EXHIBIT 4.3
PROMISSORY NOTE
$ Principal Amount Dated as of: July 21, 1992
Houston, Texas
FOR VALUE RECEIVED, ____________________________________ (the "Borrower"),
promises to pay to the order of Seitel, Inc., a Delaware corporation
(hereinafter the "Company") the principal amount of
AND 00/100
DOLLARS ($ ) together with interest thereon as hereinafter provided. This
promissory note is made and issued as partial consideration for the purchase by
the Borrower of certain shares of common stock of the Company (the "Shares").
1. Calculation of Interest. Interest on the unpaid principal amount shall
accrue from the date hereof until the principal amount hereof and accrued
interest hereon shall be paid in full, at a rate of four percent (4%) per annum.
Interest shall be computed on the basis of a 360 day year of twelve 30-day
months.
2. Payment of Principal. The principal amount hereof shall be due and
payable in nine (9) equal annual installments of
AND /100 DOLLARS ($ ) commencing on the
first day of August, 1993 and ending on August 1, 2001. The balance of the
unpaid principal amount hereof shall be due and payable in full on August 1,
2002.
3. Payment of Interest. Unpaid and accrued interest on the then unpaid
principal balance hereof shall be due and payable annually on each principal
payment date and thereafter until paid in full.
4. Method of Payment. Payment of principal and accrued interest shall be
made in such coin or currency of the United States of America as, at the time of
payment, shall be legal tender for the payment of public and private debts.
5. Prepayment Fees. Prepayment of this Note in whole or in part may be made
at any time without any fees, penalty, premium or discount.
6. Place and Manner of Payment. All payments of principal and interest
shall be made by the Borrower to the Company at the offices of the Company at 00
Xxxxx Xxxxxx Xxxx Xxxx, Xxxxxxx, Xxxxx 00000.
7. Attorneys' Fees. The Borrower agrees to pay the reasonable fees of any
attorney-at-law who may be employed by the Company to recover the amount hereof,
or any part hereof, in principal or interest, or to protect the interest of the
holder hereof, or to compromise or to take any other action with regard hereto.
8. Waiver. The Borrower hereby waives presentment, demand, protest and
notice of protest, and all other demands and notices in connection with the
payment and enforcement of this Note.
9. Events of Default. Any one or more of the following shall constitute an
"Event of Default" hereunder:
(A) Failure by the Borrower to pay any amount that has become due and
payable pursuant to any provision of this Note and such amount has remained
unpaid for a period of thirty (30) days from the date of receipt of written
demand by the Company;
(B) The Borrower shall have applied for or consented to the appointment of
a custodian, receiver, trustee, liquidator, or other court appointed fiduciary
of all or a substantial part of its properties; or a custodian, receiver,
trustee, liquidator or other court appointed fiduciary shall have been appointed
with or without the consent of the Borrower, or the Borrower is generally not
paying its debts as they become due by means of available assets and the fair
use of credit, or has made a general assignment for the benefit of creditors; or
the Borrower has committed an act of bankruptcy, or has filed a voluntary
petition in bankruptcy, or a petition or an answer seeking reorganization or an
arrangement with creditors or seeking to take advantage of any insolvency law,
or an answer admitting the material allegations or a petition in any bankruptcy,
reorganization or insolvency proceeding to has taken action for the purpose of
effecting any of the foregoing; or if, within 45 days after the commencement of
any proceeding against the Borrower seeking any reorganization, rehabilitation,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under the Federal Bankruptcy Code or any present or future applicable
Federal, state or other statute or law, such proceeding shall not have been
dismissed; or if, within 45 days after the entry of an Order of Relief under the
Federal Bankruptcy Code or similar order under future similar legislation, the
appointment of any trustee, receiver, custodian, liquidator, or other court
appointed fiduciary of the Borrower of all or any substantial part of its
properties, such order or appointment shall not have been vacated or stayed on
appeal or otherwise or if, within 45 days after the expiration of any such stay,
such order or appointment shall not have been vacated;
(C) Transfer for value by the Borrower of all or some of the shares of
common stock of the Company for which this promissory note was made by the
Borrower as partial consideration for the payment for said shares, without a
proportionate prepayment of the principal amount of this Note; and
(D) Termination of Xxxxxxxx's employment with the Company for any reason
whatsoever, whether voluntary or involuntary, and whether with or without cause.
10. Remedies on Default. Whenever any Event of Default shall have occurred
and be continuing, the Company may:
(A) By notice to the Borrower, declare all amounts payable hereunder to be
immediately due and payable, whereupon the same shall become immediately due and
payable, both as to principal and interest, without presentment, demand,
protest, or other notice of any kind, all of which are expressly waived hereby,
anything in this Note to the contrary notwithstanding; and
(B) Take any action at law or in equity to collect the payments then due
and thereafter to become due hereunder or to enforce performance and observance
of any obligation, agreement or covenant of the Borrower under this Note.
11. Remedies Cumulative.
(A) The occurrence of any Event of Default and the exercise of any remedy
by the Company shall not terminate any obligation of the Borrower incurred
hereunder.
(B) No remedy herein conferred upon or reserved to the Company is intended
to be exclusive of any other available remedy or remedies, and such remedy or
remedies are in addition to each and every remedy now or hereafter existing at
law or in equity or by statute. Delay or omission in the exercise of any right,
remedy or power accruing upon any default or failure by the Company to insist
upon the strict performance of any of the covenants and agreements set forth in
this Note shall not impair any such right, remedy or power or be considered or
taken as a waiver or relinquishment of the right to insist upon and to enforce
in the future, by injunction or other appropriate legal or equitable remedy,
strict compliance by the Borrower with all of the covenantal and conditions
hereof, or of the rights to exercise any such rights or remedies, if such
default by the Borrower be continued or repeated.
12. Security Interest. This promissory note is secured by a security
interest in the Shares, which have been pledged and delivered to the Company
pursuant to a certain Pledge Letter of even date herewith to perfect this
security interest.
13. Successors and Assigns. The provisions hereof shall inure to the
benefit of, and be binding upon, the successors and assigns of the parties
hereto; provided, however, the Borrower may not assign or transfer their rights
and obligations hereunder.
14. Governing Law. This Agreement and the rights and remedies of the
parties hereto shall in all respects be interpreted, construed, governed and
enforced in accordance with the laws and the public policies of the State of
Texas, without giving effect to conflict of laws principles.
IN WITNESS WHEREOF, the undersigned has duly executed this Note on the day
and year first above written.
______________________________
Borrower
