Exhibit 10.4
AMENDMENT NO. 3 TO
COMMON STOCK
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 3 TO COMMON STOCK REGISTRATION RIGHTS AGREEMENT
(this "Amendment") is entered into as of this 25th day of October, 1999,
among GRANT GEOPHYSICAL, INC., a Delaware corporation ("Grant"), XXXXXXX
ASSOCIATES, L.P., a Delaware limited partnership ("Xxxxxxx"), and WESTGATE
INTERNATIONAL, L.P., a Cayman Islands exempted limited partnership
("Westgate").
WHEREAS, the Company, Xxxxxxx, and Westgate are parties to a Common
Stock Registration Rights Agreement dated September 19, 1997, as amended by
Amendment Nos. 1 and 2 thereto dated October 1, 1997 and December 17, 1997,
respectively (as amended, the "Agreement"), pursuant to which Grant granted
to Xxxxxxx and Westgate certain registration rights with respect to
Registrable Shares (as defined in the Agreement);
WHEREAS, the parties now desire to amend the Agreement in the
respects, but only in the respects, hereinafter set forth; and
WHEREAS, capitalized terms used herein shall have the respective
meanings ascribed thereto in the Agreement unless defined herein or the
context shall otherwise require;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. AMENDMENTS.
1.1 The definition of "Registrable Shares" in Section 1 of the
Agreement is hereby amended and restated in its entirety to read as
follows:
"Registrable Shares" shall mean, at any time, any shares of
Common Stock which are owned beneficially or of record by
Purchaser or Westgate, whether owned on the date hereof or
acquired hereafter by any means; PROVIDED, HOWEVER, that as to
any Registrable Shares, such securities shall cease to be
Registrable Shares for the purposes of this Agreement if and when
(i) such securities have been registered pursuant to the
Securities Act and such securities have been sold pursuant to
such registration; (ii) such securities have been sold in
satisfaction of all applicable resale provisions of Rule 144
under the Securities Act; (iii) as expressed in an opinion of
counsel delivered to and satisfactory to the Company and the
transfer agent, such securities no longer constitute "restricted
securities" within the meaning of Rule 144 under the Securities
Act and the transfer of such securities neither requires
registration under the Securities Act or qualification under any
state securities or "blue sky" laws then in effect; or (iv) such
securities cease to be issued and outstanding for any reason.
2. MISCELLANEOUS
2.1 This Amendment shall be construed in connection with and as
part of the Agreement, and except as modified and expressly amended by this
Amendment, all terms, conditions, and covenants contained in the Agreement
are hereby ratified and shall be and remain in full force and effect.
2.2 Any and all notices, requests, certificates, and other
instruments executed and delivered after the execution and delivery of this
Amendment may refer to the Agreement without making specific reference to
this Amendment, but nevertheless all such references shall include this
Amendment unless the context requires otherwise.
2.3 The descriptive headings of the various sections or parts of
this Amendment are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
2.4 This Amendment and the Agreement is made pursuant to and
shall be construed in accordance with the laws of the State of New York,
without regard to that state's conflicts of laws principles. The parties
hereto submit to the non-exclusive jurisdiction of the courts of the State
of New York in any action or proceeding arising out of, or relating to,
this Amendment or the Agreement.
2.5 This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which, taken together,
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective authorized officers as of the date
aforesaid.
GRANT GEOPHYSICAL, INC.
By: /S/ XXXXXXX X. XXXX
Xxxxxxx X. Xxxx
President and Chief Executive Officer
XXXXXXX ASSOCIATES, L.P.
By: /S/ XXXX XXXXXX
Xxxx Xxxxxx
General Partner
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc.,
its attorney-in-fact
By: /S/ XXXX XXXXXX
Xxxx Xxxxxx
President
