-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M5cxcAzGiadJTd3etMBxE16XAvMfzSix+2G1DzI8azxsO3E3YlXQ7yPRghDSz4bg 3ysu8h9LB/NnZQ+BA8TgEQ== 0000909518-06-000919.txt : 20061005 0000909518-06-000919.hdr.sgml : 20061005 20061005145944 ACCESSION NUMBER: 0000909518-06-000919 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061005 DATE AS OF CHANGE: 20061005 GROUP MEMBERS: AVISTA CAPITAL PARTNERS (OFFSHORE), L.P. GROUP MEMBERS: AVISTA CAPITAL PARTNERS GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEOKINETICS INC CENTRAL INDEX KEY: 0000314606 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 941690082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32355 FILM NUMBER: 061130819 BUSINESS ADDRESS: STREET 1: 8401 WESTHEIMER STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77063 BUSINESS PHONE: 7138507600 MAIL ADDRESS: STREET 1: 8401 WESTHEIMER STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Avista Capital Partners, L.P. CENTRAL INDEX KEY: 0001374541 IRS NUMBER: 204464005 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 65 E.55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 593-6958 MAIL ADDRESS: STREET 1: 65 E.55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 mm10-0506_sc13da1.txt AMEND. NO.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 1) Under the Securities Exchange Act of 1934 GEOKINETICS INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 372910-10-9 - -------------------------------------------------------------------------------- (CUSIP Number) AVISTA CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NEW YORK 10022 TELEPHONE: (212) 593-6900 ATTN: BEN SILBERT, ESQ. - -------------------------------------------------------------------------------- Copies to: STEVEN D. RUBIN, ESQ., WEIL, GOTSHAL & MANGES LLP 700 LOUISIANA, SUITE 1600 HOUSTON, TEXAS 77002 (713) 546-5000 ---------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 3, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- 1 - -------------------------------------------------------------------------------- CUSIP No. 372910-10-9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. Avista Capital Partners, L.P. I.R.S. Identification Nos. of above persons (entities only)* N/A - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO (see Item 3) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 ------------------------------------------------------------- 8. Shared Voting Power Number of Shares 22,870,322 (see Item 5) Beneficially Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting Person With 0 ------------------------------------------------------------- 10. Shared Dispositive Power 22,870,322 (see Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 22,870,322 (see Item 5)) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 31.6% (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- *Voluntary, not mandatory - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- CUSIP No. 372910-10-9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Avista Capital Partners (Offshore), L.P. I.R.S. Identification Nos. of above persons (entities only)* N/A - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO (see Item 3) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 ------------------------------------------------------------- 8. Shared Voting Power Number of Shares 1,524,688 (see Item 5) Beneficially Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting Person With 0 ------------------------------------------------------------- 10. Shared Dispositive Power 1,524,688 (see Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,524,688 (see Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 2.8% (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- *Voluntary, not mandatory - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- CUSIP No. 372910-10-9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Avista Capital Partners GP, LLC I.R.S. Identification Nos. of above persons (entities only)* N/A - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) AF (see Item 3) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 ------------------------------------------------------------- 8. Shared Voting Power Number of Shares 24,395,010 (see Item 5) Beneficially Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting Person With 0 ------------------------------------------------------------- 10. Shared Dispositive Power 24,395,010 (see Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 24,395,010 (see Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 33.2% (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- *Voluntary, not mandatory - -------------------------------------------------------------------------------- 4 ITEM 1. SECURITY AND ISSUER This Amendment No. 1 amends the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "Commission") on September 13, 2006 by Avista Capital Partners, L.P., a Delaware limited partnership ("Avista"); Avista Capital Partners (Offshore), L.P., a Delaware limited partnership ("Avista Offshore"); and Avista Capital Partners GP, LLC ("Avista GP"). The title and class of equity security to which this amendment to the Schedule 13D relates is the Common Stock, par value $.01 per share (the "Common Stock"), of Geokinetics Inc., a Delaware corporation ("Geokinetics" or the "Company"). The principal executive offices of Geokinetics are located at One Riverway, Suite 2100 Houston, Texas 77056. The following amendments to the Schedule 13D are hereby made. Unless otherwise define herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Schedule 13D is hereby amended to add the following: On October 3, 2006, Avista, Avista Offshore, Valentis SB, L.P. ("Valentis"), a Delaware limited partnership and Antony Lundy ("Lundy"), entered into that certain Stock Purchase Agreement (the "Stock Purchase Agreement"). Pursuant to the Stock Purchase Agreement, Avista and Avista Offshore purchased 3,988,352 and 265,890 shares of Common Stock, respectively from Valentis and 131,970 and 8,798 shares of Common Stock, respectively from Lundy. Avista and Avista Offshore paid for such shares out of their available capital. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended and replaced with the following: The shares of Common Stock acquired by Avista and Avista Offshore and shares of Preferred Stock to be acquired by Avista and Avista Offshore as described in Item 3 to this Statement are being held by Avista and Avista Offshore for investment purposes. None of the Filing Parties currently has any plan or proposal to acquire or dispose of additional securities of the Company. The Preferred Stock is entitled, pursuant to the Certificate of Designation of Series B Senior Convertible Preferred Stock (the "Certificate of Designation") of the Company, to a number of votes determined based on a formula contained in the Certificate of Designation. Based on the Company's quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2006, there were 53,503,093 shares of Common Stock and the shares of Preferred Stock acquired by Avista and Avista Offshore are entitled to an aggregate of 33.2% of the total voting power of all currently outstanding shares of Company Common Stock entitled to vote. Additionally, pursuant to the Certificate of Designation, as long as 55,000 shares of Preferred Stock are outstanding, the Filing Parties, as the holders of a majority of the Preferred Stock, exclusively and as a separate class, are entitled to elect a director of the Corporation by a vote of the majority of shares of Preferred Stock. If at anytime Avista and Avista Offshore do not hold of record a sufficient number of shares of Preferred Stock to elect a director pursuant to the Certificate of Designation, then pursuant to the Stock Purchase Agreement, the Board of Directors shall nominate and slate for election at each of the Company's annual meetings of stockholders one director designated by Avista if the Avista and Avista Offshore hold a number of shares of Common Stock and/or Preferred Stock (calculated assuming the conversion of any Preferred Stock held by Avista and Avista Offshore into Common Stock) 5 equal to or greater than (i) 10% of the then outstanding Common Stock or (ii) 25% of the Common Stock the Avista and Avista Offshore are entitled to upon conversion of the Preferred Stock to be acquired by them pursuant to the Stock Purchase Agreement. Although the Filing Parties have no present intention to do so, they may have the ability, as a result of their holding shares of Common Stock and Preferred Stock representing 33.2% of the total voting power of all shares of Company Common Stock entitled to vote, to influence or determine the vote with respect to significant matters involving the Company, including the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. In addition, Mr. Webster, an executive of officer and member of the Investment Committee of Avista GP, serves on the board of directors of the Company as its Chairman, and in such capacity may have the ability, on behalf of the Filing Parties, to influence the management policies and control of the Company with the aim of increasing the value of the Company and as a result the Filing Parties' investment. Except as set forth in this Item 4, the Filing Parties have no present plans or proposals that relate to or that would result in any actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act. The Filing Parties reserve the right to change their investment intent. ITEM 5. INTEREST IN SECURITIES OF ISSUER Item 5 of the Schedule 13D is hereby amended and replaced with the following: With the exception of the Common Stock acquired pursuant to the Stock Purchase Agreement, all securities currently held by the Filing Parties are currently in the form of loans under the Subordinated Loan Agreement that are convertible into shares of Preferred Stock. Once issued, each outstanding share of Preferred Stock may be converted at the option of the majority of the holders of Preferred Stock into shares of Common Stock, at any time. Avista will own a majority of the Preferred Stock after it is issued and could therefore elect to convert the Preferred Stock into Common Stock at its discretion. The conversion rate is determined by dividing the sum of $250 (the original issue price of the Preferred Stock), plus any accrued but unpaid dividends by the applicable conversion price. As of the date hereof, the applicable conversion price is $2.50 per share. The conversion price is subject to downward adjustment upon subsequent issuances of shares made by the Company at a price below the current conversion price. At the current conversion price, upon the conversion of the Preferred Stock, Avista would be entitled to 18,750,000 shares of Common Stock and Avista Offshore would be entitled to 1,250,000 shares of Common Stock. Upon conversion Avista would hold an aggregate of 22,870,322 shares of Common Stock and Avista Offshore would hold an aggregate of 1,524,688 shares of Common Stock. The Filing Parties have no current intention to convert their shares of Preferred Stock into shares of Common Stock. (a) (1) Avista may be deemed to beneficially own in the aggregate 22,870,322 shares of Common Stock, comprised of 4,120,332 shares of Common Stock and 187,500 shares of the Preferred Stock which are convertible into 18,750,000 shares of Common Stock of the Company, representing approximately 31.6% of the outstanding shares of the Common Stock. Of such shares, Avista has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 22,870,322 shares of Common Stock and 187,500 6 shares of the Preferred Stock as a result of the relationships described in paragraph (b)(1) and (2) below. (2) Avista Offshore may be deemed to beneficially own in the aggregate 1,524,688 shares of Common Stock, comprised of 274,688 shares of Common Stock and of 12,500 shares of Preferred Stock which are convertible into 1,250,000 shares of Common Stock of the Company, representing approximately 2.8% of the outstanding shares of the Common Stock. Of such shares, Avista Offshore has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 274,688 shares of Common Stock and 12,500 shares of the Preferred Stock as a result of the relationships described in paragraph (b)(1) and (3) below. (3) Avista GP may be deemed to beneficially own in the aggregate 24,395,010 shares of Common Stock, comprised of 4,395,010 shares of Common Stock and 200,000 shares of Preferred Stock which are convertible into 20,000,000 shares of Common Stock of the Company, representing approximately 33.2% of the outstanding shares of Common Stock. Of such shares, Avista GP has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 4,395,010 shares of Common Stock and 200,000 shares of the Preferred Stock as a result of the relationships described in paragraphs (b)(1), (2) and (3) below. (b) (1) Of the 200,000 shares of Preferred Stock and 4,395,010 shares of Common Stock for which Avista GP has shared voting and dispositive power, none of such shares are held of record by Avista GP, 4,120,332 shares of Common Stock and 187,500 of such shares of Preferred Stock are held of record by Avista and 274,688 shares of Common Stock and 12,500 of such shares of Preferred Stock are held of record by Avista Offshore. Avista GP is the sole general partner of Avista and Avista Offshore and, therefore, may be deemed to be the beneficial owner of the shares of Preferred Stock owned of record by Avista and Avista Offshore. (2) Of the 4,120,332 shares of Common Stock and 187,500 shares of Preferred Stock for which Avista has shared voting and dispositive power, all of such shares are held of record by Avista. (3) Of the 274,688 shares of Common Stock and 12,500 shares of Preferred Stock for which Avista Offshore has shared voting and dispositive power, all of such shares are held of record by Avista Offshore. Each of the Filing Parties expressly disclaims beneficial ownership with respect to any shares of Common Stock covered by this Statement (or shares of Preferred Stock) not owned by it of record. (c) See Item 4. (d) The right to receive dividends on, and proceeds from the sale of, the shares of Common Stock and Preferred Stock held of record by the applicable Filing Parties and beneficially owned by their respective sole general partner or members, as the case may be, described in paragraphs (a) and (b) above is governed by their respective limited partnership agreements and limited liability regulations, as applicable, of each of such entities, and such dividends or proceeds may be distributed with respect to numerous general and limited partnership or membership interests. 7 (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 of the Schedule 13D is hereby amended to add the following: 5. Stock Purchase Agreement by and among Avista Capital Partners, L.P., Avista Capital Partners (Offshore), L.P. , Valentis SB, L.P., a Delaware limited partnership and Antony Lundy, dated as of October 3, 2006. 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 4, 2006 AVISTA CAPITAL PARTNERS, L.P. By: AVISTA CAPITAL PARTNERS GP, LLC, its general partner By: --------------------------------- Ben Silbert General Counsel 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 4, 2006 AVISTA CAPITAL PARTNERS (OFFSHORE), L.P. By: AVISTA CAPITAL PARTNERS GP, LLC, its general partner By: --------------------------------- Ben Silbert General Counsel 10 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 4, 2006 AVISTA CAPITAL PARTNERS GP, LLC By: --------------------------------- Ben Silbert General Counsel 11 EXHIBIT INDEX 5. Stock Purchase Agreement by and among Avista Capital Partners, L.P., Avista Capital Partners (Offshore), L.P., Valentis SB, L.P., a Delaware limited partnership and Antony Lundy, dated as of October 3, 2006. 12 Exhibit 5 - --------- STOCK PURCHASE AGREEMENT EX-10 2 mm10-0506_sc13da1e5.txt EX.5 STOCK PURCHASE AGREEMENT ------------------------ This STOCK PURCHASE AGREEMENT, dated as of October 3, 2006 (this "AGREEMENT"), is by and among Valentis SB, L.P., a Delaware limited partnership ("WEXFORD"), Antony Lundy, ("LUNDY" and together with Wexford, the "SELLERS" and each individually a "SELLER"), Avista Capital Partners, L.P., a Delaware limited partnership ("AVISTA"), and Avista Capital Partners (Offshore), L.P. ("AVISTA OFFSHORE" and together with Avista the "BUYERS" and each individually a "BUYER" and together with Sellers the "PARTIES"). RECITALS -------- A. Lundy desires to sell 140,768 shares of Common Stock, par value $0.01 and Wexford desires to sell 4,254,242 shares of Common Stock, par value $0.01 (collectively, the "SHARES"), of Geokinetics Inc., a Delaware corporation (the "COMPANY") to Buyers. B. Buyers desire to purchase the Shares from Sellers. C. The Parties desire to enter into this Agreement. AGREEMENT --------- NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows: SECTION 1. Sale of the Shares. 1.1. Sale. Subject to the terms and conditions set forth in this Agreement, Sellers hereby sell, assign, transfer and convey to Buyers and Buyers acquire and purchase from Sellers, all right, title and interest of Sellers, in and to the Shares, in such proportions as set forth on Schedule 1.1, in exchange for an aggregate amount $7,471,517 ($1.70 per share) paid to Sellers via wire transfer in such proportions as set forth on Schedule 1.1, on the date hereof pursuant to Sellers' wire instructions previously submitted to Buyers. 1.2. Delivery of Certificates. Concurrently herewith, Sellers are delivering to Buyers the stock certificates representing the Shares, together with duly endorsed stock powers (and if requested, with signature guarantees) in the form attached hereto as Exhibit A. SECTION 2. Representations and Warranties of Sellers. Each Seller individually hereby represents and warrants: 2.1. Organization and Valid Existence. To the extent Seller is not a natural person, Seller is duly formed and validly existing under the laws of the state of its formation with full right, power and authority to execute, deliver and perform this Agreement. 1 2.2. Authorization. The execution, delivery, and performance of this Agreement is within Seller's powers and (to the extent Seller is not a natural person) has been duly authorized by all requisite action. This Agreement has been duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by Buyers and the other Seller) this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. 2.3. No Conflict. Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, shall: (a) to the extent Seller is not a natural person, conflict with or violate any provision of Seller's organizational documents; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under any terms, conditions or provisions of, or otherwise interfere with, any contract or any other instrument or obligation to which Seller is bound; (c) conflict with, violate or result in a breach of, or constitute a default under, any law, statute, rule, judgment, order, decree, injunction, ruling or regulation of any governmental entity to which Seller is subject; or (d) require Seller to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make any filing with, any third party, including without limitation, any governmental entity. 2.4. Seller's Title to the Shares. Seller is the sole and exclusive record and beneficial owner of those Shares attributed to Seller on Schedule 1.1 free and clear of any and all liens or other encumbrances of any type. 2.5. Non-Reliance. Buyers may be, and Seller is proceeding on the assumption that Buyers are, in possession of material, non-public information concerning the Company and its direct and indirect subsidiaries (the "INFORMATION") which is not or may not be known to Seller and that Buyers have not disclosed to Sellers; (ii) Seller is voluntarily assuming all risks associated with the sale of the Shares to Buyers and expressly warrants and represents that (x) Buyers have not made, and Seller disclaims the existence of or its reliance on, any representation by either Buyer concerning the Company or the Shares (other than those expressly set forth herein) and (y) it is not relying on any disclosure or non-disclosure made or not made, or the completeness thereof, in connection with or arising out of the sale of the Shares, and therefore has no claims against Buyers with respect thereto; (iii) if any such claim may exist, Seller, recognizing its disclaimer of reliance and Buyers' reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against Buyers or any of their respective officers, directors, shareholders, partners, representatives, agents or affiliates; and (iv) Buyers shall have no liability, and Seller waives and releases any claim that it might have against Buyers or their respective officers, directors, shareholders, partners, representatives, agents and affiliates whether under applicable securities law or otherwise, based on Buyers' knowledge, possession or nondisclosure to Seller of the Information. 2 SECTION 3. Representations and Warranties of Buyers. Each Buyer hereby represents and warrants: 3.1. Organization and Valid Existence. Buyer is a Delaware limited partnership duly formed and validly existing under the laws of the state of its formation with full right, power and authority to execute, deliver and perform this Agreement. 3.2. Authority; Due Execution; Validity of Agreement. The execution, delivery and performance by Buyer of this Agreement have been authorized by all necessary corporate action on behalf of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the due authorization, execution and delivery by Sellers) this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. 3.3. No Conflict. Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, shall: (a) conflict with or violate any provision of Buyer's organizational documents; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under any terms, conditions or provisions of, or otherwise interfere with, any contract or any other instrument or obligation to which Buyer is bound; (c) conflict with, violate or result in a breach of, or constitute a default under, any law, statute, rule, judgment, order, decree, injunction, ruling or regulation of any governmental entity to which Buyer is subject; or (d) require Buyer to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make any filing with, any third party, including without limitation, any governmental entity. 3.4. Investment Intent. Buyer is acquiring its proportion of the Shares for investment and not with a view toward any distribution thereof. Buyer will not sell or otherwise transfer its Shares except in compliance with all applicable federal and state securities laws. SECTION 4. Survival. Each of the representations, warranties, covenants and agreements of the Parties in this Agreement shall survive the consummation of the transactions contemplated hereby. SECTION 5. Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), shall be governed by and construed in accordance with the internal laws of the State of New York. Any action against any Party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York, and the Parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of New York over any such action. The parties hereby irrevocably waive, to the fullest 3 extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. SECTION 6. Entire Agreement. This Agreement constitutes the full and entire agreement among the Parties with regard to the subject hereof, and supersedes all prior negotiations, representations, promises or warranties (oral or otherwise) made by any Party with respect to the subject matter hereof. No Party has entered into this Agreement in reliance upon any other Party's prior representation, promise or warranty (oral or otherwise) except for those that may be expressly set forth in this Agreement. SECTION 7. Amendments. No amendment, modification or waiver in respect of this Agreement shall be effective unless it shall be in writing and signed by each of the Parties. SECTION 8. Third Party Beneficiaries. Nothing in this Agreement, express or implied, shall give to any person other than the parties hereto any benefit or any legal or equitable right, remedy or claim under this Agreement. SECTION 9. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement, it being understood that all of the Parties need not sign the same counterpart. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts, provided that receipt of copies of such counterparts is confirmed. [SIGNATURE PAGE FOLLOWS] 4 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first above written. Valentis SB, L.P. By: Valentis SB GP, LLC, its general partner By: /s/ --------------------------------- Name: Arthur Amron Title: Vice President /s/ ------------------------------------ Antony Lundy AVISTA CAPITAL PARTNERS, L.P. By: AVISTA CAPITAL PARTNERS GP, LLC, its general partner By: /s/ --------------------------------- Ben Silbert General Counsel AVISTA CAPITAL PARTNERS (OFFSHORE), L.P. By: AVISTA CAPITAL PARTNERS GP, LLC, its general partner By: /s/ --------------------------------- Ben Silbert General Counsel 5 SCHEDULE 1.1 - -------------------------------------------------------------------------------- WEXFORD'S SALES --------------- - -------------------------------------------------------------------------------- BUYERS NUMBER OF SHARES PURCHASE PRICE - ------------------------------------------ ----------------- ------------------- - ------------------------------------------ ----------------- ------------------- Avista Capital Partners, L.P. 3,988,352 $ 6,780,198.40 - ------------------------------------------ ----------------- ------------------- - ------------------------------------------ ----------------- ------------------- Avista Capital Partners (Offshore), L.P. 265,890 $ 452,013.00 - ------------------------------------------ ----------------- ------------------- - ------------------------------------------ ----------------- ------------------- TOTAL 4,254,242 $ 7,232,211.40 - ------------------------------------------ ----------------- ------------------- - -------------------------------------------------------------------------------- LUNDY'S SALES ------------- - -------------------------------------------------------------------------------- BUYERS NUMBER OF SHARES PURCHASE PRICE - ------------------------------------------ ----------------- ------------------- Avista Capital Partners, L.P. 131,970 $ 224,349.00 - ------------------------------------------ ----------------- ------------------- - ------------------------------------------ ----------------- ------------------- Avista Capital Partners (Offshore), L.P. 8,798 $ 14,956.60 - ------------------------------------------ ----------------- ------------------- - ------------------------------------------ ----------------- ------------------- TOTAL 140,768 $ 239,305.60 - -------------------------------------------------------------------------------- Schedule 1.1 to Stock Purchase Agreement EXHIBIT A --------- STOCK POWER ----------- STOCK TRANSFER POWER -------------------- FOR VALUE RECEIVED, _____________does hereby sell, assign and transfer unto ____________________, a Delaware limited partnership, _______ shares of Common Stock, par value $0.01, of Geokinetics Inc. (the "Corporation"), a Delaware corporation, registered in the name of _______________ and represented by Certificate No. [___] attached hereto, and does hereby irrevocably constitute and appoint _______________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Date: _____________________ [Seller] By:_________________________________ Name:_______________________________ Title:______________________________ Exhibit A to Stock Purchase Agreement -----END PRIVACY-ENHANCED MESSAGE-----