Exhibit 10.4


 


FIRST AMENDMENT



TO




STOCK PURCHASE AGREEMENT


 


This First Amendment to Stock Purchase Agreement (“First Amendment”)
is made and entered into as of November 30, 2005, by and among Geokinetics Inc., a Delaware corporation (“Buyer”), SCF-III, L.P., a Delaware limited partnership (“SCF”),
and James White, an individual resident of
Houston, Texas (“White”).  SCF and
White are referred to collectively herein as the “Sellers”.  The Buyer and the Sellers are referred to collectively
herein as the “Parties”.


 


WHEREAS, the Parties have entered into that certain Stock Purchase Agreement
dated as of July 29, 2005 (the “Agreement”), pursuant to which the Buyer has
agreed to purchase from the Sellers all of the outstanding common shares of
Trace Energy Services Ltd., a corporation organized under the laws of Alberta;


 


WHEREAS, the parties now desire to amend the Agreement;


 


NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


 


1.                                       Amendment to Payment
of the Purchase Price.


 


Section 2.2 of the Agreement is hereby
deleted in its entirety and replaced with the following:


 


“Section 2.2                             Payment
of the Purchase Price.


 


The Purchase Price is to be paid by the Buyer
by:


 


(a)                                  the
delivery at Closing to the Escrow Agent (to be held in escrow in accordance
with the terms of Section 8.4(i) below and the Escrow Agreement) of
validly issued share certificates representing an aggregate one million
(1,000,000) shares of Common Stock, $.01 par value per share (“Common Stock”),
of the Buyer (the “Geokinetics Shares”) which shall be registered in such names
and amounts:  (i) as directed by SCF
in respect of the number of Geokinetics Shares equal to the SCF Proportion
multiplied by 1,000,000; and (ii) as directed by White in respect of the
number of Geokinetics Shares equal to the White Proportion multiplied by
1,000,000, in each case rounded down to the nearest share;


 


(b)                                 the
delivery at Closing, by wire transfers of immediately available funds to the
Sellers, of an aggregate amount (the “Closing Cash Payment”) equal to the
Adjusted Purchase Price (converted into US$ at the Exchange Rate) less US$
1,000,000, which shall be paid:  (i) as
directed by SCF in an amount equal to the SCF Proportion multiplied by the Closing


 


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Cash Payment; and (ii) as
directed by White in an amount equal to the White Proportion multiplied by the Closing
Cash Payment, in each case rounded down to the nearest cent;


 


(c)                                  the
delivery at Closing, by wire transfer to the Escrow Agent, of the amount of
CDN$2,000,000 (the “Escrow Amount”), such amount (converted into US$ at the
Exchange Rate) to be held in escrow in accordance with the terms of the Escrow
Agreement; and


 


(d)                                 the
delivery on or before December 12, 2005 to the Sellers, of the following:


 


(i)                                     wire
transfers of immediately available funds to the Sellers in an aggregate amount (the
“Additional Cash Amount”) equal to US$1,000,000 multiplied by a fraction (the “Additional
Cash Fraction”), the numerator of which shall be the lesser of US$5,000,000 and
the aggregate amount of proceeds in excess of US$25,000,000 received by Buyer
from the sale of shares of Common Stock of Buyer in the private placement
described in that certain Private Placement Memorandum dated November 4,
2005, and the denominator of which shall be US$5,000,000; such amount to be
paid:  (x) as directed by SCF in an
amount equal to the SCF Proportion multiplied by the Additional Cash Amount and
(y) as directed by White in an amount equal to the White Proportion multiplied
by the Additional Cash Amount, in each case rounded down to the nearest cent; and


 


(ii)                                  the
delivery of validly issued share certificates representing an aggregate number (the
“Additional Share Amount”) of shares of Buyer’s Common Stock equal to 800,000
multiplied by a fraction equal to 1.00 less the Additional Cash Fraction
(expressed in decimals); which shares shall be registered in such names and
amounts:  (x) as directed by SCF in
respect of the number of shares of Buyer’s Common Stock equal to the SCF
Proportion multiplied by the Additional Share Amount; and (y) as directed by
White in respect of the number of shares of Buyer’s Common Stock equal to the
White Proportion multiplied by the Additional Share Amount, in each case
rounded down to the nearest share; and


 


(iii)                               executed Common Stock purchase warrants in
the form attached hereto as Exhibit A (“Warrants”), evidencing the right to purchase
an aggregate number of shares of Buyer’s Common Stock equal to 10% of the Additional
Share Amount; which warrants shall be registered in such names and amounts: (x)
as directed by SCF in respect of the aggregate number of warrants to be issued multiplied
by the SCF Proportion; and (y) as directed by white in respect of the aggregate
number of warrants to be issued, multiplied by the White Proportion, in each
case rounded down to the nearest share.”


 


2.                                       Miscellaneous.


 


(a)                                  This
First Amendment is irrevocable, and may not be amended, modified or
supplemented except by written instrument executed by the parties hereto.


 


(b)                                 This
First Amendment shall inure to the benefit of the parties hereto, their
respective successors and assigns.


 


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(c)                                  This
First Amendment shall be governed by and construed in accordance with the laws
of the State of Texas.


 


(d)                                 Any
capitalized term not otherwise defined herein shall have the meaning given to
it in the Agreement.


 


(e)                                  Except
as expressly provided in this First Amendment, all of the terms and provisions
contained in the Agreement remain unchanged.


 


IN WITNESS WHEREOF, Buyer and Sellers have executed this First
Amendment as of the date first above written.


 


	
   

  	
  BUYER:

  
	
   

  	
   

  
	
   

  	
  GEOKINETICS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David A. Johnson, President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SELLERS:

  
	
   

  	
   

  
	
   

  	
  SCF-III, L.P., by its general partner,

  
	
   

  	
  SCF-II, L.P., by its general partner,

  
	
   

  	
  L.E. Simmons & Associates Incorporated

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Anthony DeLuca, Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JAMES WHITE

  
					



 


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