Exhibit 10.4
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time
pursuant hereto, this "Agreement") is made and entered into as of September 8,
2006, by and among Elliott Associates, L.P., a Delaware limited partnership
("EALP"), Elliott International, L.P., a Cayman Islands limited partnership
(together with EALP, "Sellers"), Geokinetics Inc., a Delaware corporation
("GEOK"), and Zions First National Bank, a national bank with a Corporate Trust
office in Houston, Harris County, Texas (the "Bank"). GEOK, Sellers and the Bank
shall sometimes be referred to herein collectively as the "Parties" and
individually as a "Party". The term "Other Parties" shall herein mean GEOK and
Sellers, collectively.
WITNESSETH:
WHEREAS, pursuant to that certain Stock Purchase Agreement dated as of
September 8, 2006 by and among GEOK and Sellers (the "Purchase Agreement"), GEOK
has agreed to purchase 100% of the issued and outstanding capital stock of Grant
Geophysical, Inc. (the "Grant Stock") from Sellers and Sellers have agreed to
sell the Grant Stock to GEOK (the "Transaction"); and
WHEREAS, pursuant to Section 2.2(b) of the Purchase Agreement, GEOK is required
to deposit $5,000,000.00 into an escrow account, subject to the terms and
conditions set forth herein and therein; and
WHEREAS, GEOK and Sellers have requested the Bank to act in the capacity of
escrow agent under this Agreement, and the Bank, subject to the terms and
conditions hereof, has agreed so to do.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained herein, the Parties hereby agree as follows:
1.
DEFINITIONS.
ALL CAPITALIZED TERMS NOT
DEFINED HEREIN AND DEFINED IN THE PURCHASE AGREEMENT SHALL HAVE THE MEANINGS
ATTRIBUTED TO THEM IN THE PURCHASE AGREEMENT.
ALL REFERENCES IN THIS AGREEMENT
TO THE PURCHASE AGREEMENT OR ANY OTHER AGREEMENT ARE FOR THE CONVENIENCE OF THE
OTHER PARTIES, AND ESCROW AGENT (AS DEFINED IN SECTION 2 HEREOF) SHALL HAVE NO
DUTIES OR OBLIGATIONS WITH RESPECT THERETO.
2.
APPOINTMENT OF ESCROW AGENT.
EACH OF
GEOK AND SELLERS HEREBY APPOINTS THE BANK AS THE ESCROW AGENT UNDER THIS
AGREEMENT (THE BANK IN SUCH CAPACITY, "ESCROW AGENT"), AND ESCROW AGENT HEREBY
ACCEPTS SUCH APPOINTMENT.
3.
DEPOSIT.
UPON EXECUTION OF THIS
AGREEMENT, GEOK SHALL DELIVER OR CAUSE TO BE DELIVERED BY WIRE TRANSFER TO
ESCROW AGENT AT ESCROW AGENT'S DESIGNATED ACCOUNT SET FORTH IN SCHEDULE "A", THE
SUM OF $5,000,000.00 IN CASH IN IMMEDIATELY AVAILABLE FUNDS (AS MAY FROM TIME TO
TIME INCREASE OR DECREASE AS A RESULT OF THE INVESTMENT AND REINVESTMENT THEREOF
AND AS MAY BE REDUCED BY CHARGES THERETO AND PAYMENTS AND SETOFFS THEREFROM TO
COMPENSATE OR REIMBURSE ESCROW AGENT FOR AMOUNTS OWING TO IT PURSUANT HERETO,
THE "DEPOSIT") TO BE HELD BY
1
ESCROW AGENT IN ACCORDANCE WITH THE TERMS HEREOF FOR THE PURPOSE OF PROVIDING A
SOURCE OF FUNDS FOR THE INDEMNIFICATION OF GEOK PURSUANT TO ARTICLE VIII OF THE
PURCHASE AGREEMENT.
SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS
HEREOF, ESCROW AGENT AGREES THAT IT SHALL RECEIVE, HOLD IN