THIS AGREEMENT
(C)
THE CORPORATION IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION, PROCEEDING OR LITIGATION
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO THE CORPORATION AT ITS ADDRESS SET FORTH ON ITS SIGNATURE
PAGE HERETO, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING.
(D)
NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE CORPORATION IN ANY OTHER JURISDICTION.
IF SERVICE
OF PROCESS IS MADE ON A DESIGNATED AGENT IT SHOULD BE MADE BY EITHER
(I) PERSONAL DELIVERY OR (II) MAILING A COPY OF SUMMONS AND COMPLAINT TO THE
AGENT VIA REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED.
(E)
THE CORPORATION AND EACH HOLDER HEREBY WAIVES ANY AND ALL RIGHTS
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH,
THIS AGREEMENT.
19.
ENTIRETY.
THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT OF THE
PARTIES HERETO AND THERETO, AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, ORAL OR WRITTEN, IF ANY, RELATING TO TRANSACTIONS CONTEMPLATED
HEREIN OR THEREIN.
20.
INCORPORATION.
ALL EXHIBITS ATTACHED HERETO ARE INCORPORATED AS
PART OF THIS AGREEMENT AS IF FULLY SET FORTH HEREIN.
21.
NON-RECOURSE.
EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, NO
PAST, PRESENT OR FUTURE DIRECTOR, OFFICER, EMPLOYEE, INCORPORATOR, MEMBER,
PARTNER, STOCKHOLDER, AFFILIATE, AGENT) ATTORNEY OR REPRESENTATIVE OF THE
CORPORATION OR THE HOLDERS SHALL IN SUCH CAPACITY HAVE ANY LIABILITY FOR ANY
OBLIGATIONS OR LIABILITIES OF THE CORPORATION OR ANY HOLDER, RESPECTIVELY, UNDER
THIS AGREEMENT OR FOR ANY CLAIM (UNDER TORT OR CONTRACT LAW) BASED ON, IN
RESPECTIVE OF, OR BY REASON OF, THE TRANSACTIONS CONTEMPLATED HEREBY.
22.
FURTHER ASSURANCES.
EACH OF THE PARTIES HERETO SHALL, UPON
REASONABLE REQUEST OF ANY OTHER PARTY HERETO, DO, MAKE AND EXECUTE ALL SUCH
DOCUMENTS, ACTS, MATTERS AND THINGS AS MAY BE REASONABLY REQUIRED IN ORDER TO
GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED HEREBY.
9
IN WITNESS WHEREOF, EACH OF THE PARTIES HERETO HAS CAUSED A COUNTERPART OF THIS
AGREEMENT TO BE DULY EXECUTED AND DELIVERED AS OF THE DATE FIRST ABOVE WRITTEN.
GEOKINETICS INC.
By:
/s/ Scott McCurdy
Name: Scott McCurdy
Title: Vice President & CFO
1500 Citywest Blvd #800
Houston, Texas 77042-2380
Telephone: (713) 850-7600
Signature page to the Amendment and Exchange Agreement
AVISTA CAPITAL PARTNERS, LP.
By: AVISTA CAPITAL PARTNERS GP, LLC, its general partners
By:
/s/ Ben Silbert
Name: Ben Silbert
Title: General Counsel
AVISTA CAPITAL PARTNERS (OFFSHORE), L.P.
By: AVISTA CAPITAL PARTNERS GP, LLC, its general partners
By:
/s/ Ben Silbert
Name: Ben Silbert
Title: General Counsel
Address for each of the Avista Holders:
65 E. 55th St., 18th Floor
New York, NY 10022
Attn: General Counsel
Telephone: (212) 593-6900
Signature page to the Amendment and Exchange Agreement
LEVANT AMERICA S.A.
By:
/s/ Kenneth H. Harman, Jr.
Name: