EXHIBIT 10.1
SECOND AMENDMENT TO
SEITEL, INC. REVOLVING CREDIT AGREEMENT
This Second Amendment to Seitel, Inc. Revolving Credit Agreement dated as
of May 1, 1997 (this "Second Amendment") is among Seitel, Inc., a Delaware
corporation (the "Borrower"), the lenders set forth on the signature pages
hereto (the "Lenders") and The First National Bank of Chicago, individually and
as agent for the Lenders (in such capacity, the "Agent").
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. Unless amended pursuant hereto or unless the context
otherwise requires, all terms used herein which are defined in the Revolving
Credit Agreement dated as of July 22, 1996, as amended (the "Credit Agreement")
among the Borrower, the Agent and the Lenders shall have the meanings assigned
to them in the Credit Agreement.
2. AMENDMENTS. Upon the satisfaction of the conditions precedent set forth
in Section 4 of this Second Amendment and effective as of the date first set
forth above (the "Effective Date"), the Credit Agreement shall be amended as
follows:
(a) The Commitment of The First National Bank of Chicago is hereby
increased to $30,000,000.
(b) The Commitment of Bank One, Texas, N.A. is hereby increased to
$20,000,000.
(c) Exhibit "B" to the Credit Agreement is hereby amended by deleting
the amount "$25,000,000" on the first page thereof and replacing it with
the amount "$50.000.000".
(d) Schedule 6 to the Credit Agreement is hereby amended to read in
its entirety asset forth in Schedule 6 attached hereto.
3. REPRESENTATIONS AND WARRANTIES. The Borrower hereby confirms, reaffirms
and restates as of the date hereof the representations and warranties set forth
in Article V of the Credit Agreement, PROVIDED that, with respect to the
representations and warranties set forth in Section 5.15, the references to
"July 15, 1996" therein shall be deemed to read "May 1, 1997."
4. CONDITIONS PRECEDENT. This Second Amendment and the amendments to the
Credit Agreement provided for in Section 2 hereof shall become effective as of
the Effective Date when all of the following conditions precedent shall have
been satisfied:
(a) The Agent shall have received counterparts of this Second
Amendment duly executed and delivered by the Borrower and by all of the
Lenders and consented to by all of the Subsidiary Guarantors.
(b) The Agent shall have received from the Borrower new Ratable Notes
payable to the order of each Lender in the amount of such Lender's
Commitment as revised hereby and new Competitive Bid Notes payable to the
order of each Lender substantially in the form of Exhibit "B" as amended
hereby, each duly executed and delivered by the Borrower.
(c) The Agent shall have received from the Borrower a certificate of a
Senior Financial Officer attaching and certifying resolutions adopted by
the Board of Directors of the Borrower on or prior to the Effective Date
authorizing the Borrower to borrow money pursuant to the Credit Agreement
from time to time in an aggregate principal amount at any one time
outstanding not in excess of $50,000,000, and certifying that such
resolutions remain in full force and effect and have not been modified or
rescinded or attaching and certifying, if applicable, any amendments to
such resolutions.
(d) On the Effective Date and after giving effect to the terms of this
Second Amendment, no Default or Unmatured Default shall have occurred and
be continuing.
5. EFFECT ON THE CREDIT AGREEMENT. Except to the extent of the amendments
expressly provided for herein, all of the representations, warranties, terms,
covenants and conditions of the Loan Documents (a) shall remain unaltered, (b)
shall continue to be, and shall remain, in full force and effect in accordance
with their respective terms, and (c) are hereby ratified and confirmed in all
respects. Upon the effectiveness of this Second Amendment, all references in the
Credit Agreement (including references in the Credit Agreement as amended by
this Second Amendment) to "this Agreement" (and all indirect references such as
"hereby", "herein", "hereof" and "hereunder") shall be deemed to be references
to the Credit Agreement as amended by this Second Amendment.
6. ENTIRE AGREEMENT. This Second Amendment, the Credit Agreement as amended
by this Second Amendment and the other Loan Documents embody the entire
agreement and understanding among the parties hereto and supersede any and all
prior agreements and understandings between the parties hereto relating to the
subject matter hereof.
7. APPLICABLE LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE
OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
8. HEADINGS. The headings, captions and recitals used in this Second
Amendment are for convenience only and shall not affect the interpretation of
this Second Amendment.
9. COUNTERPARTS. This Second Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Page 2
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed as of the date first above written.
SEITEL, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Senior Vice President
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THE FIRST NATIONAL BANK OF CHICAGO,
INDIVIDUALLY AND AS AGENT
By: /s/ Xxx Xxxxxxxx
---------------------------------
Title: Corporate Banking Officer
---------------------------------
BANK ONE, TEXAS, N.A.
By: /s/ Xxxxx Xxxxxx
---------------------------------
Title: Vice President
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ACKNOWLEDGMENT AND CONSENT BY SUBSIDIARY GUARANTORS
Each of the undersigned Subsidiary Guarantors (i) acknowledges its
receipt of a copy of and hereby consents to all of the terms and conditions of
the foregoing Second Amendment and (ii) reaffirms its obligations under the
Subsidiary Guaranty dated as of July 22, 1996 in favor of The First National
Bank of Chicago, as agent.
SEITEL DATA CORP.
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
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SEITEL DELAWARE, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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SEITEL MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: President
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SEITEL GEOPHYSICAL, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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DDD ENERGY, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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SEITEL GAS & ENERGY CORP.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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SEITEL POWER CORP.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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SEITEL NATURAL GAS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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MATRIX GEOPHYSICAL, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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EXSOL, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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DATATEL, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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SEITEL OFFSHORE CORP.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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GEO-BANK, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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ALTERNATIVE COMMUNICATIONS
ENTERPRISES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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SEITEL INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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AFRICAN GEOPHYSICAL, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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SEITEL DATA LTD.
BY: SEITEL DELAWARE, INC. ITS GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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Page 6
SCHEDULE 6
INDEBTEDNESS AND LIENS
1. Note Purchase Agreement dated December 28, 1995, between Seitel, Inc. and
the Series A, Series B and Series C Noteholders relating to Senior Notes in
the original principal balance of USD 75,000,000.00. As of May 1, 1997, the
outstanding balance of this debt was USD 75,000,000.00.
2. Master Equipment Lease Agreement dated March 4, 1994, and related schedules
between Seitel, Inc. and NationsBanc Leasing Corporation relating to the
lease by Seitel, Inc. of certain geophysical computer processing equipment
and related furniture fixtures in the original amount of USD 324,350.00. As
of May 1, 1997, the outstanding balance under this lease was approximately
USD 134,000.00.
3. Promissory Note dated July 7, 1995, between DDD Inc. and CoreStates Bank,
N.A. relating to a term the original principal amount of USD 329,701.36
primarily by certain computer equipment and agreements. As of May 1, 1997,
the outstanding of this debt was approximately USD 137,000.00.
4. Promissory Note dated November 29, 1995, between Seitel, Inc. and
CoreStates Bank, N.A. relating to a term the original principal amount of
USD 386,663.62 primarily by a Marathon Coach Bus, and agreements. As of May
1, 1997, the outstanding of this debt was approximately USD 204,000.00.
5. Loan and Security Agreement dated as of April 15, 1997 among DDD Energy,
Inc., Seitel Management, Inc. and NationsBanc Leasing Corporation of North
Carolina and related Secured Term Note A and Secured Term Note B, relating
to term loans in the aggregate principal amount of USD 350,553.16 secured
by certain computer and telephone equipment. As of May 1, 1997 the
outstanding balance of this debt was USD 350,533.16.