securities Act and
to certain non-U.S. persons pursuant to Regulation S under the Securities Act.


 


FINRA:  Financial Industry Regulatory Authority, Inc.


 


Guarantees:   As defined in the preamble hereto.


 


Guarantors:   As defined in the preamble hereto.


 


Holders:  As defined in Section 2(b) hereof.


 


Indemnified
Holder:  As defined in Section 8(a) hereof.


 


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Indenture:  The Indenture, dated as of December 23, 2009, by
and among the Company, the Parent and U.S. Bank National Association, as
trustee (the “Trustee”), pursuant to which the Securities are to be issued, as
such Indenture is amended or supplemented from time to time in accordance with
the terms thereof.


 


Initial
Notes:  As defined in the preamble hereto.


 


Initial
Placement:  The issuance and sale by the Company of
the Initial Securities to the Initial Purchaser pursuant to the Purchase
Agreement.


 


Initial
Purchaser:  As defined in the preamble hereto.


 


Initial
Securities:  As defined in the preamble hereto.


 


Interest
Payment Date:  As defined in the Indenture and the
Securities.


 


Parent: 
As defined in the preamble hereto.


 


Person:  An individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.


 


Prospectus:  The prospectus included in a Registration Statement,
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.


 


Registration
Default:  As defined in Section 5 hereof.


 


Registration
Statement:  Any registration statement of the Company
relating to (a) an offering of Exchange Securities pursuant to an Exchange
Offer or (b) the registration for resale of Transfer Restricted Securities
pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case, including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.


 


Securities:  As defined in the preamble hereto.


 


Securities
Act:  The Securities Act of 1933, as amended.


 


Shelf
Registration Statement:  As defined in Section 4(a) hereof.


 


Subsidiary
Guarantors:  As defined in the preamble hereto.


 


Transfer
Restricted Securities:  Each Initial Security, until the earliest
to occur of (a) the date on which such Initial Security is exchanged in
the Exchange Offer for an Exchange Security entitled to be resold to the public
by the Holder thereof without complying with the prospectus delivery
requirements of the Securities Act, (b) the date on which such Initial
Security has been effectively registered under the Securities Act and disposed
of in accordance with a Shelf Registration Statement,(c) the date on which
such Initial Security is distributed to the public 


 


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pursuant to Rule 144 under the Securities Act or by a
Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the
Exchange Offer Registration Statement (including delivery of the Prospectus
contained therein) and (d) the date such Initial Security ceases to be
outstanding.


 


Trust
Indenture Act:  The Trust Indenture Act of 1939, as
amended.


 


Underwritten
Registration or Underwritten Offering:  A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.


 


SECTION 2.  Securities Subject to this Agreement.


 


(a)  Transfer Restricted Securities.  The
securities entitled to the benefits of this Agreement are the Transfer
Restricted Securities.


 


(b)  Holders of Transfer Restricted Securities.  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)  Unless
the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have
been complied with), each of the Company, the Parent and the Subsidiary
Guarantors shall (i) cause to be filed with the Commission the Exchange
Offer Registration Statement under the Securities Act relating to the Exchange
Securities and the Exchange Offer, (ii) use its reasonable best efforts to
cause such Exchange Offer Registration Statement to become effective at the
earliest possible time, but in no event later than 270 days after the Closing
Date (or if such 270th day is not a Business Day, the next succeeding Business
Day), (iii) in connection with the foregoing, file (A) all
pre-effective amendments to such Exchange Offer Registration Statement as may
be necessary in order to cause such Exchange Offer Registration Statement to
become effective, (B) if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the
Securities Act and (C) cause all necessary filings in connection with the
registration and qualification of the Exchange Securities to be made under the
state securities or blue sky laws of such jurisdictions as are necessary to
permit Consummation of the Exchange Offer, and (iv) upon the effectiveness
of such Exchange Offer Registration Statement, commence the Exchange
Offer.  The Exchange Offer Registration
Statement shall be on the appropriate form permitting registration of the
Exchange Securities to be offered in exchange for the Transfer Restricted
Securities and to permit resales of Initial Securities held by Broker-Dealers
as contemplated by Section 3(c) hereof.


 


(b)  The
Company, the Parent and the Subsidiary Guarantors shall use their 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 30 days
after the date notice of the Exchange Offer is mailed to the Holders.  The Company shall cause the Exchange Offer to
comply with all applicable federal and state securities laws.  No securities other than the Exchange
Securities shall be included in the Exchange Offer Registration Statement.  The 


 


4

















 


Company shall use its 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 310 days after the Closing Date.


 


(c)  The
Company shall indicate in a “Plan of Distribution” section contained in the
Prospectus forming a part of the Exchange Offer Registration Statement that any
Broker-Dealer which holds Initial Securities that are Transfer Restricted
Securities and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company), may exchange such
Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer
may be deemed to be an “underwriter” within the meaning of the Securities Act
and must, therefore, deliver a prospectus meeting the requirements of the
Securities Act in connection with any resales of the Exchange Securities
received by such Broker-Dealer in the Exchange Offer, which prospectus delivery
requirement may be satisfied by the delivery by such Broker-Dealer of the
Prospectus contained in the Exchange Offer Registration Statement.  Such “Plan of Distribution” section shall
also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales
pursuant thereto, but such “Plan of Distribution” shall not name any such
Broker-Dealer or disclose the amount of Initial Securities held by any such
Broker-Dealer except to the extent required by the Commission as a result of a
change in policy after the date of this Agreement.


 


Each of the
Company, the Parent and the Subsidiary Guarantors shall use its commercially
reasonable efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented and amended as required by the provisions
of Section 6(c) hereof to the extent necessary to ensure that it is
available for resales of Initial Securities acquired by Broker-Dealers for
their own accounts as a result of market-making activities or other trading
activities, and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of
the Commission as announced from time to time, for a period ending on the
earlier of (i) 90 days from the date on which the Exchange Offer
Registration Statement is declared effective and (ii) the date on which a
Broker-Dealer is no longer required to deliver a prospectus in connection with
market-making or other trading activities.


 


The Company shall
provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during such 180-day (or
shorter as provided in the preceding paragraph) period in order to facilitate
such resales.


 


SECTION 4.  Shelf Registration.


 


(a)  Shelf Registration.  If
(i) the Company is not required to file an Exchange Offer Registration
Statement or to consummate the Exchange Offer because the Exchange Offer is not
permitted by applicable law or Commission policy (after the procedures set
forth in Section 6(a) hereof have been complied with), (ii) for
any reason the Exchange Offer is not Consummated within 310 days after the
Closing Date, or (iii) with respect to any Holder of Transfer Restricted
Securities (A) such Holder is prohibited by applicable law or Commission
policy from participating in the Exchange Offer, or (B) such Holder may
not resell the Exchange Securities acquired by it in the Exchange Offer to the
public without delivering a prospectus and the 


 


5

















 


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 Securities acquired directly from
the Company or one of its affiliates, then, upon such Holder’s request, the
Company, the Parent and the Subsidiary Guarantors shall:


 


(x)  use
their commercially reasonable efforts to cause to be filed a shelf registration
statement pursuant to Rule 415 under the Securities Act, which may be an
amendment to the Exchange Offer Registration Statement (in either event, the “Shelf
Registration Statement”), which Shelf Registration Statement shall provide for
resales of all Transfer Restricted Securities the Holders of which shall have
provided the information required pursuant to Section 4(b) hereof;
and


 


(y)  use
their commercially reasonable efforts to cause such Shelf Registration
Statement to be declared effective by the Commission on or before the 120th day
after so requested or required pursuant to this Section 4.


 


The Company, the
Parent and the Subsidiary Guarantors shall use their commercially reasonable
efforts to keep such Shelf Registration Statement continuously effective,
supplemented and amended as required by the provisions of Sections 6(b) and
(c) hereof to the extent necessary to ensure that it is available for
resales of Initial Securities by the Holders of Transfer Restricted Securities
entitled to the benefit of this Section 4(a), and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time
to time, for a period of two years following the Closing Date (or such shorter
period that will terminate when all the Initial Securities covered by such
Shelf Registration Statement have been sold pursuant to such Shelf Registration
Statement).


 


(b)  Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement.  No
Holder of Transfer Restricted Securities 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 20 Business Days after receipt of a request therefor, such information
as the Company may reasonably request for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus included
therein.  Each Holder as to which any
Shelf Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.


 


SECTION 5.  Additional Interest.  If (i) any of the
Registration Statements required by this Agreement has not been declared
effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the
Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness
Target Date with respect to the Exchange Offer Registration Statement or (iii) 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 without being succeeded immediately by a post-effective
amendment to such Registration Statement that cures such failure and that is
itself immediately declared effective (each such event referred to in clauses (i) through
(iii), a 


 


6

















 


“Registration Default”), the Company, the Parent and the Subsidiary
Guarantors hereby agree that the interest rate borne by the Transfer Restricted
Securities shall be increased by 0.25% per annum during the 90-day period
immediately following the occurrence of any Registration Default and shall
increase by 0.25% per annum at the end of each subsequent 90-day period (such
increase, “Additional Interest”), but in no event shall such increase exceed
1.00% per annum.  Following the cure of
all Registration Defaults relating to any particular Transfer Restricted
Securities, the interest rate borne by the relevant Transfer Restricted
Securities will be reduced to the original interest rate borne by such Transfer
Restricted Securities; provided, however,
that, if after any such reduction in interest rate, a different Registration
Default occurs, the interest rate borne by the relevant Transfer Restricted
Securities shall again be increased pursuant to the foregoing provisions.


 


All obligations of
the Company, the Parent and the Subsidiary Guarantors set forth in the
preceding paragraph that are outstanding with respect to any Transfer
Restricted Security at the time such security ceases to be a Transfer
Restricted Security shall survive until such time as all such obligations with
respect to such security shall have been satisfied in full.


 


SECTION 6.  Registration Procedures.


 


(a)  Exchange Offer Registration Statement. 
In connection with the Exchange Offer, the Company, the Parent
and the Subsidiary Guarantors shall comply with all of the provisions of Section 6(c) hereof,
shall use their best efforts to effect such exchange to permit the sale of
Transfer Restricted Securities being sold in accordance with the intended
method or methods of distribution thereof, and shall comply with all of the
following provisions:


 


(i)  If in
the reasonable opinion of counsel to the Company there is a question as to
whether the Exchange Offer is permitted by applicable law, each of the Company,
the Parent and the Subsidiary Guarantors hereby agrees to seek a no-action
letter or other favorable decision from the Commission allowing the Company,
the Parent and the Subsidiary Guarantors to Consummate an Exchange Offer for
such Initial Securities.  Each of the
Company, the Parent and the Subsidiary Guarantors hereby agrees to pursue the
issuance of such a decision to the Commission staff level, but shall not be
required to take commercially unreasonable action to effect a change of
Commission policy.  Each of the Company,
the Parent and the Subsidiary Guarantors hereby agrees, however, to (A) participate
in telephonic conferences with the Commission, (B) deliver 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 pursue a favorable
resolution by the Commission staff of such submission.


 


(ii)  As a
condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish,
upon the request of the Company, prior to the Consummation thereof, a written
representation to the Company (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 


 


7

















 


Exchange Securities to be issued in the Exchange Offer and (C) it
is acquiring the Exchange Securities in its ordinary course of business.  In addition, all such Holders of Transfer
Restricted Securities shall otherwise cooperate in the Company’s preparations
for the Exchange Offer.  Each Holder
hereby acknowledges and agrees that any Broker-Dealer and any such Holder using
the Exchange Offer to participate in a distribution of the securities to be
acquired in the Exchange Offer (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 (which may
include any no-action letter obtained pursuant to clause (i) above), and (2) must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction and that such
a secondary resale transaction should 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 if the resales are of Exchange
Securities obtained by such Holder in exchange for Initial Securities acquired
by such Holder directly from the Company.


 


(b)  Shelf Registration Statement.  In
connection with the Shelf Registration Statement, each of the Company, the
Parent and the Subsidiary Guarantors shall comply with all the provisions of Section 6(c) hereof
and shall use its 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, and
pursuant thereto each of the Company, the Parent and the Subsidiary Guarantors
will as expeditiously as possible prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form
under the Securities 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.


 


(c)  General Provisions.  In
connection with any Registration Statement and any Prospectus required by this
Agreement to permit the sale or resale of Transfer Restricted Securities
(including, without limitation, any Registration Statement and the related
Prospectus required to permit resales of Initial Securities by Broker-Dealers),
each of the Company, the Parent and the Subsidiary Guarantors shall:


 


(i)  use its
best efforts to keep such Registration Statement continuously effective and
provide all requisite financial statements (including, if required by the
Securities Act or any regulation thereunder, financial statements of the Copany
and the Guarantors for the period specified in Section 3 or 4 hereof, as
applicable; upon the occurrence of any event that would cause any such
Registration Statement or the Prospectus contained therein (A) to contain
a material misstatement or omission or (B) not to be effective and usable
for resale of Transfer Restricted Securities during the period required by this
Agreement, the Company shall file promptly an appropriate amendment to such
Registration Statement, in the case of clause (A), correcting any such
misstatement or omission, and, in the case of either clause (A) or (B),
use its best efforts to cause such amendment to be declared effective and such
Registration Statement and the related Prospectus to become usable for their
intended purpose(s) as soon as practicable thereafter;


 


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(ii)  prepare
and file with the Commission such amendments and post-effective amendments to
the applicable Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period set forth in Section 3
or 4 hereof, as applicable, or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Registration Statement have been
sold; cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under
the Securities Act, and to comply fully with the applicable provisions of Rules 424,
430A and 430B under the Securities Act in a timely manner; and comply with the
provisions of the Securities 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
the underwriter(s), if any, and selling Holders promptly and, if requested by
such Persons, to 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 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 Securities 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, (D) of the existence of any
fact or the happening of any event that makes any statement of a material fact
made in the Registration Statement, the Prospectus, any amendment or supplement
thereto, or any document incorporated by reference therein untrue, or that
requires the making of any additions to or changes in the Registration
Statement or the Prospectus in order to make the statements therein 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, each of the Company, the Parent and the Subsidiary Guarantors
shall use its best efforts to obtain the withdrawal or lifting of such order at
the earliest possible time;


 


(iv)  furnish
without charge to each of the Initial Purchasers, each selling Holder named in
any Registration Statement, and each of the underwriter(s), 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 review and comment of such Holders and
underwriter(s) in connection with such sale, if any, for a period of at
least five 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


 


9
















 


which an Initial Purchaser of Transfer Restricted Securities covered by
such Registration Statement or the underwriter(s), if any, shall reasonably
object in writing within five Business Days after the receipt thereof (such
objection to be deemed timely made upon confirmation of telecopy transmission
within such period).  The objection of
such Initial Purchaser or underwriter, if any, shall be deemed to be reasonable
if such Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains a material misstatement or
omission;


 


(v)  promptly
prior to the filing of any document that is to be incorporated by reference
into a Registration Statement or Prospectus, provide copies of such document to
the Initial Purchasers, each selling Holder named in any Registration
Statement, and to the underwriter(s), if any, make the Company’s, the Parent’s
and the Subsidiary 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 selling
Holders or underwriter(s), if any, reasonably may request;


 


(vi)  make
available at reasonable times for inspection by the Initial Purchasers, the
managing underwriter(s), if any, participating in any disposition pursuant to
such Registration Statement and any attorney or accountant retained by such
Initial Purchasers or any of the underwriter(s), all financial and other
records, pertinent corporate documents and properties of each of the Company,
the Parent and the Subsidiary Guarantors and cause the Company’s, the Parent’s
and the Subsidiary Guarantors’ officers, directors and employees to supply all
information reasonably requested by any such Holder, underwriter, 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 and to participate in meetings with investors to the extent
requested by the managing underwriter(s), if any;


 


(vii)  if
requested by any selling Holders or the underwriter(s), if any, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such
selling Holders and underwriter(s), if any, may reasonably request to have
included therein, information relating to the “Plan of Distribution” of the
Transfer Restricted Securities, information with respect to the principal
amount of Transfer Restricted Securities being sold to such underwriter(s), the
purchase price being paid therefor and any other terms of the offering of the
Transfer Restricted Securities to be sold in such offering; 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
incorporated in such Prospectus supplement or post-effective amendment;


 


(viii)  in
the case of a Shelf Registration Statement, cause the Transfer Restricted
Securities covered by the Registration Statement to be rated with the
appropriate rating agencies, if so requested by the Holders of a majority in
aggregate principal amount of Securities covered thereby or the underwriter(s),
if any;


 


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(ix)  furnish
to each Initial Purchaser, each selling Holder and each of the underwriter(s),
if any, without charge, at least one copy of the Registration Statement, as
first filed with the Commission, and of each amendment thereto, including
financial statements and schedules, all documents incorporated by reference
therein and all exhibits (including exhibits incorporated therein by
reference);


 


(x)  deliver
to each selling Holder and each of the underwriter(s), if any, who is required
to deliver a Prospectus in connection with the sale of its Transfer Restricted
Securities, without charge, as many copies of the Prospectus (including each
preliminary prospectus) and any amendment or supplement thereto as such Persons
reasonably may request; each of the Company, the Parent and the Subsidiary
Guarantors hereby consents to the use of the Prospectus and any amendment or
supplement thereto by each of the selling Holders and each of the
underwriter(s), if any, 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 Shelf Registration Statement contemplated by this Agreement, all to such
extent as may be requested by any Initial Purchaser or by any Holder of
Transfer Restricted Securities or underwriter in connection with any sale or
resale pursuant to any Registration Statement contemplated by this Agreement;
and whether or not an underwriting agreement is entered into and whether or not
the registration is an Underwritten Registration, each of the Company, the
Parent and the Subsidiary Guarantors shall:


 


(A)  furnish
to each Initial Purchaser, each selling Holder and each underwriter, if any, in
such substance and scope as they may reasonably request and as are customarily
made by issuers to underwriters in primary underwritten offerings, upon the
date of the Consummation of the Exchange Offer or, if applicable, the
effectiveness of the Shelf Registration Statement:


 


(1)  a
certificate, dated the date of Consummation of the Exchange Offer or the date
of effectiveness of the Shelf Registration Statement, as the case may be,
signed by (y) the President or any Vice President and (z) a principal
financial or accounting officer of each of the Company, the Parent and the
Subsidiary Guarantors, confirming, as of the date thereof, the matters set
forth in paragraphs (i) and (ii) of Section 5(f) of the
Purchase Agreement and such other matters as such parties may reasonably
request;


 


(2) 
opinions, 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, the Parent and the Subsidiary Guarantors, covering the
matters set forth in Sections 5(c), 5(d) and 13(ii) of the Purchase
Agreement and such other matters as such 


 


11

















 


parties 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, the Parent and the Subsidiary
Guarantors, representatives of the independent public accountants for the
Company, the Parent and the Subsidiary Guarantors, representatives of the
underwriter(s), if any, and counsel to the underwriter(s), if any, in
connection with the preparation of such Registration Statement and the related
Prospectus and have considered the matters required to be stated therein and
the statements contained therein, although such counsel has not independently
verified the accuracy, completeness or fairness of such statements; and that
such counsel advises that, on the basis of the foregoing, 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, 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 not misleading.  Without limiting the foregoing, 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, notes and schedules and other financial data included in any
Registration Statement contemplated by this Agreement or the related
Prospectus; and


 


(3)  a
customary comfort letter, dated the date of effectiveness of the Shelf
Registration Statement, from the Parent’s independent accountants, if permitted
by applicable accounting standards or pronouncements, in the customary form and
covering matters of the type customarily requested to be covered in comfort
letters by underwriters in connection with primary underwritten offerings, and covering
or affirming the matters set forth in the comfort letters delivered pursuant to
Section 5(a) of the Purchase Agreement, without exception;


 


(B)  set
forth in full or incorporate by reference in the underwriting agreement, if
any, the indemnification provisions and procedures of Section 8 hereof
with respect to all parties to be indemnified pursuant to said Section; and


 


(C)  deliver
such other documents and certificates as may be reasonably requested by such
parties to evidence compliance with Section 6(c)(xi)(A) hereof and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company, the Parent or any of the Subsidiary
Guarantors pursuant to this Section 6(c)(xi), if any.


 


12

















 


If at any time the
representations and warranties of the Company, the Parent and the Subsidiary
Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof cease to be
true and correct, the Company, the Parent or the Subsidiary Guarantors shall so
advise the Initial Purchasers and the underwriter(s), if any, and each selling
Holder promptly and, if requested by such Persons, shall confirm such advice in
writing;


 


(xii)  prior to any public offering of Transfer
Restricted Securities, cooperate with the selling Holders, the underwriter(s),
if any, and their respective counsel in connection with the registration and
qualification of the Transfer Restricted Securities under the state securities
or blue sky laws of such jurisdictions as the selling Holders or
underwriter(s), if any, 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 Shelf Registration Statement; provided, however, that none of the Company, the Parent or
any Subsidiary Guarantor shall be required to register or qualify as a foreign
corporation where it is not then 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 then so subject;


 


(xiii)  shall issue, upon the request of any Holder
of Initial Securities covered by the Shelf Registration Statement, Exchange
Securities having an aggregate principal amount equal to the aggregate
principal amount of Initial Securities surrendered to the Company by such
Holder in exchange therefor or being sold by such Holder; such Exchange
Securities to be registered in the name of such Holder or in the name of the
purchaser(s) of such Securities, as the case may be; in return, the
Initial Securities held by such Holder shall be surrendered to the Company for
cancellation;


 


(xiv)  cooperate with the selling Holders and the
underwriter(s), if any, to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold and not
bearing any restrictive legends; and enable such Transfer Restricted Securities
to be in such denominations and registered in such names as the Holders or the
underwriter(s), if any, may request at least two Business Days prior to any
sale of Transfer Restricted Securities made by such Holders or underwriter(s);


 


(xv)  use its best efforts to cause 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 or the underwriter(s), if
any, to consummate the disposition of such Transfer Restricted Securities,
subject to the proviso contained in Section 6(c)(xii) hereof;


 


(xvi)  if any fact or event contemplated by Section 6(c)(iii)(D) hereof
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 in order to make the statements therein
not misleading;


 


13

















 


(xvii)  provide a CUSIP number for all Securities not
later than the effective date of the Registration Statement covering such
Securities and provide the Trustee under the Indenture with printed
certificates for such Securities which are in a form eligible for deposit with
the Depository Trust Company and take all other action necessary to ensure that
all such Securities are eligible for deposit with the Depository Trust Company;


 


(xviii)  cooperate and assist in any filings required
to be made with the FINRA and in the performance of any due diligence
investigation by any underwriter (including any “qualified independent
underwriter”) that is required to be retained in accordance with the rules and
regulations of the FINRA;


 


(xix)  otherwise use its best efforts to comply with
all applicable rules and regulations of the Commission, and make generally
available to its security holders, as soon as practicable, a consolidated
earnings statement meeting the requirements of Rule 158 under the
Securities Act (which need not be audited) for the twelve-month period (A) commencing
at the end of any fiscal quarter in which Transfer Restricted Securities are
sold to underwriters in a firm commitment or best efforts Underwritten Offering
or (B) if not sold to underwriters in such an offering, beginning with the
first month of the Company’s first fiscal quarter commencing after the
effective date of the Registration Statement;


 


(xx)  cause the Indenture to be qualified under the
Trust Indenture Act 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 of Securities 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 Trust Indenture Act; and to execute and use
its commercially reasonable efforts to cause the Trustee to execute, all
documents that may be required to effect such changes 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;


 


(xxi)  cause all Securities covered by the
Registration Statement to be listed on each securities exchange or automated
quotation system on which similar securities issued by the Company are then
listed if requested by the Holders of a majority in aggregate principal amount
of Initial Securities or the managing underwriter(s), if any; and


 


(xxii)  provide promptly to each Holder upon request
each document filed with the Commission pursuant to the requirements of Section 13
and Section 15 of the Exchange Act.


 


Each Holder agrees
by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof,
such Holder will forthwith discontinue disposition of Transfer Restricted
Securities pursuant to the applicable Registration Statement until such Holder’s
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”)
by the Company that the use of the Prospectus may be resumed, and has received
copies of any additional or supplemental filings that are 


 


14

















 


incorporated by reference in the Prospectus.  If so directed by the Company, each Holder
will 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 such notice.  In the event the
Company shall give any such 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 the number of days during the period from and
including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof
to and including the date when each selling Holder covered by such Registration
Statement shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received
the Advice; provided, however,
that no such extension shall be taken into account in determining whether
Additional Interest is due pursuant to Section 5 hereof or the amount of
such Additional Interest, it being agreed that the Company’s option to suspend
use of a Registration Statement pursuant to this paragraph shall be treated as
a Registration Default for purposes of Section 5 hereof.


 


SECTION 7.  Registration Expenses.


 


(a)  All
expenses incident to the Company’s, the Parent’s and the Subsidiary Guarantors’
performance of or compliance with this Agreement will be borne by the Company,
the Parent and the Subsidiary Guarantors, jointly and severally, regardless of
whether a Registration Statement becomes effective, including, without
limitation: (i) all registration and filing fees and expenses (including
filings made by any Initial Purchaser or Holder with the FINRA (and, if
applicable, the fees and expenses of any “qualified independent underwriter”
and its counsel that may be required by the rules and regulations of the
FINRA)); (ii) all fees and expenses of compliance with federal securities
and state securities or blue sky laws; (iii) all expenses of printing
(including printing certificates for the Exchange Securities 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, the Parent and the Subsidiary Guarantors and, subject to Section 7(b) hereof,
the Holders of Transfer Restricted Securities; (v) all application and
filing fees in connection with listing the Exchange Securities on a securities
exchange or automated quotation system pursuant to the requirements thereof;
and (vi) all fees and disbursements of independent certified public
accountants of the Company, the Parent and the Subsidiary Guarantors (including
the expenses of any special audit and comfort letters required by or incident
to such performance).


 


Each of the
Company, the Parent and the Subsidiary Guarantors will, in any event, bear its
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, the Parent or the Subsidiary Guarantors.


 


(b)  In
connection with any Registration Statement required by this Agreement
(including, without limitation, the Exchange Offer Registration Statement and
the Shelf Registration Statement), the Company, the Parent and the Subsidiary
Guarantors, jointly and severally, will reimburse the Initial Purchasers and
the Holders of Transfer Restricted Securities being tendered in the Exchange
Offer and/or resold pursuant to the “Plan of Distribution” contained in the
Exchange Offer Registration Statement or registered pursuant to the Shelf 


 


15

















 


Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be such counsel as may be
chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.


 


SECTION 8.  Indemnification.


 


(a)  The
Company, the Parent and, upon execution of the Joinder Agreement, the
Subsidiary Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder and (ii) each Person, if any, who controls
(within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being
hereinafter referred to as a “controlling person”) and (iii) the
respective officers, directors, partners, employees, representatives and agents
of any Holder or any controlling person (any Person referred to in clause (i), (ii) or
(iii) may hereinafter be referred to as an “Indemnified Holder”), to the
fullest extent lawful, from and against any and all losses, claims, damages,
liabilities, judgments, actions and expenses (including, without limitation,
and as incurred, reimbursement of all reasonable costs of investigating,
preparing, pursuing, settling, compromising, paying or defending any claim or
action, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, including the reasonable fees and expenses of counsel
to any Indemnified Holder), joint or several, directly or indirectly caused by,
related to, based upon, arising out of or in connection with any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus (or any amendment or supplement thereto),
or any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
expenses are caused by an untrue statement or omission or alleged untrue
statement or omission that is made in reliance upon and in conformity with
information relating to any of the Holders furnished in writing to the Company
by any of the Holders expressly for use therein.  This indemnity agreement shall be in addition
to any liability which the Company, the Parent or any of the Subsidiary
Guarantors may otherwise have.


 


In case any action
or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders
with respect to which indemnity may be sought against the Company, the Parent
or the Subsidiary Guarantors, such Indemnified Holder (or the Indemnified
Holder controlled by such controlling person) shall promptly notify the
Company, the Parent and the Subsidiary Guarantors in writing; provided, however, that the failure to give such notice
shall not relieve any of the Company, the Parent or the Subsidiary Guarantors of
its obligations pursuant to this Agreement. 
Such Indemnified Holder shall have the right to employ its own counsel
in any such action and the fees and expenses of such counsel shall be paid, as
incurred, by the Company, the Parent and the Subsidiary Guarantors (regardless
of whether it is ultimately determined that an Indemnified Holder is not
entitled to indemnification hereunder). 
Notwithstanding the foregoing, the Company, the Parent and the
Subsidiary Guarantors shall not, in connection with any one such action or
proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) at
any time for such Indemnified Holders, which firm shall be designated by the 


 


16

















 


Holders.  The Company, the Parent
and the Subsidiary Guarantors shall be liable for any settlement of any such
action or proceeding effected with the Company’s, the Parent’s and the
Guarantors’ prior written consent, which consent shall not be withheld
unreasonably, and each of the Company, the Parent and the Subsidiary Guarantors
agrees to indemnify and hold harmless any Indemnified Holder from and against
any loss, claim, damage, liability or expense by reason of any settlement of
any action effected with the written consent of the Company, the Parent and the
Subsidiary Guarantors.  The Company, the
Parent and the Subsidiary Guarantors shall not, without the prior written
consent of each Indemnified Holder, settle or compromise or consent to the
entry of judgment in or otherwise seek to terminate any pending or threatened
action, claim, litigation or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not any Indemnified Holder is
a party thereto), unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Holder from all liability
arising out of such action, claim, litigation or proceeding.


 


(b)  Each
Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Parent and, upon execution of the
Joinder Agreement, the Subsidiary Guarantors and their respective directors,
officers of the Company, the Parent and the Subsidiary Guarantors who sign a
Registration Statement, and any Person controlling (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) the Company, the
Parent or any of the Subsidiary Guarantors, and the respective officers,
directors, partners, employees, representatives and agents of each such Person,
to the same extent as the foregoing indemnity from the Company, the Parent and
the Subsidiary Guarantors to each of the Indemnified Holders, but only with
respect to claims and actions based on information relating to such Holder
furnished in writing by such Holder expressly for use in any Registration
Statement.  In case any action or
proceeding shall be brought against the Company, the Parent or the Subsidiary
Guarantors or their respective directors or officers or any such controlling
person in respect of which indemnity may be sought against a Holder of Transfer
Restricted Securities, such Holder shall have the rights and duties given the
Company, the Parent and the Subsidiary Guarantors, and the Company, the Parent
and the Subsidiary Guarantors, their respective directors and officers and such
controlling person shall have the rights and duties given to each Holder, in
each case, by the preceding paragraph.


 


(c)  If the
indemnification provided for in this Section 8 is unavailable to an
indemnified party under Section 8(a) or (b) hereof (other than
by reason of exceptions provided in those Sections) in respect of any losses,
claims, damages, liabilities, judgments, actions or expenses referred to
therein, then each applicable 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
expenses in such proportion as is appropriate to reflect the relative benefits
received by the Company, the Parent and the Subsidiary Guarantors, on the one
hand, and the Holders, on the other hand, from the Initial Placement (which in
the case of the Company, the Parent and the Subsidiary Guarantors shall be
deemed to be equal to the total gross proceeds to the Company, the Parent and
the Subsidiary Guarantors from the Initial Placement), the amount of Additional
Interest which did not become payable as a result of the filing of the
Registration Statement resulting in such losses, claims, damages, liabilities,
judgments actions or expenses, and such Registration Statement, or if such
allocation is not permitted by applicable law, the relative fault of the
Company, the Parent and the Subsidiary Guarantors, on the one hand, and the
Holders, on the other hand, in connection with 


 


17

















 


the statements or omissions which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations.  The relative fault of
the Company, the Parent and the Subsidiary Guarantors on the one hand and of
the Indemnified Holder on the other 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, the Parent or any of the Subsidiary
Guarantors, on the one hand, or the Indemnified Holders, 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 expenses referred to
above shall be deemed to include, subject to the limitations set forth in the
second paragraph of Section 8(a) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.


 


Each of the
Company, the Parent and the Subsidiary Guarantors and the Holders of Transfer
Restricted Securities agrees that it would not be just and equitable if
contribution pursuant to this Section 8(c) 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 which 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
expenses 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 such action or claim.  Notwithstanding the provisions of this Section 8,
none of the Holders (and its related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total discount received by such Holder with respect to the Initial Securities
exceeds the amount of any damages which such Holder has otherwise been required
to pay by reason of such 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 Securities 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(c) are several in proportion to the
respective principal amount of Initial Securities held by each of the Holders
hereunder and not joint.


 


SECTION 9.  Rule 144A.  Each of the Company, the Parent and the Subsidiary Guarantors
hereby agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding, to make available to any Holder or beneficial
owner of Transfer Restricted Securities in connection with any sale thereof and
any prospective purchaser of such Transfer Restricted Securities from such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A under the Securities Act.


 


SECTION 10.  Participation in
Underwritten Registrations.  No
Holder may participate in any Underwritten Registration hereunder unless such
Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on
the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and
executes 


 


18

















 


all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.


 


SECTION 11.  Selection of
Underwriters.  The Holders of
Transfer Restricted Securities covered by the Shelf Registration Statement who
desire to do so may sell such Transfer Restricted Securities in an Underwritten
Offering.  In any such Underwritten
Offering, the investment banker(s) and managing underwriter(s) that
will administer such offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided, however, that such
investment banker(s) and managing underwriter(s) must be reasonably
satisfactory to the Company.


 


SECTION 12.  Miscellaneous.


 


(a)  Remedies.  Each of the Company, the Parent and
the Subsidiary Guarantors hereby agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any
action for specific performance that a remedy at law would be adequate.


 


(b)  No Inconsistent Agreements.  Each of the Company, the Parent and
the Subsidiary Guarantors 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.  None of the Company,
the Parent or any of the Subsidiary Guarantors has previously entered into any
agreement granting any registration rights with respect to its securities to
any Person.  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, the Parent’s or any of the
Subsidiary Guarantors’ securities under any agreement in effect on the date
hereof.


 


(c)  Adjustments Affecting the Securities. 
The Company will not take any action, or permit any change to
occur, with respect to the Securities that would materially and adversely affect
the ability of the Holders to Consummate any Exchange Offer.


 


(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 the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i),
obtained the written consent of Holders of all outstanding Transfer Restricted
Securities and (ii) in the case of all other provisions hereof, obtained
the written consent of Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities (excluding any 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 securities are being tendered pursuant to the Exchange
Offer and that does not affect directly or indirectly the rights of other
Holders whose 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 being tendered or registered; provided, however, that, with respect to
any matter that directly or indirectly affects the rights of any Initial
Purchaser hereunder, the Company shall obtain the written consent of such
Initial


 


19
















 


Purchaser with respect to which such amendment, qualification,
supplement, waiver, consent or departure is to be effective.


 


(e)  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, facsimile, 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:


 


Geokinetics Inc.


1500 CityWest
Blvd., Suite 800


Houston, Texas
77042


Facsimile:  (713) 850-7330


Attention:  Scott A. McCurdy, Vice President and Chief
Financial Officer


 


With a copy to:


 


Haynes and
Boone, LLP


1
Houston Center


1221
McKinney, Suite 2100


Houston,
Texas 77010


Facsimile:  (713) 547-2081


Attention:  George Young, III


 


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 answered back, if telexed; when receipt acknowledged,
if faxed; 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.


 


(f)  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 or assumption, subsequent Holders of Transfer
Restricted Securities; provided, however,
that this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or
assign acquired Transfer Restricted Securities from such Holder.


 


(g)  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.


 


20

















 


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


 


(i)  Governing Law.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


(j)  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.


 


(k)  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 by the Company 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 pages follow]


 


21

















 


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


 


	
   

  	
  Geokinetics Holdings
  USA, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. McCurdy

  
	
   

  	
   

  	
  Name:

  	
  Scott A. McCurdy

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Geokinetics Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. McCurdy

  
	
   

  	
   

  	
  Name:

  	
  Scott A. McCurdy

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


Registration Rights Agreement


 

















 


The foregoing
Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:


 


RBC Capital Markets Corporation


Banc of America
Securities LLC


 


	
  By: RBC Capital Markets
  Corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ David Capaldi

  	
   

  
	
   

  	
  Name:

  	
  David Capaldi

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  



 


Acting for themselves and on
behalf of the


several Initial Purchasers


 


Registration Rights
Agreement