EXHIBIT 10.1
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FIRST AMENDMENT TO
SEITEL, INC. REVOLVING CREDIT AGREEMENT
This First Amendment to Seitel, Inc. Revolving Credit Agreement dated as of
August 30, 1996 (this "First 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 (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 First Amendment and effective as of July 22, 1996 (the
"Effective Date"), the Credit Agreement shall be amended as follows:
(a) The definition of "Debt to Cash Flow from Operations Ratio" set
forth in Article I of the Credit Agreement is hereby amended to read in its
entirety as follows:
"'Debt to Cash Flow from Operations Ratio' means, as measured on the
last day of any fiscal quarter of the Borrower and its Restricted
Subsidiaries on a consolidated basis, the ratio of (i) Debt outstanding on
the last day of such quarter to (ii) the sum of (a) Consolidated Net Income
for the most recently ended four fiscal quarters (including such quarter),
plus (b) to the extent deducted in determining Consolidated Net Income, the
amount of all depreciation, depletion and amortization allowances of the
Borrower and the Restricted Subsidiaries for such four quarters, plus (c)
to the extent deducted in determining Consolidated Net Income, deferred
taxes of the Borrower and Restricted Subsidiaries for such four quarters."
(b) The definitions of "Level 1 Period," "Level 2 Period" and "Level 3
Period" are hereby amended to read in their entirety as follows:
"'Level 1 Period' means any period during which the Debt to Cash Flow
from Operations Ratio measured as of the end of the most recent fiscal
quarter was less than 1.0 to 1.0."
"'Level 2 Period' means any period which does not qualify as a Level 1
Period during which the Debt to Cash Flow from Operations Ratio measured as
of the end of the most recent fiscal quarter was less than 2.0 to 1.0."
"'Level 3 Period' means any period which does not qualify as a Level 1
Period or a Level 2 Period during which the Debt to Cash Flow from
Operations Ratio measured as of the end of the most recent fiscal quarter
was less than 2.5 to 1.0."
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.
4. Conditions Precedent. This First Amendment and the amendments to the
Credit Agreement provided for in Section 2 hereof shall be effective as of the
Effective Date when all of the following conditions precedent shall have been
satisfied:
(a) The Agenda shall have received counterparts of this First
Amendment duly executed and delivered by the Borrower and by the Required
Lenders.
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(b) On the Effective Date and after giving effect to the terms of this
First 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
and waiver 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 First Amendment,
all references in the Credit Agreement (including references in the Credit
Agreement as amended and otherwise modified by this First 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
and otherwise modified by this First Amendment.
6. Entire Agreement. This First Amendment, the Credit Agreement as amended
and otherwise modified by this First 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 FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
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IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE
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OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
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8. Headings. The headings, captions and recitals used in this first
Amendment are for convenience only and shall not affect the interpretation of
this First Amendment.
9. Counterparts. This First 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 instruments.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed as of the date first above written.
SEITEL, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Senior Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Agent
By: /s/ Xxxxx Xxxx
Title: Attorney in Fact
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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 First 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
Title: Vice President
SEITEL DELAWARE, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
SEITEL MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: President
SEITEL GEOPHYSICAL, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
DDD ENERGY, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
SEITEL GAS & ENERGY CORP.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
SEITEL POWER CORP.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
SEITEL NATURAL GAS, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
MATRIX GEOPHYSICAL, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
EXSOL, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
DATATEL, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
SEITEL OFFSHORE CORP.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
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GEO-BANK, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
ALTERNATIVE COMMUNICATIONS
ENTERPRISES, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
SEITEL INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
AFRICAN GEOPHYSICAL, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
SEITEL DATA LTD.
By: SEITEL DELAWARE, INC.,
its general partner
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
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