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[ ] METROPOLITAN LIFE 10.6.1
AND AFFILIATED COMPANIES
MASTER EQUIPMENT LEASE AGREEMENT
METLIFE CAPITAL CORPORATION
THIS AGREEMENT is entered into the 20th day of May, 1994 between METLIFE
CAPITAL, LIMITED PARTNERSHIP ("Lessor") whose address is 10900 N. E. 8th
Street, mailing address C-97550, Xxxxxxxx, Xxxxxxxxxx 00000 and Seitel
Geophysical, Inc. d/v/a Eagle Geophysical ("Lessee") whose address is 50 Briar
Hollow Lane West, 7th Floor, Houston, Texas 77027, Lessor and Lessee from time
to time may enter into written agreements in the form of "Request to Purchase
Addenda" for the purchase by Lessor of equipment and leasing of such equipment
to Lessee. To facilitate such transactions, Lessor and Lessee are entering
into this Master Equipment Lease Agreement (the "Master Lease"), the terms and
provisions of which shall be incorporated by reference in each such Request to
Purchase, and they MUTUALLY AGREE AS FOLLOWS:
1. REQUEST TO PURCHASE
If Lessor agrees to acquire and lease equipment when requested by Lessee, the
parties shall sign a Request to Purchase Addendum ("Request to Purchase")
setting forth the particulars regarding the transaction, including, without
limitation, the list of items of equipment (individually, an "Item" and,
collectively, the "Equipment"), the prices of each Item (including disclosure
of all rebates, discounts and other incentives received or receivable with
respect thereto), "Related Costs," including taxes, transportation,
installation and other applicable costs, the aggregate of the foregoing ("Total
Cost"), length of the Basic Term, rental rates and other applicable provisions.
"Cost of an Item" shall mean the price of the Item plus its applicable portion
of Related Costs. In the absence of a signed Request to Purchase, this Master
Lease shall not constitute a lease or a commitment by either party to enter
into a lease.
2. PURCHASE; ACCEPTANCE
(a) REQUEST; SPECIFICATIONS. Signing a Request to Purchase shall
constitute the request from Lessee to Lessor to purchase the Equipment, and the
Request to Purchase and this Master Lease shall constitute the lease and
agreement (the "Lease") regarding the Equipment. Lessee will assign to Lessor
purchase orders or agreements issued or entered into by Lessee for the
Equipment, or Lessor shall issue Lessor's purchase orders to the suppliers of
the Equipment, as Lessor at the time shall deem appropriate, all in form and
substance satisfactory to Lessor. At the time of signing the Request to
Purchase, Lessee shall furnish Lessor detailed specifications
("Specifications") for the purchase of the Items, including descriptions,
prices, delivery terms and instructions, installation provisions and all other
applicable specifications. Lessee assumes full responsibility with respect to
the selection of Items supplied for lease and the specification thereof; the
Lessor shall have no liability or responsibility with respect thereto
regardless of whether the specifications prove inadequate for the intended
purpose or use.
(b) INSPECTION; ACCEPTANCE. It is Lessee's responsibility to
receive and promptly inspect and test each Item tendered for delivery by a
supplier and the installation thereof. Lessee shall give Lessor written notice
of acceptance of an Item as soon as it can be determined that the Item and its
installation are in compliance with Specifications. As between Lessee and
Lessor, the giving of such written notice shall constitute Lessee's irrevocable
acceptance of the Item or Items designated in the notice, whether or not such
items or their installation or Lessor's title to the same are defective in any
respect, and notwithstanding any failure of an Item or its installation to
conform to Specifications, without prejudice however to rights which Lessor and
Lessee, or either of them, may have against any other person, whether with
respect to design, manufacture, condition or otherwise.
(c) PURCHASE CUT-OFF DATE. If, by the "Purchase Cut-Off Date" set
forth in a Request to Purchase, Lessee shall not have given Lessor written
notice of acceptance of an Item, Lessor shall have no obligation to purchase
the Item or to lease it to Lessee. In such event, Lessee shall immediately pay
all accrued interim Rental and reimburse Lessor for all sums Lessor may have
paid for or with respect to the Item and for all Lessor's costs and expenses
with respect thereto, and Lessee shall indemnify and defend Lessor against and
hold Lessor harmless from any and all cost, expense, loss, liability and damage
that Lessor may suffer or that may be asserted against Lessor by reason of
Lessor's failure or refusal to purchase such Item. Any such item shall be
deemed to be deleted from the Request to Purchase and no longer included in the
Equipment.
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(d) CONDITIONS. Lessee shall deliver to Lessor such further
instruments, documents and certifications as Lessor reasonably may request,
including without limitation evidences of authority (e.g., corporate
certificates, corporate resolutions, partnership documents and authorizations),
evidence of insurance, purchase orders and acceptances thereof, purchase and
sale agreements and financial information, and instruments and documents to
implement, perfect or continue the perfection of Lessor's rights and remedies
as owner and Lessor of the Equipment, including Uniform Commercial Code forms.
Notwithstanding the execution, delivery or filing of any instruments or
documents, it is agreed that this transaction is a lease and is not intended as
security. Lessee's delivery of the foregoing and of the Specifications are
conditions precedent to any obligation of Lessor to purchase or to make any
commitments to purchase or pay for the Equipment or any item.
(e) SUPPLEMENTAL LEASE SCHEDULE. If at any time prior to the
Closing Date Lessee requests Lessor to add further Items to the Equipment, and
if Lessor so agrees, Lessee shall execute a Supplemental Request to Purchase in
a form supplied by Lessor, which shall become part of the Request to Purchase,
subject to all of its provisions and the provisions of this Master Lease, and
the equipment specified therein shall be Items of Equipment under the Lease.
If at any time after the Closing Date Lessee requests Lessor to add further
Items to the Equipment, and if Lessor so agrees, Lessee shall execute an
additional Request to Purchase Addendum, amending the Lease to include such
Items as part of the equipment and setting forth the particulars with respect
thereto. The Basic Term with respect to all Equipment, including Items covered
by a Supplemental Lease Schedule, shall terminate in accordance with the
provisions of the original Request to Purchase.
(f) CLOSING. Following the date ("Closing Date") which is the
earlier of (i) the date Lessee gives Lessor written notice of acceptance of the
last Item or (ii) the Purchase Cut-Off Date (or on such other day as is
mutually agreed), Lessor shall send Lessee a Closing Schedule, setting forth
any adjustments to descriptions and Costs of Items and Total Cost and
confirming the Closing Date and amount of Periodic Rental installments and
payment schedules. Such Closing Schedule and the facts and determinations set
forth therein shall be conclusive unless, within sixty (60) days after the
Closing Schedule is sent by Lessor to Lessee, Lessee shall give Lessor written
notice specifying any claimed error therein. Notwithstanding any such notice,
Lessee shall pay all rentals as they become due. If Lessee establishes an
error that affects the amount of rentals, Lessor shall give Lessee a credit for
any overpayment of rentals, and Lessee promptly shall pay Lessor any
underpayments.
3. LESSEE'S WARRANTIES
(a) Lessee represents and warrants to Lessor that it is a
corporation or partnership duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization and that it is
qualified to do business in every jurisdiction where the failure to qualify
would have a materially adverse effect on Lessor's rights hereunder; it has
taken all corporate or partnership action which may be required to authorize
the execution, delivery and performance of this Lease, and such execution,
delivery and performance will not conflict with or violate any provision of its
Charter or Articles or Certificate of Incorporation, By-laws or any provisions
thereof, or in the case of a partnership, its Certificate of Partnership or
Limited Partnership and its Partnership Agreement, or result in a default or
acceleration of any obligation under any agreement, order, decree or judgment
to which it is a party or by which it is bound, nor is it now in default under
any of the same; there is no litigation or proceeding pending or threatened
against it which may have a materially adverse effect on Lessee or which would
prevent or hinder the performance by it of its obligation hereunder; this lease
and the attendant documents constitute valid obligations of the Lessee, binding
and enforceable against it in accordance with their respective terms; no action
by or with any commission or administrative agency is required in connection
herewith; it has the power to own its assets and to transact business in which
it is engaged; it will give to Lessor prompt notice of any change in its name,
identity or structure.
(b) Lessee's written acceptance of an Item and its installation
shall constitute a REPRESENTATION AND WARRANTY BY Lessee to Lessor that: (i)
the Item is personal property in good order and condition and, unless Lessor
otherwise agrees in writing, has not been used prior to the time of such
written notice of acceptance, the Equipment does not constitute "imported
property covered by an Executive order" as defined in Section 168(g)(6) of the
Internal Revenue Code of 1986 ("Code"), and that the recovery period set forth
in the Request to Purchase is the period applicable under the Code to the
Equipment; and (ii) at all times Lessee shall keep the Equipment in Lessee's
possession at the address specified in the Request to Purchase unless Lessor
shall otherwise consent in
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writing. Lessee shall not cause, suffer or permit any Item to be attached or
affixed to real property or improvements thereon (collectively, "Realty")
unless Lessor first shall consent thereto in writing and Lessee shall have
obtained from all persons having any interest in the Realty written consents
which approve such attachment, waive any claims to or encumbrances upon
attached Items and consent to the detachment and removal of such Items at any
time by Lessor or Lessee. Notwithstanding attachment of any Items to Realty,
all the Equipment at all times shall be and remain personal property. Upon
termination of Lessee's right to possession of the Equipment, whether by
expiration of the Term or otherwise, Lessee at its sole cost and expense shall
detach and remove the Equipment from the Realty and save Lessor harmless from
and indemnify and defend Lessor against any claim, demand, loss, liability, and
damage arising from such detachment, removal or both.
4. TERM OF LEASE
The term of the Lease ("Term") shall consist of an "Interim Term" and a "Basic
Term." The Interim Term shall begin on the date that Lessee first gives Lessor
written notice of acceptance of an Item or written approval for partial
payment, whichever is earlier, and shall continue until the time the Basic Term
begins. The Basic Term shall begin on the Closing Date and shall continue for
the length of the Basic Term set forth in the Request to Purchase.
5. INTERIM RENTAL
During the Interim Term, Lessee shall pay rent monthly ("Interim Rental"), on a
calendar month basis, in an amount determined by Lessor by applying the
"Interim Rental Rate" set forth in the Request to Purchase to portions of the
Total Cost then or theretofore expended by Lessor, for the number of days such
sums are outstanding during such calendar month. The "prime rate" referred to
in this Lease shall mean the rate per annum announced by Chase Manhattan Bank,
New York City, from time to time as its prime rate, whether or not such rate is
applied by said bank to any then outstanding loans, changing with each
announced change of such prime rate. Lessee shall pay Lessor each installment
of Interim Rental on the fifteenth day after the end of such calendar month.
6. PERIODIC RENTAL
Lessee shall pay rent ("Periodic Rental") for the Basic Term in an amount
calculated by multiplying the Total Cost by the Periodic Rental Rate set forth
in the Request to Purchase multiplied by the number of months constituting the
length of the Basic Term. Lessee shall pay installments of Periodic Rental to
Lessor in accordance with the payment schedule set forth in the Request to
Purchase.
7. LATE PAYMENT
If any installment of rent or other sum owing under the Lease shall not be paid
when due and shall remain unpaid for ten (10) days, Lessee shall pay Lessor a
late charge equal to five percent (5%) of the amount delinquent, but in no
event at a rate greater than limited by any applicable law. Such late charge
is in addition to and not in lieu of other rights and remedies Lessor may have.
8. INSURANCE
Lessee shall procure and continuously maintain and pay for (a) all risk
physical damage insurance covering loss or damage to the Equipment for not less
than the full replacement value thereof naming Lessor as Loss Payee and (b)
bodily injury and property damage combined single limit liability insurance
naming Lessor as Additional Insured, all in such amounts and against such risks
and hazards as are set forth in the Request to Purchase, with insurance
companies and pursuant to contract or policies and with deductibles thereon
satisfactory to Lessor. All contracts and policies shall include provisions
for the protection of Lessor notwithstanding any act or neglect of or breach or
default by Lessee, shall provide that they may not be modified, terminated or
cancelled unless Lessor is given at least ten (10) days' advance written notice
thereof, and shall provide that the coverage is "primary coverage" for the
protection of Lessee or Lessor notwithstanding any other coverage carried by
Lessee or Lessor protecting against similar risks. Lessee shall promptly
notify any appropriate insurer and Lessor of each and every occurrence which
may become the basis of a claim or cause of action against the insureds and
provide Lessor with all data pertinent to such occurrence. Lessee shall
furnish Lessor with certificates of such insurance or copies of policies upon
request,
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and shall furnish Lessor with renewal certificates not less than ten (10) days
prior to the renewal date. Proceeds of all insurance shall be payable first to
Lessor to the extent of its liability or interest as the case may be.
9. TAXES
Lessee shall pay or reimburse Lessor for the payment of all taxes, fees,
assessments and other governmental charges of whatsoever kind or character and
by whomsoever payable on or relating to any Item of Equipment or the sale,
purchase, ownership, use, value, value added, possession, shipment,
transportation, delivery or operation thereof or the exercise of any option,
election or performance of any obligation by Lessee hereunder, which may accrue
or be levied, assessed or imposed during the Term and any Renewal Term or which
remain unpaid as of the date of surrender of such Item to Lessor, and all taxes
of any kind imposed by any federal, state, local or foreign taxing authority
against Lessor on or measured by any amount payable by Lessee hereunder,
including, without limitation, all license and registration fees and all sales,
use, value, ad valorem, personal property, excise, gross receipts, stamp or
other taxes, imposts, duties and charges together with any penalties, fines or
interest thereon, except taxes of Lessor on net income imposed by the United
States or any state. Lessee shall reimburse Lessor for any payments made by
Lessor which are the obligation of Lessee under the Lease, but Lessee shall not
be obligated to pay any amount under this Section so long as it shall in good
faith and by appropriate proceedings contest the validity or the amount
thereof, unless such contest would adversely affect the title of Lessor to any
Item of Equipment or would subject any Item to forfeiture or sale. Lessee
shall indemnify Lessor on an after-tax basis against any loss, claim, demand
and expense, including legal expense, resulting from such nonpayment or
contest, and further agrees to indemnify Lessor against any and all taxes,
assessments and other charges imposed upon Lessor under the laws of any
federal, state, local or foreign government or taxing authority, as a result of
any payment made by Lessee pursuant to this Section. Whenever this lease
terminates as to any Item, Lessee will, on request, advance to Lessor the
amount estimated by Lessor to equal personal property taxes on the Item which
are not yet payable but for which Lessee will afterward become liable
hereunder; Lessor will account to Lessee for such advances. On request of
either Lessor or Lessee, the other will submit written evidence of all payments
required of it under this section.
10. MAINTENANCE, ETC.
(a) Lessee at its expense at all times shall: (i) keep the
Equipment in good and efficient working order, condition and repair, ordinary
wear and tear excepted, and make all inspections and repairs, including
replacement of worn parts, to effect the foregoing and to comply with
requirements of laws, regulations, rules and provisions and conditions of
insurance policies; and (ii) pay all costs, expenses, fees and charges incurred
in connection with the use or operation of the Equipment and of each Item,
including but not limited to repairs, maintenance, storage and servicing.
Lessee shall not make any alterations, substitutions, improvements or additions
to the Equipment or Items, except those required in order to comply with laws,
regulations, rules and insurance policies, unless Lessor first shall have
consented thereto in writing. Notwithstanding any consent by Lessor, Lessee
shall pay all costs and expenses of the foregoing. All replacements, repairs,
improvements, alterations, substitutions and additions shall constitute
accessions to the Equipment and title thereto shall vest in Lessor.
(b) Lessor hereby transfers and assigns to Lessee, for so long
during the Term and any Renewal Term as Lessee is not in default, Lessor's
right, title and interest in, under and to any assignable factory and dealer
warranty, whether express or implied, with respect to the Equipment. All
claims and actions upon any warranty shall be made and prosecuted by Lessee at
its sole cost and expense. Lessor shall have no obligation to make or
prosecute any claim upon or under a warranty. So long as Lessee shall not be
in default, Lessor shall cooperate with Lessee with respect to a claim on a
non-assignable warranty, at Lessee's expense. Lessee shall have proceeds of a
warranty claim or recovery paid to Lessor. Lessor shall make such proceeds
available for any repair, restoration or replacement to correct such warranted
condition. Excess proceeds shall be used to reduce Lessee's Lease obligations.
11. USE
So long as Lessee shall not be in default, Lessee shall be entitled to the
possession, use and quiet enjoyment of the Equipment during the Term and any
Renewal Term in accordance with the terms of the Lease. Unless a purchase
option is exercised, Lessee shall deliver and surrender the Equipment to Lessor
at the end of the Term or Renewal
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Term in accordance with paragraph 20, hereof. Lessee warrants that the
Equipment will at all times be used and operated solely in the conduct of
Lessee's business for the purpose for which it was designed and intended and
under and in compliance with applicable laws and all lawful acts, rules,
regulations and orders of any governmental bodies or officers having power to
regulate or supervise the use of such property, except that Lessee may in good
faith and by appropriate proceedings contest the application of any such rule,
regulation or order in any reasonable manner that will not adversely affect the
title of Lessor to any Equipment or subject the same to forfeiture or sale.
Lessee will not permit its rights or interests hereunder to be subject to any
lien, charge or encumbrance and will keep the Equipment free and clear of any
and all liens, charges, encumbrances and adverse claims (except those arising
from acts of Lessor).
12. NET LEASE; LOSS AND DAMAGE
(a) This is a net lease. Lessee assumes all risk of and shall
indemnify Lessor against all damage to and loss of the Equipment from any cause
whatsoever, whether or not such loss or damage is or could have been covered by
insurance. Except as otherwise specifically provided herein, the Lease shall
not terminate and there shall be no abatement, reduction, suspension or
deferment of Interim or Periodic Rental for any reason, including damage to or
loss of the Equipment or any one or more Items. Lessee promptly shall give
Lessor written notice of any material loss or damage, describing completely and
in detail the cause and the extent of loss and damage. At its option, Lessee
shall (i) repair or restore the damaged or lost Items to good condition and
working order; or (ii) replace the damaged or lost Items with similar equipment
in good condition and working order; or (iii) pay Lessor in cash the Stipulated
Loss Value of the damaged or lost Items. Upon Lessee's complying with the
foregoing, Lessor shall pay or cause to be paid over to Lessee the net proceeds
of insurance, if any, with respect to such damage or loss. "Damage" and "loss"
shall include damages and losses of any kind whatsoever including, without
limitation, physical damage and partial or complete destruction, including
intentionally caused damage and destruction, and theft.
(b) If Lessee pays Lessor the Stipulated Loss Value for an Item,
then the Lease shall terminate with respect to that Item, that Item shall no
longer be deemed part of the Equipment and Lessee shall be entitled to retain
the Item. However, it is understood that Lessor makes no representation or
warranty with respect to the Item, and further that Lessor shall have no
obligation to pay any tax with respect thereto. In the event that Lessee pays
Lessor the Stipulated Loss Value for an Item, no further Interim Rental shall
be payable with respect to the Item, and Periodic Rental for the remainder of
the Term shall be reduced by multiplying the Cost of that Item by the Periodic
Rental Rate by the number of months then remaining in the Basic Term.
13. STIPULATED LOSS VALUE
The Stipulated Loss Value of an Item shall be a sum computed by Lessor, which
shall not exceed the amount determined by multiplying the Cost of the Item by
the Stipulated Loss Factor as set forth in the Request to Purchase for the
Lease Year during which the loss of the Item occurs. Stipulated Loss Value is
based on the recovery period specified in the Request to Purchase.
14. OWNERSHIP AND MARKING
Lessee has not and by execution and performance hereof will not have or obtain
any title to the Equipment or any other interest therein except as Lessee
hereunder and subject to all the terms hereof. Title to the Equipment shall at
all times remain in Lessor and Lessee at its expense shall protect and defend
the title of Lessor and keep it free of all claims and liens other than the
rights of Lessee hereunder and claims and liens created by or arising through
Lessor. Lessee will treat this transaction as a lease for tax purposes and
will not claim any credit or deduction inconsistent with Lessor's ownership of
the Equipment. On or before the delivery thereof, Lessee will cause each Item
of Equipment (to the extent practicable and, to the extent not practicable,
then each major component) to be plainly, permanently and conspicuously marked
by stenciling or by a metal tag or plate or decal affixed thereto with the
following legend:
PROPERTY OF AND LEASED FROM METLIFE CAPITAL, LIMITED PARTNERSHIP
00000 X.X. 0XX, XXXXX 000 X-00000, XXXXXXXX, XXXXXXXXXX 00000
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Lessee shall replace any such marking which may be removed or destroyed or
become illegible and keep the Equipment free from any markings or labelings
which might be interpreted as a claim of ownership thereof by Lessee or any
other person except Lessor or its assigns.
15. LESSEE'S INDEMNITIES
(a) GENERAL INDEMNITIES. Lessee will defend, indemnify and hold
harmless Lessor from and against any claim, cause of action, damage, liability,
cost or expense (including but not limited to legal fees and costs) which may
be asserted against or incurred in any manner by or for the account of Lessor
or Lessee (i) relating to the Equipment or any part thereof, including without
limitation the manufacture, construction, purchase, delivery, acceptance or
rejection, installation, ownership, sale, leasing, removal or return of the
Equipment, or as a result of the use, maintenance, repair, replacement,
operation or the condition thereof (whether defects are latent or
discoverable); (ii) by reason or as a result of any act or omission of Lessee
for itself; (iii) as a result of claims for patent, trademark or copyright
infringement; or (iv) as a result of product liability claims or claims for
strict liability.
(b) FEDERAL TAX INDEMNITIES. If Lessor shall lose the right to
claim, suffer a disallowance of or be required to recapture all or any portion
of (i) the accelerated cost recovery deductions pursuant to Code Section 168
with respect to the Total Cost for property with recovery period(s) referred to
in the Request to Purchase, then, unless such result is due to Lessor's act or
omission (other than its exercise of remedies after default) or to a loss for
which Lessee pays the Stipulated Loss Value of the affected Equipment, Lessee
shall pay to Lessor on demand a sum equal to the amount of deductions or
credits lost by Lessor as a result of such event, plus the amount of any
interest, penalties and additions to tax payable by Lessor as a result of such
event. The amount of lost deductions and credits to be paid by Lessee pursuant
to this Section shall be computed by Lessor so as to cause Lessor's after-tax
rate of return on investment and after-tax cash flows in respect of the Lease
to equal that which would have been realized by Lessor if such event had not
occurred, but without regard to whether Lessor has or would have had taxable
income sufficient to use the lost deductions or credits.
(c) Lessee shall indemnify Lessor against any and all taxes,
assessments and other charges imposed upon Lessor under the laws of any
federal, state, local or foreign government or taxing authority, as a result of
any payment made by Lessee pursuant to this Section 15.
16. PURCHASE AND RENEWAL OPTIONS
(a) PURCHASE OPTION. Lessee may purchase all, but not less than
all of the Equipment on the last day of the Term or any Renewal Term (the
"Option Date"), for cash, at the Equipment's then Fair Market Value, provided
Lessee is not then in breach or default and that Lessee gives Lessor written
notice of election to purchase at least sixty (60) days prior to the Option
Date. Upon payment of the purchase price and all Rentals and other sums owing
or to become owing to and including the Option Date, Lessor shall transfer to
Lessee all of Lessor's right, title and interest in the Equipment, in its then
condition, without any representation or warranty other than the warranty that
the Equipment is not subject to any liens resulting from acts of Lessor. For
purposes of this Lease, the term "Fair Market Value" shall be an amount agreed
upon by Lessor and Lessee or if such parties are unable to agree prior to the
Option Date, such value shall be determined by an appraiser chosen by mutual
agreement. Lessee shall pay the fees and expenses of the appraiser.
(b) RENEWAL OPTION. At the end of the Term or of a Renewal Term
(the "Option Date"), provided there shall be no breach or default by Lessee or
event which with the giving of notice or passage of time, or both, might mature
into an event of default, Lessee may renew the lease for such additional period
of time (the "Renewal Term") as may be agreed upon by Lessor and Lessee, by
giving Lessor written notice of election to renew at least sixty (60) days
before the Option Date. If Lessor and Lessee do not otherwise agree on the
length of the Renewal Term, it shall be for a period of twelve (12) calendar
months. The rental for the Renewal Term shall be the Equipment's fair market
rental value as of the first day of the Renewal Term. If by the Option Date
the parties do not agree as to the rental, the fair market rental value shall
be determined by an independent appraiser selected by mutual agreement. Lessee
shall pay rental installments based on Lessor's estimate of fair market rental
value until the issue is resolved, at which time appropriate additional
payments or credits shall be made or given. Lessee shall pay the fees and
expenses of the appraiser. All provisions of the Lease shall continue in full
force and effect during a Renewal Term except for the amount of the rental.
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17. LESSOR MAY PERFORM
If Lessee at any time shall fail to pay to any person any sum which Lessee is
required by the Lease to pay or shall fail to do or perform any other thing
Lessee is required by the Lease to do or perform, Lessor at its option may pay
such sum or do or perform such thing, and Lessee shall reimburse Lessor on
demand for the amount of such payment and for the cost and expense which may be
incurred by Lessor for such acts or performance, together with interest thereon
at the Default Rate from the date of demand until paid.
18. DEFAULT
(a) EVENTS OF DEFAULT. Each of the following shall constitute an
event of default: (i) failure to perform and comply with the provisions and
conditions of Section 8 hereof or to pay any sum, including installments of
rental, on the date when due; (ii) failure to perform and comply with any other
provision or condition of the Lease within thirty (30) days after Lessor shall
have given Lessee written notice of default with respect thereto, or failure to
make good, within thirty (30) days after written notice by Lessor to Lessee,
any representation or warranty, whether made in the Lease or in any
certificate, agreement, instrument or statement, including income and financial
statements, which shall prove to have been incorrect in any material respect
when made; (iii) any event of default occurs with respect to any obligations of
Lessee to Lessor on or with respect to any transactions, debts, undertakings or
agreements other than the Lease; (iv) the failure of Lessee generally to pay
debts as they become due in the ordinary course of business or the filing of
any application for the appointment of a receiver for a major part of Lessee's
assets or the filing of any petition or application by or against Lessee under
any present or future laws for the relief of debtors or for the subjection of
the property of a debtor to the control of any court, tribunal or agency for
the benefit of creditors, including proceedings under the Bankruptcy Code, if
the proceeding commenced by such filing shall not be dismissed within sixty
(60) days from the date of filing; (v) the execution by Lessee of a general
assignment for the benefit of creditors; (vi) the merger, consolidation,
reorganization, conversion to a Subchapter "S" status or dissolution of a
corporate or partnership Lessee, which has a materially adverse effect upon
Lessor's position under the Lease.
(b) EFFECT ON REQUEST TO PURCHASE. Upon the occurrence of an
Event of Default, Lessor shall have no further obligation to Lessee to purchase
Equipment or Items or to lease any thereof to Lessee.
(c) REMEDIES. (i) Upon the occurrence of an event of default as
provided above, Lessor may at its option (1) proceed by appropriate court
action or actions, either at law or in equity, to enforce performance by the
Lessee of the applicable covenants of this Lease or to recover damages for the
breach thereof; or (2) by notice in writing to the Lessee terminate Lessee's
right of possession of the Equipment, whereupon all rights of the Lessee to use
the Equipment shall absolutely cease and terminate, but Lessee shall remain
liable as herein provided. Upon such a termination, Lessee at its expense
shall redeliver the Equipment to Lessor. If Lessee shall fail to do so, Lessor
may retake possession of the Equipment by entering upon any premises at any
reasonable time and thereafter Lessor may hold, possess, sell, upgrade, lease
to others or enjoy the same, free from any right of Lessee, or its successors
or assigns. If Lessor is required to retake possession, Lessee upon demand
shall reimburse Lessor for all costs and expenses relating thereto.
Notwithstanding such redelivery or retaking Lessor shall have a right to
recover from Lessee any and all amounts which under the terms of the Lease may
be then due or which may have accrued to the date of such termination, and also
to recover forthwith from the Lessee its damages for loss of a bargain and not
as a penalty, an amount equal to the higher of Fair Market Value or the
Stipulated Loss Value of the Equipment as of the rent payment date on or next
preceding the date of default, less: (1) the amount Lessor in fact receives
from the sale of the Equipment, after deduction of all estimated expenses of
such sale (Equipment which Lessor is unable to recover shall at Lessor's option
be deemed worthless.) or, (2) at Lessor's election, the present value of the
non-cancellable regularly scheduled rentals receivable from a subsequent lease
of all or part of the Equipment entered into by Lessor (discounted at the
Default Rate), and taking into account only the rentals receivable from the
commencement date of such subsequent lease until the end of the Lease Term
specified in the Request to Purchase for such Equipment. In addition, Lessee
shall be liable to Lessor for all costs and expenses incurred by Lessor by
reason of Lessee's breach or default. In addition to the foregoing, the Lessee
shall be liable for interest on any of the above referenced amounts from and
after the due date at the Default Rate, or the legal limit, whichever is
smaller. (ii) "Lessor's costs and expenses incurred by reason of Lessee's
breach or default" shall include, without limitation, costs and expenses of
receiving or retaking possession of the Equipment, storing, holding,
transporting, insuring,
7
8
caring for, servicing, maintaining and renting the Equipment or Items and
collecting rents and professional fees and expenses with respect to or incurred
by reason of the breach or default, including legal fees and expenses for
advice and legal services in any actions or proceedings which Lessor may
commence or in which Lessor may appear or participate to exercise or enforce
any rights or remedies or to protect or preserve any rights or interests, and
in all reviews of and appeals from any such actions or proceedings. (iii) The
"Default Rate" of interest shall be a rate per annum computed monthly which
shall be five (5) percentage points above the prime rate, but not greater than
the maximum rate, if any, limited by applicable law.
19. RIGHTS CUMULATIVE
Unless otherwise expressly provided herein, all rights and remedies of Lessor
are concurrent and cumulative. The exercise or partial exercise of any remedy
shall not restrict Lessor from further exercise of that remedy or any other
remedy.
20. SURRENDER
At any time that Lessee is required to deliver the Equipment to Lessor, Lessee
shall immediately cease using the Equipment and at Lessee's expense shall
redeliver and surrender the Equipment to Lessor in good order, condition and
repair, ordinary wear and tear excepted, securely crated and safely packed, at
a place to be designated by Lessor in the State where the Equipment by the
terms of the Request to Purchase is required to be kept, and, if Lessor so
specifies, loaded FOB a common or contract carrier designated by Lessor.
21. HOLDOVER
If Lessee shall not immediately redeliver and surrender any Item of Equipment
to Lessor when required by the terms hereof, Lessee shall pay Lessor, at such
time or times as Lessor may demand, a sum equal to a one-month installment of
Periodic Rental for each calendar month or fraction of a month during which
such failure to redeliver and surrender continues.
22. INSPECTION; REPORTS
Lessor, its agents and employees shall have the right to enter upon any
premises where the Equipment or Items are then located to inspect and examine
the same during normal business hours and at any other times if Lessor
reasonably believes any Items or Lessor's rights are in jeopardy of damage or
loss. So long as Lessee's not in default, Lessor shall give Lessee not less
than twenty-four (24) hours notice of such inspection. Lessee shall
immediately give Lessor written notice of any damage to or loss of the
Equipment or any Items from any cause, including without limitation damage or
loss caused by accident, the elements, intentional acts and theft. Such notice
shall set forth an itemization of the affected Items and a detailed account of
the event, including names of any injured persons and a description of any
damaged property arising from any such event or from any use or operation of
the Equipment or any Items. All rights granted to Lessor herein are for the
benefit of Lessor and shall not be construed to impose any obligation on
Lessor, whether or not Lessor makes any inspections or receives any reports.
23. FINANCIAL AND OTHER DATA
During the Term and any Renewal Term, Lessee: (a) shall furnish Lessor annual
balance sheets and profit and loss statements of Lessee and any guarantor of
Lessee's obligations accompanied, at Lessor's request, by the audit report of
an independent certified public accountant acceptable to Lessor; and (b) at
Lessor's request, shall furnish Lessor all other financial information and
reports reasonably requested by Lessor at any time, including quarterly or
other interim balance sheets and profit and loss statements of Lessee and any
such guarantor. Lessee shall furnish such other information as Lessor may
reasonably request at any times concerning Lessee and its affairs.
24. WARRANTY OF INFORMATION
Lessee warrants that all information furnished and to be furnished to Lessor is
accurate and that all financial statements it has furnished and hereafter may
furnish Lessor, including operating statements and statements of condition, are
and will be prepared in accordance with generally accepted accounting
principles, consistently applied,
8
9
and reasonably reflect and will reflect, as of their respective dates, results
of the operations and the financial condition of Lessee and any other entity
they purport to cover.
25. NON-WAIVER
Neither the acceptance by Lessor of any payment or any other performance, nor
any act or failure of Lessor to act or to exercise any rights, remedies or
options in any one or more instances shall constitute a waiver of any such
right, remedy or option or of any other then existing or thereafter accruing
right, remedy or option, or of any breach of default then existing or
thereafter occurring. No purported waiver by Lessor of any right, remedy,
option, breach or default shall be binding unless in writing and signed by an
officer of Lessor. A written waiver by Lessor of any right, remedy, option,
breach or default shall not constitute a waiver or any other then existing or
thereafter accruing right, remedy or option or of any other then existing or
thereafter occurring breach or default.
26. NOTICES; PAYMENTS
(a) A written notice may be given: (i) by delivering the same to a
corporate officer of the party to whom it is directed (the "Addressee"), or to
a general partner if the Addressee is a partnership, or to the owner if the
Addressee is a sole proprietorship; or (ii) by mailing the notice to the
Addressee by first class mail, registered or certified, with postage prepaid,
addressed to the Addressee at the address following its name in the opening
paragraph of the Request to Purchase or to such other address as Addressee may
specify by notice in writing given in accordance with this Section. A notice
so mailed shall be deemed given on the third business day following the date of
mailing. A "business day" shall be any day that is not a Saturday or Sunday or
legal holiday.
(b) The Lessee shall make all payments to Lessor at the place
where the notice is to be mailed to Lessor pursuant to subparagraph (a).
Payments are deemed paid when received by Lessor.
27. ASSIGNMENT
(a) Lessee shall not assign the Lease or any rights in or to the
Equipment or Items. Any attempted assignment shall be of no effect, unless
Lessor first shall have consented thereto in writing. Lessor's consent to an
assignment in any one or more instances shall not impose any obligation upon
Lessor to consent to any other or further assignments. Lessor's consent to an
assignment shall not release Lessee from any obligations with respect to the
Lease unless expressly so stated in the written consent.
(b) All rights of Lessor hereunder may be assigned, pledged,
mortgaged, transferred or otherwise disposed of, either in whole or in part,
without notice to Lessee but subject always to the rights of Lessee under this
Lease. If Lessee is given notice of any such assignment, Lessee shall
acknowledge receipt thereof in writing. In the event that Lessor assigns this
Lease or the rent due or to become due hereunder or any other interest herein,
whether as security for any of its indebtedness or otherwise, no breach of
default by Lessor hereunder or pursuant to any other agreement between Lessor
and Lessee, should there be one, shall excuse performance by Lessee of any
provision hereof, it being understood that in no event of such default or
breach by Lessor that Lessee shall pursue any rights on account thereof solely
against Lessor. No such assignee shall be obligated to perform any duty,
covenant or condition requested to be performed by Lessor under the terms of
this Lease.
28. SURVIVAL
The representations warranties, indemnities and agreements of Lessee, and
Lessee's obligations under any and all provisions of the Lease, shall survive
the expiration or other termination of the Lease, shall be binding upon its
successors and assigns and are expressly made for the benefit of and shall be
enforceable by Lessor and its successors and assigns.
29. MISCELLANEOUS
(a) The term "Lessor" shall mean the Lessor named herein and its
successors and assigns.
(b) Whenever the context so requires, any pronoun gender includes
all other genders, and the singular includes the plural. If more than one
person constitute Lessee, whether as a partnership or otherwise, all such
persons are and shall be jointly and severally liable for all agreements,
undertakings and obligations of Lessee.
9
10
(c) All captions and section, paragraph and other divisions and
subdivisions are for convenience of reference only and shall not affect the
construction, interpretation or meaning of the agreement or Lease or of any of
the provisions thereof.
(d) This Lease shall be governed by and construed according to the
law of the State of Washington.
(e) This Lease shall be binding upon and, except as limited in
Section 27 hereof, shall inure to the benefit of Lessor and Lessee and their
respective successors and assigns.
(f) This lease cannot be cancelled or terminated except as
expressly provided herein.
(g) Wherever Lessor's consent is required hereunder, such consent
will not be unreasonably withheld.
(h) Lessee's obligation to pay or reimburse Lessor for expenses as
provided hereunder shall be limited to reasonable expenses.
30. LESSOR'S DISCLAIMER
Lessee acknowledges and agrees that it has selected both the Equipment of the
type and quantity which is the subject of this Lease and the supplier from whom
Lessor purchased the Equipment. LESSOR MAKES NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, AS TO THE DESIGN, COMPLIANCE WITH SPECIFICATIONS,
CONDITION, QUALITY, WORKMANSHIP, OR THE SUITABILITY, ADEQUACY, OPERATION, USE
OR PERFORMANCE OF THE EQUIPMENT OR AS TO ITS MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE. ANY DELAY IN DELIVERY SHALL NOT AFFECT THE VALIDITY OF
THIS LEASE. The Lessee understands and agrees that neither the supplier nor
any salesman or any agent of the supplier is an agent of Lessor. No salesman
or agent of supplier is authorized to waive or alter any term or condition of
this Lease, and no representation as to the Equipment or any other matter by
the supplier shall in any way affect Lessee's duty to pay the rent and perform
its obligations as set forth in this Lease. Lessor shall not be liable to
Lessee for any incidental, consequential, or indirect damages or for any act,
neglect, omission, breach or default by any third party.
31. NO AFFILIATION WITH SUPPLIERS
Lessee warrants that neither it nor any of its officers, directors (if a
corporation) or partners (if a partnership) has, directly or indirectly, a
substantial financial interest in the manufacturer or supplier of any Equipment
except as previously disclosed in writing to Lessor.
32. ENTIRE AGREEMENT.
This Lease and any Requests to Purchase hereto shall constitute the entire
agreement between the parties and shall not be altered or amended except by an
agreement in writing signed by the parties hereto or their successors or
assigns.
IN WITNESS WHEREOF Lessor and Lessee have signed this agreement as of the day
and year first hereinabove written.
LESSOR: LESSEE:
METLIFE CAPITAL, SEITEL GEOPHYSICAL, INC.
Limited Partnership dba Eagle Geophysical
By METLIFE CAPITAL CORPORATION, By: /s/ [illegible signature]
General Partner
Its: President
By:___________________________________
Its: Vice President
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ADDENDUM NO. ONE
Addendum No. One to that certain Master Equipment Lease Agreement ("Lease")
dated May 20, 1994 by and between MetLife Capital, Limited Partnership
("Lessor") and Seitel Geophysical, Inc. DBA Eagle Geophysical ("Lessee").
Whereas, the parties desire to enter into the Lease provided that this Addendum
No. One is executed contemporaneously therewith;
NOW THEREFORE, it is agreed as follows:
Section 2(c) is amended to include the following at the end of the paragraph:
Notwithstanding anything to contrary herein, Lessee shall not be
responsible for any sums expended or costs and expenses incurred by
Lessor that were not pre-approved in writing by Lessee.
Section 10(b) is amended to include the following at the end of the paragraph:
Notwithstanding the foregoing, Lessor shall only be entitled to the
proceeds of a warranty claim or recovery to the extent such proceeds
reflect cost of repair, restoration or replacement of Equipment, and
Lessee shall retain any proceeds for other costs or damages,
including, without limitations, consequential damages and attorneys'
fees.
Section 15(a) is amended to include the following at the end of the paragraph:
Notwithstanding the above, Lessee shall not be required or obligated
to indemnify Lessor for claims arising solely from the gross
negligence or willful misconduct of Lessor.
Section 15 is amended to include the following additional section:
(d) This Lease assumes that the provisions of the Internal Revenue
Code of 1986 (as enacted October 22, 1986) govern this transaction. In
the event a material adverse change in tax law, including but not
limited to technical corrections, modifications or official
interpretations of the Tax Reform Act of 1986, occurs prior to the
Closing Date, then the rental factor shall be adjusted to preserve the
Lessor's after-tax economics.
Section 18(a)(ii) is amended to include the following:
The word "written" shall be inserted after the phrase fin the Lease or
in any" and before the phrase "certificate, agreement, instrument or
statement".
Section 23(a) is deleted and replaced with the following:
(a) shall furnish Lessor annual balance sheets and profit and loss
statements of Lessee. Additionally, Lessee shall furnish Lessor annual
balance sheets and profit and loss statements of the guarantor of
Lessee's obligations, Seitel, Inc. accompanied at Lessor's request by
the audit report of such guarantor's independent certified public
accountant, Xxxxxx Xxxxxxxx & Company, or other such independent
certified public accountant reasonably acceptable to Lessor.
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IN WITNESS WHEREOF, parties have executed this Addendum No. One this 20th day
of May 1994.
LESSOR: LESSEE:
MetLife Capital, Limited Partnership Seitel Geophysical, Inc.
DBA Eagle Geophysical
By: /s/ [illegible signature] By: /s/ [illegible signature]
Its: Sr. Vice President Its: President
By:
Its:
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Amendment No. One
Amendment No. One to that certain Master Equipment Lease Agreement dated May
20, 1994, ("Agreement") by and between MetLife Capital, Limited Partnership as
Lessor and Seitel Geophysical, Inc. dba Eagle Geophysical as Lessee.
W I T N E S S E T H:
WHEREAS, the parties desire to enter into the Agreement provided that this
Amendment No. One is executed contemporaneously therewith;
NOW THEREFORE, it is agreed as follows:
With respect to this Master Equipment Lease Agreement, the representation and
warranty of Lessee set forth in Paragraph 3(b)(ii) of the Master Equipment
Lease Agreement is hereby amended and restated in its entirety to read as
follows:
3(b)(ii) Lessee will provide Lessor with an accurate list of
all states in which Equipment is located and shall
promptly update this list to reflect any changes or
additions. Provided that Lessor (i) has properly
filed all UCC-1's and/or similar documents that are
required pursuant to the law of the applicable
jurisdiction as set forth on the list provided by
Lessee, and (ii) has filed or will file any and all
required continuation statements and/or similar
documents required by the laws of the applicable
jurisdiction, the security interest granted to Lessor
hereunder will be perfected in accordance with the
requirements of all states in which any item of the
Equipment is located. Lessee hereby notified Lessor
that Equipment is or may be located in the states set
forth on Exhibit "A" which is attached hereto and
incorporated as a part hereof by this reference.
3(b)(iii) Location of Equipment. Lessee will keep the Equipment
located in the states set forth on Exhibit "A" as
such list may be updated from time to time in
accordance with Paragraph 3(b)(ii) above.
3(b)(iv) Condition of Leasing Related to Location of
Equipment. Lessee shall have executed and delivered
to Lessor the Master Equipment Lease Agreement No.
One describing the Equipment, and the location of
such Equipment shall be the states set forth on
Exhibit "A" thereto as such list may be updated from
time to time in accordance with Paragraph 3(b)(ii)
above.
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3(b)(v) Upon the occurrence of an Event of Default under the
Master Equipment Lease Agreement, Lessee shall
immediately upon Lessor's request provide Lessor with
a current listing of the specific location of each
item of Equipment.
IN WITNESS WHEREOF, the parties have executed this Amendment No. One this 20th
day of May, 1994.
LESSOR: LESSEE:
METLIFE CAPITAL, LIMITED SEITEL GEOPHYSICAL, INC.
PARTNERSHIP DBA EAGLE GEOPHYSICAL
By: MetLife Capital Corporation,
General Partner
By: /s/ [illegible signature] By: /s/ [illegible signature]
Its: Sr. Vice President Its: President
By:
----------------------------------
Its:
---------------------------------
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Exhibit "A"
This Exhibit "A" is attached to and made part of that Amendment No. One to that
certain Master Equipment Lease Agreement dated May 20, 1994 by and between
MetLife Capital, Limited Partnership as Lessor and Seitel Geophysical, Inc. dba
Eagle Geophysical as Lessee.
------------------------------------------------------------------------------------------------------------------
Description Location Estimated Cost
------------------------------------------------------------------------------------------------------------------
Copiers $4,200.00
------------------------------------------------------------------------------------------------------------------
$36,500.00
------------------------------------------------------------------------------------------------------------------
1994 Polaris Big Boss 6x6 400L ATV (Qty:3)
------------------------------------------------------------------------------------------------------------------
1993 Polaris Big Boss 6x6 350 ATV (Qty:1)
------------------------------------------------------------------------------------------------------------------
1994 Polaris 4x4 400L ATV (Qty:2)
------------------------------------------------------------------------------------------------------------------
1994 Circle M 16 ft flatbed trailer for use w/ATV's (Qty:3) $3,800.00
------------------------------------------------------------------------------------------------------------------
Freight, parts & accessories
------------------------------------------------------------------------------------------------------------------
Total Quotation dated 2/1/94
------------------------------------------------------------------------------------------------------------------
TM51-35/T-100 galvanized dual axle trailer with 100' heavy duty $13,000.00
aluminum crankup tower (100 ft fixed base antenna mast w/cables)
------------------------------------------------------------------------------------------------------------------
One Opseis Eagle recording system 1300 ch complete $3,878,292.00
------------------------------------------------------------------------------------------------------------------
750 two-group xxxxx phone cables $346,850.00
------------------------------------------------------------------------------------------------------------------
750 two-group land phone cables $276,700.00
------------------------------------------------------------------------------------------------------------------
One Xxxx Products MGA geophone analyzer $11,000.00
------------------------------------------------------------------------------------------------------------------
TOTAL $4,570,342.00
------------------------------------------------------------------------------------------------------------------
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Amendment No. Two
Amendment No. Two to that certain Master Equipment Lease Agreement dated May
20, 1994, ("Agreement") by and between MetLife Capital, Limited Partnership as
Lessor and Seitel Geophysical, Inc. dba Eagle Geophysical as Lessee.
WITNESSETH:
WHEREAS, the parties entered into the Agreement as aforesaid; and
WHEREAS, the parties now desire to amend the Agreement in certain respects;
NOW, THEREFORE, it is agreed as follows:
Exhibit "A" is deleted in its entirety and replaced with the following:
Description Location Cost
--------------------------------------------------------------------------------------------------
One Opseis Eagle Telemetry Seismic Data Hwy 59 South $3,852,119.00
Acquisition System Xxxxxxxxx, XX 00000
One Belarus Engine and One Newage same as above $5,636.23
Generator
Two 1994 Polaris ATV's, Model W948140- same as above $10,000.00
400, 4x4L
Two 1993 Polaris ATV's Model 938739 Big same as above $11,892.50
Boss, 6x6
Two 1994 Polaris ATV's Model W948740 Big same as above $12,292.50
Boss, 6x6
Helmets, Polaris Plugs, Brushguards, Bumpers same as above $1,169.64
Three 1994 Circle M. Utility Trailers same as above $3,584.16
(750) Cable strings, MJC 20DX 10-395 Land same as above $229,500.00
70%
(750) Cable strings, MJC 20DX 10-395 1K same as above $358,500.00
Xxxxx
(750) Geophone Connector Assembly same as above $28,585.00
1
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One MGA with hardware, Geophone Analyzer same as above $11,366.25
Test Equipment
(1500) Cable, SNGL 20DX 10-395 1 K 901 same as above $48,009.60
Single Xxxxx Drop with geophones
(141,486) SVL 2-225CB-310/F Gel Cable same as above $134,203.83
(100) 610' Single Drop Cables same as above
(150) Cables SCL 4-50-250-F 610' w/molded same as above
pigtail at 210'
(100) 610' cables SCL 4-50-250/F Gel Wire same as above
w/molded pigtail at 210' ~A" end
(100) cables SCL4-50-250-F Gelled Wire same as above
610'w/molded pigtails
(150) cables SCL4-50-250-F Gelled Wire same as above
610' w/drop pigtail at 210'
(150) cables SCL 4-50-250 Gelled Wire 61 same as above
w/pigtail drops at 210'
(250) Cable, SNGL MP24L3 1.82K 1 MTR same as above $73,908.05
One IFR/A7550 Spectrum Analyzer 000 Xxxxx Xxxx x0,000.00
Xxxxxxxxx, XX 00000
(1500) RM2F/PCR Pigtail Cables, 20' BC8222 same as above $54,071.19
(742) CA-2001 Interconnect CBL, 610' BC- same as above $157,820.60
1009, w/RM2M/PCR, CFM Eagle Conn.
(40) Wireline Opseis Cable Gel Filled at 10020' same as above $17,929.52
w/LTI Connectors
(40) Terminators Cables Gel-Filled at 9" w/L TI same as above
Connectors
(80) B1167 LTI Female connectors same as above
(80) B1143 LTI Male Connectors same as above
TOTAL $5,018,982.42
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IN WITNESS WHEREOF, the parties have executed this Amendment No. Two this 16th
day of September, 1994.
LESSOR: LESSEE:
METLIFE CAPITAL, LIMITED SEITEL GEOPHYSICAL, INC.
PARTNERSHIP DBA EAGLE GEOPHYSICAL
By: MetLife Capital Corporation,
General Partner
By: /s/ [illegible signature] /s/ [illegible signature]
Its: Senior Vice President Its: President
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REQUEST TO PURCHASE ADDENDUM NO. One
THIS ADDENDUM is entered into the 20th day of May, 1994 between
MetLife Capital, Limited Partnership ("Lessor") whose mailing address is
C-97550, Xxxxxxxx, Xxxxxxxxxx 00000 and Seitel Geophysical, Inc. DBA Eagle
Geophysical. ("Lessee") whose address is 00 Xxxxx Xxxxxx Xxxx Xxxx, 0xx Xxxxx,
Xxxxxxx, Xxxxx 00000.
Lessee has requested that Lessor purchase the following items of
personal property (individually, an "Item" and, collectively, the "Equipment")
for the prices and for delivery as follows:
---------------------------------------------------------------------------------------------------
Name and Address Complete Description of Equipment
of Supplier Quantity Price
---------------------------------------------------------------------------------------------------
(New unless otherwise specified) See
Attached Schedule, [ ] check if applicable
To be determined
New Opseis Eagle recording system and
ancillary equipment.
----------------------------------------------------------------
TOTAL PRICE $4,275,392.00
----------------------------------------------------------------
FED. EXCISE TAX $
----------------------------------------------------------------
TRANSPORTATION $
----------------------------------------------------------------
OTHER $
---------------------------------------------------------------------------------------------------
Date Delivery instructions to be TOTAL COST: $4,275,392.00
Delivery as specified by Lessee
Expected: to be determined to Supplier
--------------------------- -----------------------------------------------------------------------------------
Street City County State
SHIP TO
LESSEE AT: 00 Xxxxx Xxxxxx Xxxx Xxxx, 0xx Xxxxx Xxxxxxx, Xxxxxx Xxxxxx Texas
1
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Lessee and Lessor AGREE that subject to the conditions and agreements herein
and in the Master Lease referred to below (i) Lessor shall so purchase the
Equipment, (ii) Lessor shall lease the Equipment to Lessee, and (iii) Lessee
shall lease the Equipment from Lessor and perform and comply with the
provisions of this Agreement.
Certain Definitions and Stipulations:
Purchase Cut-Off Date: December 31, 1994
Particular Lease Terms:
Length of Basic Term: Sixty (60) months
Interim Rental Rate: Daily rental factor equivalent
Periodic Rental Rate (for each installment) 1.79636% percent
(%) of Lessor's Cost of the Equipment
Payment Schedule: monthly in advance
Premises where Equipment will be kept: Lessee to provide locations
periodically (see Amendment
No. One to Master Lease)
Lessee warrants and represents that the Equipment is Five (5) year
MACRS property.
The rental factor will be converted to a simple interest
equivalent rate that is then increased or decreased 1% for
each 1% (or pro rata for any fraction of 1 %) change in the
average yield of 3 year U.S. Treasury Notes (as published in
Federal Reserve Statistical Release H.15 [5191]) from the
complete one week period immediately preceding the date of
this proposal and the complete one week period immediately
preceding date of lease closing. The average yield for the
week prior to the proposal was 4.43%
Insurance Required:
Liability. Not less than $1,000,000.00 Combined Single Limit Liability
insurance, including bodily injury and death and property damage,
naming Lessor as additional insured.
Physical Damage. Not less than $4,278,792.00 All risk physical damage
insurance, including loss by burglary, theft, and malicious mischief,
for full replacement value of the equipment, naming Lessor as loss
payee.
Other: N/A
Stipulated Loss Factors:
First Year 102.53604%
Second Year 87.43912%
Third Year 70.87822%
Fourth Year 53.06907%
Fifth Year 34.06900%
*A "Lease Year" is a twelve-month period beginning on the Closing Date or on
any anniversary thereof.
Master Lease: Lessor and Lessee are entering into or have entered into a
Master Equipment Lease Agreement ("Master Lease") dated May 20, 1994. All of
the terms, conditions, agreements and provisions of the Master Lease are
incorporated herein by finis reference and constitute a part of this Addendum.
If there shall be any conflict between any provision of the Master Lease and a
provision of this Addendum, the provision of the Addendum shall govern.
Lessor's Disclaimer: Lessee acknowledges and agrees that it has selected
both the Equipment of the type and quantity which is the subject of this
Addendum and the supplier from whom Lessor purchased the Equipment. LESSOR
MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE DESIGN,
COMPLIANCE WITH SPECIFICATIONS, CONDITION, QUALITY, WORKMANSHIP, OR THE
SUITABILITY, ADEQUACY, OPERATION, USE OR PERFORMANCE OF THE EQUIPMENT OR AS TO
ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. ANY DELAY IN
DELIVERY SHALL NOT AFFECT THE VALIDITY OF THE MASTER LEASE OR THIS ADDENDUM.
The Lessee understands and agrees that neither the supplier nor any salesman
nor any agent of the supplier is authorized to waive or alter any term or
condition of the Master Lease or this Addendum, and no representation as to the
Equipment or any other matter by the supplier shall in any way affect Lessee's
duty to pay the rent and perform its obligations as set forth in the Master
Lease or this Addendum. Lessor shall not be liable to Lessee for incidental,
consequential, or indirect damages or for any act, neglect omission, breach or
default by any third party.
LESSOR: LESSEE:
METLIFE CAPITAL, LIMITED PARTNERSHIP SEITEL GEOPHYSICAL, INC.
DBA EAGLE GEOPHYSICAL
By: MetLife Capital Corporation,
General Partner
By: /s/ [illegible signature] By: /s/ [illegible signature]
Its: Sr. Vice President Its: President
By:
Its:
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AMENDMENT NO. ONE
AMENDMENT NO. ONE to that certain Master Equipment Lease Agreement
("Lease") dated May 20, 1994 and only with respect to Request to Purchase
Addendum No. One by and between MetLife Capital, Limited Partnership ("Lessor")
and Seitel Geophysical, Inc. DBA Eagle Geophysical ("Lessee").
W I T N E S S E T H
Section 16(a) Purchase Option is deleted in its entirety and replaced with the
following:
"Lessee may purchase all, but not less than all of the Equipment on
the last day of the Term (the Option Date"), for cash, at the
Equipment's then Fair Market Value or Ten percent (10%) of the
original Equipment Cost, whichever is greater, provided Lessee is not
then in breach or default and the Lessee gives Lessor written notice
of election to purchase at least sixty (60) days prior to the Option
Date. Upon payment of the purchase price and all rentals and other
services owing or to become owing to and including the Option Date,
Lessor shall transfer to Lessee all of Lessor's rights, title and
interest in the Equipment, in its then condition, without any
representation or warranty other than the warranty that the Equipment
is not subject to any liens resulting from acts of Lessor. For
purposes of this Lease, the term "Fair Market Value" shall be an
amount agreed upon by Lessor and Lessee or if such parties are unable
to agree prior to the Option Date, such value shall be determined by
an appraiser chosen by mutual agreement. Lessee shall pay the fees and
expenses of the appraiser. If Lessee elects not to purchase the
Equipment on the last day of the Term then lessee shall exercise the
renewal option as stated in paragraph 16(b). At the end of the initial
renewal period stated in paragraph 16(b) or any subsequent renewal
period Lessee may purchase all but not less than all of the Equipment
for cash at the Equipment's then Fair Market Value provided Lessee is
not then in breach or default and gives Lessor at least sixty (60)
days prior written notice."
Section 1 6(b) Renewal Option is deleted in its entirety and replaced with the
following:
"At the end of the Term, provided there shall be no breach or default
by Lessee or event which with the giving of notice or passage of time,
or both, might mature into event of default and provided Lessee has
not exercised the purchase option as stated above in paragraph 16(a),
then Lessee shall exercise a renewal option with respect to all but
not less than all the Equipment for a period of Twelve (12) months
beginning with the expiration of the Term at a Periodic Rental Rate of
.85095% per month. At the expiration of this initial Twelve (12) month
renewal period, and provided there shall be no breach or default by
Lessee or event which with the giving of notice or passage of time, or
both, might mature into an event of default, and provided Lessee
notifies Lessor of its election to renew, in writing at least sixty
(60) days prior to the expiration of the initial Twelve (12) month
period, Lessee shall have the right to renew the Lease with respect to
all but not less than all of the Equipment on an annual basis for its
then Fair Market Rental Value as determined below. If the parties
shall not have agreed upon the rental for the renewal period prior to
the commencement thereof, then the fair market value shall be
determined by an independent appraiser selected by mutual agreement;
Lessee shall pay rental installments based on Lessor's estimate of
fair market rental value until the rental is determined by appraisal
or otherwise, at which time appropriate additional payment or credits
shall be made or given. Lessee shall pay the fees and expenses of the
appraiser. All provisions of the Lease shall continue in full force
and effect during the initial Twelve (N) month renewal period and any
subsequent renewal term except for the amount of the rental during any
subsequent renewal term."
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22
IN WITNESS WHEREOF, the parties have executed this Amendment No. One this 20th
day of May, 1994.
METLIFE CAPITAL, LIMITED PARTNERSHIP Seitel Geophysical Inc. DBA Eagle
Geophysical
By: MetLife Capital Corporation By: /s/ [illegible signature]
Its: General Partner Its: President
By: /s/ [illegible signature] By:
----------------------------------
Its: Sr. Vice President Its:
---------------------------------
2
23
AMENDMENT NO. TWO
Amendment No. TWO to that certain Request to Purchase Addendum No. One
dated May 20, 1994 ("Agreement") by and between Seitel Geophysical, Inc. dba
Eagle Geophysical as Lessee and MetLife Capital, Limited Partnership as Lessor.
W I T N E S S E T H:
WHEREAS, the parties entered into the Agreement as aforesaid; and
WHEREAS, the parties now desire to amend the Agreement in certain
respects;
NOW, THEREFORE, it is agreed as follows:
The purchase price of the equipment is decreased to $3,852,119.00.
The renewal period stated in Section 16(b) is reduced from twelve (12)
months to eight (8) months.
IN WITNESS WHEREOF, the parties have executed the Amendment No. TWO
this 16th day of September, 1994.
LESSOR: LESSEE:
METLIFE CAPITAL, LIMITED SEITEL GEOPHYSICAL, INC.
PARTNERSHIP DBA EAGLE GEOPHYSICAL
By: MetLife Capital Corporation,
General Partner
By: /s/ [illegible signature] By: /s/ [illegible signature]
Its: Senior Vice President Its: President
1
24
REQUEST TO PURCHASE ADDENDUM NO. TWO
THIS ADDENDUM is entered into the 20th day of May, 1994 between
MetLife Capital, Limited Partnership ("Lessor") whose mailing address is
C-97550, Xxxxxxxx, Xxxxxxxxxx 00000 and Seitel Geophysical, Inc. DBA Eagle
Geophysical. ("Lessee") whose address is 00 Xxxxx Xxxxxx Xxxx Xxxx, 0xx Xxxxx,
Xxxxxxx, Xxxxx 00000.
Lessee has requested that Lessor purchase the following items of
personal property (individually, an "Item" and, collectively, the "Equipment")
for the prices and for delivery as follows:
---------------------------------------------------------------------------------------------------
Name and Address Complete Description of Equipment
of Supplier Quantity Price
---------------------------------------------------------------------------------------------------
(New unless otherwise specified) See
Attached Schedule, [ ] check if applicable
To be determined
New All Terrain Vehicles, Cable Strings
and attachments
--------------------------------------------------------------
TOTAL PRICE $700,000.00
--------------------------------------------------------------
FED. EXCISE TAX $
--------------------------------------------------------------
TRANSPORTATION $
--------------------------------------------------------------
OTHER $
---------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Date Delivery instructions to be TOTAL COST: $4,275,392.00
Delivery as specified by Lessee
Expected: to be determined to Supplier
--------------------------------------------------------------------------------------------------------------------
Street City County State
SHIP TO
LESSEE AT: 00 Xxxxx Xxxxxx Xxxx Xxxx, 0xx Xxxxx Xxxxxxx, Xxxxxx Xxxxxx Texas
1
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Lessee and Lessor AGREE that subject to the conditions and agreements herein
and in the Master Lease referred to below (i) Lessor shall so purchase the
Equipment, (ii) Lessor shall lease the Equipment to Lessee, and (iii) Lessee
shall lease the Equipment from Lessor and perform and comply with the
provisions of this Agreement.
Certain Definitions and Stipulations:
Purchase Cut-Off Date: December 31, 1994
Particular Lease Terms:
Length of Basic Term: Thirty Six (36) months
Interim Rental Rate: Daily rental factor equivalent
Periodic Rental Rate (for each installment) 2.81507% percent
(%) of Lessor's Cost of the Equipment
Payment Schedule: monthly in advance
Premises where Equipment will be kept: Lessee to provide locations
periodically (see Amendment
No. One to Master Lease)
Lessee warrants and represents that the Equipment is Five (5) year
MACRS property.
The rental factor will be converted to a simple interest
equivalent rate that is then increased or deceased 1% for each
1% (or pro rata for any fraction of 1%) change in the average
yield of 3 year U.S. Treasury Notes (as published in Federal
Reserve Statistical Release H.15 [5191) from the complete one
week period immediately preceding the date of this proposal
and the complete one week period immediately preceding date of
lease closing. The average yield for the week prior to the
proposal was 4.43
Insurance Required:
Liability. Not less than $1,000,000.00 Combined Single Limit Liability
insurance, including bodily injury and death and property damage,
naming Lessor as additional insured.
Physical Damage. Not less than $700,000.00 All risk physical damage
insurance, including loss by burglary, theft, and malicious mischief,
Or full replacement value of the equipment, naming Lessor as loss
payee.
Other: N/A
Stipulated Loss Factors:
First Year 103.2069%
Second Year 75.5369%
Third Year 45.77257%
*A "Lease Year" is a twelve-month period beginning on the Closing Date or on
any anniversary thereof.
Master Lease: Lessor and Lessee are entering into or have entered into a
Master Equipment Lease Agreement ("Master Lease") dated May 20, 1994. All of
the terms, conditions, agreements and provisions of the Master Lease are
incorporated herein Within reference and constitute a part of this Addendum.
If there shall be any conflict between any provision of the Master Lease and a
provision of this Addendum, the provision of the Addendum shall govern.
Lessor's Disclaimer: Lessee acknowledges and agrees that it has selected
both the Equipment of the type and quantity which is the subject of this
Addendum and the supplier from whom Lessor purchased the Equipment LESSOR MAKES
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE DESIGN, COMPLIANCE
WITH SPECIFICATIONS, CONDITION, QUALITY, WORKMANSHIP, OR THE SUITABILITY,
ADEQUACY, OPERATION, USE OR PERFORMANCE OF THE EQUIPMENT OR AS TO ITS
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. ANY DELAY IN DELIVERY
SHAWL NOT AFFECT THE VALIDITY OF THE MASTER LEASE OR THIS ADDENDUM. The Lessee
understands and agrees that neither the supplier nor any salesman nor any agent
of the supplier is authorized to waive or alter any term or condition of the
Master Lease or this Addendum, and no representation as to the Equipment or any
other matter by the supplier shall in any way affect Lessee's dud to pay Me
rent and perform its obligations as set forth in the Master Lease or this
Addendum. Lessor shall not be liable to Lessee for incidental, consequential,
or indirect damages or for any act, neglect omission, breach or default by any
third party.
LESSOR: LESSEE:
METLIFE CAPITAL, LIMITED PARTNERSHIP SEITEL GEOPHYSICAL, INC.
DBA EAGLE GEOPHYSICAL
By: MetLife Capital Corporation,
General Partner
By: /s/ [illegible signature] By: /s/ [illegible signature]
Its: Sr. Vice President Its: President
By:
----------------------------------
Its:
---------------------------------
2
26
AMENDMENT NO. ONE
AMENDMENT NO. ONE to that certain Master Equipment Lease Agreement
("Lease") dated May 20, 1994 and only with respect to Request to Purchase
Addendum No. Two by and between MetLife Capital, Limited Partnership ("Lessor")
and Seitel Geophysical, Inc. DBA Eagle Geophysical ("Lessee").
W I T N E S S E T H
Section 16(a) Purchase Option is deleted in its entirety and replaced with the
following:
"Lessee may purchase all, but not less than all of the Equipment on
the last day of the Term (the "Option Date"), for cash, at the
Equipment's then Fair Market Value or Ten percent (10%) of the
original Equipment Cost, whichever is greater, provided Lessee is not
then in breach or default and the Lessee gives Lessor written notice
of election to purchase at least sixty (60) days prior to the Option
Date. Upon payment of the purchase price and all rentals and other
services owing or to become owing to and including the Option Date,
Lessor shall transfer to Lessee all of Lessor's rights, title and
interest in the Equipment, in its then condition, without any
representation or warranty other than the warranty that the Equipment
is not subject to any liens resulting from acts of Lessor. For
purposes of this Lease, the term "Fair Market Value" shall be an
amount agreed upon by Lessor and Lessee or if such parties are unable
to agree prior to the Option Date, such value shall be determined by
an appraiser chosen by mutual agreement. Lessee shall pay the fees and
expenses of the appraiser. If Lessee elects not to purchase the
Equipment on the last day of the Term then lessee shall exercise the
renewal option as stated in paragraph 16(b). At the end of the initial
renewal period stated in paragraph 16(b) or any subsequent renewal
period Lessee may purchase all but not less than all of the Equipment
for cash at the Equipment's then Fair Market Value provided Lessee is
not then in breach or default and gives Lessor at least sixty (60)
days prior written notice."
Section 16(b) Renewal Option is deleted in its entirety and replaced with the
following:
"At the end of the Term, provided there shall be no breach or default
by Lessee or event which with the giving of notice or passage of time,
or both, might mature into event of default and provided Lessee has
not exercised the purchase option as stated above in paragraph 16(a),
then Lessee shall exercise a renewal option with respect to all but
not less than all the Equipment for a period of Twelve (12) months
beginning with the expiration of the Term at a Periodic Rental Rate of
.88102% per month. At the expiration of this initial Twelve (12) month
renewal period, and provided there shall be no breach or default by
Lessee or event which with the giving of notice or passage of time, or
both, might mature into an event of default, and provided Lessee
notifies Lessor of its election to renew, in writing at least sixty
(60) days prior to the expiration of the initial Twelve (12) month
period, Lessee shall have the right to renew the Lease with respect to
all but not less than all of the Equipment on an annual basis for its
then Fair Market Rental Value as determined below. If the parties
shall not have agreed upon the rental for the renewal period prior to
the commencement thereof, then the fair market value shall be
determined by an independent appraiser selected by mutual agreement;
Lessee shall pay rental installments based on Lessor's estimate of
fair market rental value until the rental is determined by appraisal
or otherwise, at which time appropriate additional payment or credits
shall be made or given. Lessee shall pay the fees and expenses of the
appraiser. All provisions of the Lease shall continue in full force
and effect during the initial Twelve (12) month renewal period and any
subsequent renewal term except for the amount of the rental during any
subsequent renewal term."
1
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IN WITNESS WHEREOF, the parties have executed this Amendment No. One this 20th
day of May, 1994.
METLIFE CAPITAL, LIMITED PARTNERSHIP Seitel Geophysical Inc. DBA Eagle
Geophysical
By: MetLife Capital Corporation By: /s/ [illegible signature]
Its: General Partner Its: President
By: /s/ [illegible signature] By:
----------------------------------
Its: Sr. Vice President Its:
---------------------------------
2
28
AMENDMENT NO. TWO
Amendment No. TWO to that certain Request to Purchase Addendum No. Two
dated May 20, 1994 ("Agreement") by and between Seitel Geophysical, Inc. dba
Eagle Geophysical as Lessee and MetLife Capital, Limited Partnership as Lessor.
WITNESSETH:
WHEREAS, the parties entered into the Agreement as aforesaid; and
WHEREAS, the parties now desire to amend the Agreement in certain
respects;
NOW, THEREFORE, it is agreed as follows:
The purchase price of the equipment is increased to $1,166,863.42.
Physical Damage insurance must be provided at an amount not less than
$1,166,863.42.
The renewal period stated in Section 16(b) is reduced from twelve (12)
months to eight (8) months.
IN WITNESS WHEREOF, the parties have executed the Amendment No. TWO
this 16th day of September, 1994.
LESSOR: LESSEE:
METLIFE CAPITAL, LIMITED SEITEL GEOPHYSICAL, INC.
PARTNERSHIP DBA EAGLE GEOPHYSICAL
By: MetLife Capital Corporation,
General Partner
By: /s/ [illegible signature] By: /s/ [illegible signature]
Its: Senior Vice President Its: President
1
29
LEASE CLOSING SCHEDULE
Lessee Name: Seitel Geophysical, Inc. dba Eagle Geophysical
Equipment Lease No.: 1004194
Dated: May 20, 1994
Schedule No.: 001
Closing Date: July 29 , 1994
1. Description of Equipment:
One (1) Opseis Eagle Telemetry Seismic Data Acquisition System
2. Location of Equipment: (Lessee agrees that the Equipment will at all
times remain in the possession and control of Lessee at the
location(s) specified below, and will not be removed without Lessor's
prior written consent.)
Xxx 00 Xxxxx
Xxxxxxxxx, XX 00000
3. Total Equipment Cost: $3,852,119.00
4. Periodic Rent:
The total sum of $4,348,934.40
Dollars in sixty (60) installments of $72,482.24 plus applicable sales
taxes
Dollars each, payable commencing on July 29, 1994 and at monthly
intervals thereafter.
5. Purchase Option
"Lessee may purchase all, but not less than all of the Equipment on
the last day of the Term (the "Option Date"), for cash, at the
Equipment's then Fair Market Value or Ten percent (10%) of the
original Equipment Cost, whichever is greater, provided Lessee is not
then in breach or default and the Lessee gives Lessor written notice
of election to purchase at least sixty (60) days prior to the Option
Date. Upon payment of the purchase price and all rentals and other
services owing or to become owing to and including the Option Date,
Lessor shall transfer to Lessee all of Lessor's rights, title and
interest in the Equipment, in its then condition, without any
representation or warranty other than the warranty that the Equipment
is not subject to any liens resulting from acts of Lessor. For
purposes of this Lease, the term "Fair Market Value" shall be an
amount agreed upon by Lessor and Lessee or if such parties are unable
to agree prior to the Option Date, such value shall be determined by
an appraiser chosen by mutual agreement. Lessee shall pay the fees and
expenses of the appraiser. If Lessee elects not to purchase the
Equipment on the last day of the Term then lessee shall exercise the
renewal option as stated in paragraph 16(b). At the end of the initial
renewal period stated in paragraph 16(b) or any subsequent renewal
period Lessee may purchase all but not less than all of the Equipment
for cash at the Equipment's then Fair Market Value provided Lessee is
not then in breach or default and gives Lessor at least sixty (60)
days prior written notice.
6. Renewal Option
At the end of the Term, provided there shall be no breach or default
by Lessee or event which with the giving of notice or passage of time,
or both, might mature into event of default and provided Lessee has
not exercised the purchase option as stated above in paragraph 16(a),
then Lessee shall exercise a renewal option with respect to all but
not less than all the Equipment for a period of twelve (12) months
beginning
1
30
with the expiration of the Term at a Periodic Rental Rate of 0.94081%
per month. At the expiration of this initial twelve (12) month
renewal period, and provided there shall be no breach or default by
Lessee or event which with the giving of notice or passage of time, or
both, might mature into an event of default, and provided Lessee
notifies Lessor of its election to renew, in writing at least sixty
(60) days prior to the expiration of the initial twelve (12) month
period, Lessee shall have the right to renew the Lease with respect to
all but not less than all of the Equipment on an annual basis for its
then Fair Market Rental Value as determined below. If the parties
shall not have agreed upon the rental for the renewal period prior to
the commencement thereof, then the fair market value shall be
determined by an independent appraiser selected by mutual agreement;
Lessee shall pay rental installments based on Lessor's estimate of
fair market rental value until the rental is determined by appraisal
or otherwise, at which time appropriate additional payment or credits
shall be made or given. Lessee shall pay the fees and expenses of the
appraiser. All provisions of the Lease shall continue in full force
and effect during the initial twelve (12) month renewal period and any
subsequent renewal term except for the amount of the rental during any
subsequent renewal term.
7. Insurance Required (All policies to require at lease 10 days' notice
of cancellation to Lessor):
a. Combined Single Limit Liability, including bodily injury and
property damage, of not less than $1,000,000.00 naming Lessor
as additional insured.
b. All risk physical damage, including burglary and theft, for
the full replacement value of the equipment, based on the
original equipment cost of $3,852,119.00 and Loss Payable
Endorsement naming Lessor as loss payee.
c. Other:
8. Stipulated Loss Values:
First Year: 102.7078% Fourth Year: 54.2477%
Second Year: 88.3686% Fifth Year: 34.87919
Third Year: 72.1251%
Accepted and agreed this 27th day of July, 1994 as Schedule No. One to that
certain Master Equipment Lease Agreement dated May 20, 1994 by and between the
parties hereto.
LESSOR: LESSEE:
SEITEL GEOPHYSICAL, INC. DBA EAGLE
METLIFE CAPITAL, LIMITED PARTNERSHIP GEOPHYSICAL
By: MetLife Capital Corporation By: /s/ [illegible signature]
Its: General Partner Its: President
By: /s/ [illegible signature]
Its: Vice President
2
31
LEASE CLOSING SCHEDULE
Lessee Name: Seitel Geophysical, Inc. dba Eagle Geophysical
Equipment Lease No.: 1004194
Dated: May 20, 1994
Schedule No.: 002
Closing Date: July 7, 1994
1. Description of Equipment:
ATV's, Engine and Generator more fully described on the attached
Exhibit "A" herein incorporated by this reference.
2. Location of Equipment: (Lessee agrees that the Equipment will at all
times remain in the possession and control of Lessee at the
location(s) specified below, and will not be removed without Lessor's
prior written consent.)
Xxx 00 Xxxxx
Xxxxxxxxx, XX 00000
3. Total Equipment Cost: $40,990.87
4. Periodic Rent:
The total sum of $42,776.64
Dollars in thirty-six (36) installments of $1,188.24 plus applicable
sales taxes
Dollars each, payable commencing on July 7, 1994 and at monthly
intervals thereafter.
5. Purchase Option
"Lessee may purchase all, but not less than all of the Equipment on
the last day of the Term (the "Option Date"), for cash, at the
Equipment's then Fair Market Value or Ten percent (10%) of the
original Equipment Cost, whichever is greater, provided Lessee is not
then in breach or default and the Lessee gives Lessor written notice
of election to purchase at least sixty (60) days prior to the Option
Date. Upon payment of the purchase price and all rentals and other
services owing or to become owing to and including the Option Date,
Lessor shall transfer to Lessee all of Lessor's rights, title and
interest in the Equipment, in its then condition, without any
representation or warranty other than the warranty that the Equipment
is not subject to any liens resulting from acts of Lessor. For
purposes of this Lease, the term "Fair Market Value" shall be an
amount agreed upon by Lessor and Lessee or if such parties are unable
to agree prior to the Option Date, such value shall be determined by
an appraiser chosen by mutual agreement. Lessee shall pay the fees and
expenses of the appraiser. If Lessee elects not to purchase the
Equipment on the last day of the Term then lessee shall exercise the
renewal option as stated in paragraph 16(b). At the end of the initial
renewal period stated in paragraph 16(b) or any subsequent renewal
period Lessee may purchase all but not less than all of the Equipment
for cash at the Equipment's then Fair Market Value provided Lessee is
not then in breach or default and gives Lessor at least sixty (60)
days prior written notice.
6. Renewal Option
At the end of the Term, provided there shall be no breach or default
by Lessee or event which with the giving of notice or passage of time,
or both, might mature into event of default and provided Lessee has
not exercised the purchase option as stated above in paragraph 16(a),
then Lessee shall exercise a renewal option with respect to all but
not less than all the Equipment for a period of eight (8) months
beginning with the expiration of the Term at a Periodic Rental Rate of
1.4494% per month. At the expiration of this
1
32
initial eight (8) month renewal period, and provided there shall be no
breach or default by Lessee or event which with the giving of notice
or passage of time, or both, might mature into an event of default,
and provided Lessee notifies Lessor of its election to renew, in
writing at least sixty (60) days prior to the expiration of the
initial eight (8) month period, Lessee shall have the right to renew
the Lease with respect to all but not less than all of the Equipment
on an annual basis for its then Fair Market Rental Value as determined
below. If the parties shall not have agreed upon the rental for the
renewal period prior to the commencement thereof, then the fair market
value shall be determined by an independent appraiser selected by
mutual agreement; Lessee shall pay rental installments based on
Lessor's estimate of fair market rental value until the rental is
determined by appraisal or otherwise, at which time appropriate
additional payment or credits shall be made or given. Lessee shall pay
the fees and expenses of the appraiser. All provisions of the Lease
shall continue in full force and effect during the initial eight (8)
month renewal period and any subsequent renewal term except for the
amount of the rental during any subsequent renewal term.
7. Insurance Required (All policies to require at lease 10 days' notice
of cancellation to Lessor):
a. Combined Single Limit Liability, including bodily injury and
property damage, of not less than $1,000,000.00 naming Lessor
as additional insured.
b. All risk physical damage, including burglary and theft, for
the full replacement value of the equipment, based on the
original equipment cost of $40,990.87 and Loss Payable
Endorsement naming Lessor as loss payee.
c. Other:
8. Stipulated Loss Values:
First Year: 103.3529%
Second Year: 76.1357%
Third Year: 46.3118%
Accepted and agreed this 25th day of July, 1994 as Schedule No. One to that
certain Master Equipment Lease Agreement dated May 20, 1994 by and between the
parties hereto.
LESSOR: LESSEE:
SEITEL GEOPHYSICAL, INC. DBA EAGLE
METLIFE CAPITAL, LIMITED PARTNERSHIP GEOPHYSICAL
By: MetLife Capital Corporation By: /s/ [illegible signature]
Its: General Partner Its: President
By: /s/ [illegible signature]
Its: Vice President
2
33
This Exhibit "A" is attached to and made a part
of that Lease Closing Schedule for the transaction by and between
MetLife Capital, Limited Partnership as Lessor and
Seitel Geophysical, Inc. dba Eagle Geophysical as Lessee
Vendor/Invoice Equipment Description Equipment Cost
Diesel Engine Center/L42221 One (1) Belarus Engine, SN 2984267Z 3,370 .00
One (1) Newage Generator, SN C041234/05 1,873 .00
Sales Tax 393 .23
Xxxxx Xxxxxxxxx'x Lawn
& Tractor
3231 One (1) 0000 Xxxxxxx XXX, Xxxxx X000000-000, 5,000 .00
4x4L, XX 0000000, Engine Model No. 38PL01,
Engine SN 9400147, Ignition Key 3110
3232 One (1) 0000 Xxxxxxx XXX, Xxxxx X000000-000, 5,000 .00
4x4L, XX 0000000, Engine Model No. 38PL01,
Engine SN 9402472, Ignition Key 3213
3233 One (1) 0000 Xxxxxxx XXX, Xxxxx X000000 Big 5,946 .25
Boss 6x6, SN 2105475, Engine Model No. 35PL02,
Engine SN 9328787, Ignition Key 3132
3234 One (1) 0000 Xxxxxxx XXX, Xxxxx X000000 Big 5,946 .25
Boss 6x6, SN 2104563, Engine Model No. 35PL02,
Engine SN 9320918, Ignition Key 3108
3235 One (1) 0000 Xxxxxxx XXX, Xxxxx X000000 Big 6,146 .25
Boss 6x6, SN 2268972, Engine Model No. 38PL01,
Engine SN 9403930, Ignition Key 3231
3236 One (1) 0000 Xxxxxxx XXX, Xxxxx X000000 Big 6,146 .25
Boss 6x6, SN 2269645, Engine Model No. 38PL01,
Engine SN 9405790, Ignition Key 3128
N000000 (6) Helmets, Oil, Polaris Plugs, Brushguards, 1,169 .64
Aluminum bumpers
TOTAL 1004194-002 40,990 .87
3
34
LEASE CLOSING SCHEDULE
Lessee Name: Seitel Geophysical, Inc. dba Eagle Geophysical
Equipment Lease No.: 1004194
Dated: May 20, 1994
Schedule No.: 003
Closing Date: July 7, 1994
1. Description of Equipment:
Three (3) 1994 Circle M Utility Trailers, 8 x 18 ft long, GVWR 7000
Ibs, VIN #s 0X0XX0000XX000000, 1 C9US1825RM364020, 1 C9US1827RM364021
2. Location of Equipment: (Lessee agrees that the Equipment will at all
times remain in the possession and control of Lessee at the
location(s) specified below, and will not be removed without Lessor's
prior written consent.)
Xxx. 00 Xxxxx
Xxxxxxxxx, XX 00000
3. Total Equipment Cost: $3,584.16
4. Periodic Rent:
The total sum of $3,740.40
Dollars in thirty six (36) installments of $103.90
Dollars each, payable commencing on July 7, 1994 and at monthly
intervals thereafter.
5. Purchase Option
"Lessee may purchase all, but not less than all of the Equipment on
the last day of the Term (the "Option Date"), for cash, at the
Equipment's then Fair Market Value or Ten percent (10%) of the
original Equipment Cost, whichever is greater, provided Lessee is not
then in breach or default and the Lessee gives Lessor written notice
of election to purchase at least sixty (60) days prior to the Option
Date. Upon payment of the purchase price and all rentals and other
services owing or to become owing to and including the Option Date,
Lessor shall transfer to Lessee all of Lessor's rights, title and
interest in the Equipment, in its then condition, without any
representation or warranty other than the warranty that the Equipment
is not subject to any liens resulting from acts of Lessor. For
purposes of this Lease, the term "Fair Market Value" shall be an
amount agreed upon by Lessor and Lessee or if such parties are unable
to agree prior to the Option Date, such value shall be determined by
an appraiser chosen by mutual agreement. Lessee shall pay the fees and
expenses of the appraiser. If Lessee elects not to purchase the
Equipment on the last day of the Term then lessee shall exercise the
renewal option as stated in paragraph 16(b). At the end of the initial
renewal period stated in paragraph 16(b) or any subsequent renewal
period Lessee may purchase all but not less than all of the Equipment
for cash at the Equipment's then Fair Market Value provided Lessee is
not then in breach or default and gives Lessor at least sixty (60)
days prior written notice.
6. Renewal Option
At the end of the Term, provided there shall be no breach or default
by Lessee or event which with the giving of notice or passage of time,
or both, might mature into event of default and provided Lessee has
not exercised the purchase option as stated above in paragraph 16(a),
then Lessee shall exercise a renewal option with respect to all but
not less than all the Equipment for a period of eight (8) months
beginning
1
35
with the expiration of the Term at a Periodic Rental Rate of 1.4494%
per month. At the expiration of this initial eight (8) month renewal
period, and provided there shall be no breach or default by Lessee or
event which with the giving of notice or passage of time, or both,
might mature into an event of default, and provided Lessee notifies
Lessor of its election to renew, in writing at least sixty (60) days
prior to the expiration of the initial eight (8) month period, Lessee
shall have the right to renew the Lease with respect to all but not
less than all of the Equipment on an annual basis for its then Fair
Market Rental Value as determined below. If the parties shall not have
agreed upon the rental for the renewal period prior to the
commencement thereof, then the fair market value shall be determined
by an independent appraiser selected by mutual agreement; Lessee shall
pay rental installments based on Lessor's estimate of fair market
rental value until the rental is determined by appraisal or otherwise,
at which time appropriate additional payment or credits shall be made
or given. Lessee shall pay the fees and expenses of the appraiser. All
provisions of the Lease shall continue in full force and effect during
the initial eight (8) month renewal period and any subsequent renewal
term except for the amount of the rental during any subsequent renewal
term.
7. Insurance Required (All policies to require at lease 10 days' notice of
cancellation to Lessor):
a. Combined Single Limit Liability, including bodily injury and
property damage, of not less than $1,000,000.00 naming Lessor
as additional insured.
b. All risk physical damage, including burglary and theft, for
the full replacement value of the equipment, based on the
original equipment cost of $3,584.16 and Loss Payable
Endorsement naming Lessor as loss payee.
c. Other:
8. Stipulated Loss Values:
First Year: 103.3529%
Second Year: 76.1357%
Third Year: 46.3118%
Accepted and agreed this 25th day of July, 1994 as Schedule No. Three to that
certain Master Equipment Lease Agreement dated May 20, 1994 by and between the
parties hereto.
LESSOR: LESSEE:
SEITEL GEOPHYSICAL, INC. DBA EAGLE
METLIFE CAPITAL, LIMITED PARTNERSHIP GEOPHYSICAL
By: MetLife Capital Corporation By: /s/ [illegible signature]
Its: General Partner Its: President
By: /s/ [illegible signature]
Its: Vice President
2
36
LEASE CLOSING SCHEDULE
Lessee Name: Seitel Geophysical, Inc. dba Eagle Geophysical
Equipment Lease No.: 1004194
Dated: May 20, 1994
Schedule No.: 004
Closing Date: July 25 ,1994
1. Description of Equipment:
One (1) IFR/A7550 Spectrum Analyzer, SN #2864 8,394 .35
(1,500) RM2F/PCR Pigtail Cables, 20' BC822, 54,071 .19
One (1) Interconnect Cable 610", BC-1009, CFM Eagle Conn. 218 .60
Total $62,684.14
2. Location of Equipment: (Lessee agrees that the Equipment will at all
times remain in the possession and control of Lessee at the
location(s) specified below, and will not be removed without Lessor's
prior written consent.)
000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
3. Total Equipment Cost: $62,684.14
4. Periodic Rent:
The total sum of $65,480.76
Dollars in thirty six (36) installments of $1,818.91 plus applicable
sales taxes
Dollars each, payable commencing on July 25, 1994 and at monthly
intervals thereafter.
5. Purchase Option
"Lessee may purchase all, but not less than all of the Equipment on
the last day of the Term (the "Option Date"), for cash, at the
Equipment's then Fair Market Value or Ten percent (10%) of the
original Equipment Cost, whichever is greater, provided Lessee is not
then in breach or default and the Lessee gives Lessor written notice
of election to purchase at least sixty (60) days prior to the Option
Date. Upon payment of the purchase price and all rentals and other
services owing or to become owing to and including the Option Date,
Lessor shall transfer to Lessee all of Lessor's rights, title and
interest in the Equipment, in its then condition, without any
representation or warranty other than the warranty that the Equipment
is not subject to any liens resulting from acts of Lessor. For
purposes of this Lease, the term "Fair Market Value" shall be an
amount agreed upon by Lessor and Lessee or if such parties are unable
to agree prior to the Option Date, such value shall be determined by
an appraiser chosen by mutual agreement. Lessee shall pay the fees and
expenses of the appraiser. If Lessee elects not to purchase the
Equipment on the last day of the Term then lessee shall exercise the
renewal option as stated in paragraph 16(b). At the end of the initial
renewal period stated in paragraph 16(b) or any subsequent renewal
period Lessee may purchase all but not less than all of the Equipment
for cash at the Equipment's then Fair Market Value provided Lessee is
not then in breach or default and gives Lessor at least sixty (60)
days prior written notice.
6. Renewal Option
At the end of the Term, provided there shall be no breach or default
by Lessee or event which with the giving of notice or passage of time,
or both, might mature into event of default and provided Lessee has
not exercised the purchase option as stated above in paragraph 16(a),
then Lessee shall exercise a renewal
1
37
option with respect to all but not less than all the Equipment for a
period of eight (8) months beginning with the expiration of the Term
at a Periodic Rental Rate of 1.45085% per month. At the expiration of
this initial eight (8) month renewal period, and provided there shall
be no breach or default by Lessee or event which with the giving of
notice or passage of time, or both, might mature into an event of
default, and provided Lessee notifies Lessor of its election to renew,
in writing at least sixty (60) days prior to the expiration of the
initial eight (8) month period, Lessee shall have the right to renew
the Lease with respect to all but not less than all of the Equipment
on an annual basis for its then Fair Market Rental Value as determined
below. If the parties shall not have agreed upon the rental for the
renewal period prior to the commencement thereof, then the fair market
value shall be determined by an independent appraiser selected by
mutual agreement; Lessee shall pay rental installments based on
Lessor's estimate of fair market rental value until the rental is
determined by appraisal or otherwise, at which time appropriate
additional payment or credits shall be made or given. Lessee shall
pay the fees and expenses of the appraiser. All provisions of the
Lease shall continue in full force and effect during the initial eight
(8) month renewal period and any subsequent renewal term except for
the amount of the rental during any subsequent renewal term.
7. Insurance Required (All policies to require at lease 10 days' notice
of cancellation to Lessor):
a. Combined Single Limit Liability, including bodily injury and
property damage, of not less than $1,000,000.00 naming Lessor
as additional insured.
b. All risk physical damage, including burglary and theft, for
the full replacement value of the equipment, based on the
original equipment cost of $62,684.14 and Loss Payable
Endorsement naming Lessor as loss payee.
c. Other:
8. Stipulated Loss Values:
First Year: 103.3568%
Second Year: 76.1471%
Third Year: 46.3144%
Accepted and agreed this 25th day of July, 1994 as Schedule No. One to that
certain Master Equipment Lease Agreement dated May 20, 1994 by and between the
parties hereto.
LESSOR: LESSEE:
SEITEL GEOPHYSICAL, INC. DBA EAGLE
METLIFE CAPITAL, LIMITED PARTNERSHIP GEOPHYSICAL
By: MetLife Capital Corporation By: /s/ [illegible signature]
Its: General Partner Its: President
By: /s/ [illegible signature]
Its: Vice President
2
38
LEASE CLOSING SCHEDULE
Lessee Name: Seitel Geophysical, Inc. dba Eagle Geophysical
Equipment Lease No.: 1004194
Dated: May 20, 1994
Schedule No.: 005
Closing Date: July 25, 1994
1. Description of Equipment:
(750) Cable strings, MIMIC 20DX 10-395 Land 70% $229,500.00
(750) Cable strings, MJC 20DX 10-395 1K Xxxxx 358,500.00
(750) Geophone Connector Assembly 28,585.00
One (1) MGA with hardware, Geophone Analyzer Test Equip. 11,366.25
Total $627,951.25
2. Location of Equipment: (Lessee agrees that the Equipment will at all
times remain in the possession and control of Lessee at the
location(s) specified below, and will not be removed without Lessor's
prior written consent.)
Xxx 00 Xxxxx
Xxxxxxxxx, XX 00000
3. Total Equipment Cost: $627,951.25
4. Periodic Rent:
The total sum of $655,965.36
Dollars in thirty six (36) installments of $18,221.26 plus applicable
sales taxes
Dollars each, payable commencing on July 25, 1994 and at monthly
intervals thereafter.
5. Purchase Option
"Lessee may purchase all, but not less than all of the Equipment on
the last day of the Term (the "Option Date"), for cash, at the
Equipment's then Fair Market Value or Ten percent (10%) of the
original Equipment Cost, whichever is greater, provided Lessee is not
then in breach or default and the Lessee gives Lessor written notice
of election to purchase at least sixty (60) days prior to the Option
Date. Upon payment of the purchase price and all rentals and other
services owing or to become&.`owing to and including the Option Date,
Lessor shall transfer to Lessee all of Lessor's rights, title and
interest in the Equipment, in its then condition, without any
representation or warranty other than the warranty that the Equipment
is not subject to any liens resulting from acts of Lessor. For
purposes of this Lease, the term "Fair Market Value" shall be an
amount agreed upon by Lessor and Lessee or if such parties are unable
to agree prior to the Option Date, such value shall be determined by
an appraiser chosen by mutual agreement. Lessee shall pay the fees and
expenses of the appraiser. If Lessee elects not to purchase the
Equipment on the last day of the Term then lessee shall exercise the
renewal option as stated in paragraph 16(b). At the end of the initial
renewal period stated in paragraph 16(b) or any subsequent renewal
period Lessee may purchase all but not less than all of the Equipment
for cash at the Equipment's then Fair Market Value provided Lessee is
not then in breach or default and gives Lessor at least sixty (60)
days prior written notice.
6. Renewal Option
At the end of the Term, provided there shall be no breach or default
by Lessee or event which with the giving of notice or passage of time,
or both, might mature into event of default and provided Lessee has
not exercised the purchase option as stated above in paragraph 16(a),
then Lessee shall exercise a renewal
1
39
option with respect to all but not less than all the Equipment for a
period of eight (8)months beginning with the expiration of the Term at
a Periodic Rental Rate of 1.45085% per month. At the expiration of
this initial eight (8) month renewal period, and provided there shall
be no breach or default by Lessee or event which with the giving of
notice or passage of time, or both, might mature into an event of
default, and provided Lessee notifies Lessor of its election to renew,
in writing at least sixty (60) days prior to the expiration of the
initial eight (8) month period, Lessee shall have the right to renew
the Lease with respect to all but not less than all of the Equipment
on an annual basis for its then Fair Market Rental Value as determined
below. If the parties shall not have agreed upon the rental for the
renewal period prior to the commencement thereof, then the fair market
value shall be determined by an independent appraiser selected by
mutual agreement; Lessee shall pay rental installments based on
Lessor's estimate of fair market rental value until the rental is
determined by appraisal or otherwise, at which time appropriate
additional payment or credits shall be made or given. Lessee shall pay
the fees and expenses of the appraiser. All provisions of the Lease
shall continue in full force and effect during the initial eight (8)
month renewal period and any subsequent renewal term except for the
amount of the rental during any subsequent renewal term.
7. Insurance Required (All policies to require at lease 10 days' notice
of cancellation to Lessor):
a. Combined Single Limit Liability, including bodily injury and
property damage, of not less than $1,000,000.00 naming Lessor
as additional insured.
b. All risk physical damage, including burglary and theft, for
the full replacement value of the equipment, based on the
original equipment cost of $627,951.25 and Loss Payable
Endorsement naming Lessor as loss payee.
c. Other:
8. Stipulated Loss Values:
First Year: 103.356868%
Second Year: 76.1471%
Third Year: 46.3144%
Accepted and agreed this 25th day of July, 1994 as Schedule No. Five to that
certain Master Equipment Lease Agreement dated May 20, 1994 by and between the
parties hereto.
LESSOR: LESSEE:
SEITEL GEOPHYSICAL, INC. DBA EAGLE
METLIFE CAPITAL, LIMITED PARTNERSHIP GEOPHYSICAL
By: MetLife Capital Corporation By: /s/ [illegible signature]
Its: General Partner Its: President
By: /s/ [illegible signature]
Its: Vice President
2
40
LEASE CLOSING SCHEDULE
Lessee Name: Seitel Geophysical, Inc. dba Eagle Geophysical
Equipment Lease No.: 1004194
Dated: May 20, 1994
Schedule No.: 006
Closing Date: July 29, 1994
1. Description of Equipment:
Multiple cables more fully described on the attached Exhibit "A"
herein incorporated by this reference.
2. Location of Equipment: (Lessee agrees that the Equipment will at all
times remain in the possession and control of Lessee at the
location(s) specified below, and will not be removed without Lessor's
prior written consent.)
Xxx 00 Xxxxx
Xxxxxxxxx, XX 00000
3. Total Equipment Cost: $182,213.43
4. Periodic Rent:
The total sum of $189,961.20
Dollars in thirty six (36) installments of $5,276.70 plus applicable
sales taxes
Dollars each, payable commencing on July 29, 1994 and at monthly
intervals thereafter.
5. Purchase Option
"Lessee may purchase all, but not less than all of the Equipment on
the last day of the Term (the "Option Date"), for cash, at the
Equipment's then Fair Market Value or Ten percent (10%) of the
original Equipment Cost, whichever is greater, provided Lessee is not
then in breach or default and the Lessee gives Lessor written notice
of election to purchase at least sixty (60) days prior to the Option
Date. Upon payment of the purchase price and all rentals and other
services owing or to become owing to and including the Option Date,
Lessor shall transfer to Lessee all of Lessor's rights, title and
interest in the Equipment, in its then condition, without any
representation or warranty other than the warranty that the Equipment
is not subject to any liens resulting from acts of Lessor. For
purposes of this Lease, the term "Fair Market Value" shall be an
amount agreed upon by Lessor and Lessee or if such parties are unable
to agree prior to the Option Date, such value shall be determined by
an appraiser chosen by mutual agreement. Lessee shall pay the fees and
expenses of the appraiser. If Lessee elects not to purchase the
Equipment on the last day of the Term then lessee shall exercise the
renewal option as stated in paragraph 16(b). At the end of the initial
renewal period stated in paragraph 16(b) or any subsequent renewal
period Lessee may purchase all but not less than all of the Equipment
for cash at the Equipment's then Fair Market Value provided Lessee is
not then in breach or default and gives Lessor at least sixty (60)
days prior written notice.
6. Renewal Option
At the end of the Term, provided there shall be no breach or default
by Lessee or event which with the giving of notice or passage of time,
or both, might mature into event of default and provided Lessee has
not exercised the purchase option as stated above in paragraph 16(a),
then Lessee shall exercise a renewal option with respect to all but
not less than all the Equipment for a period of eight (8) months
beginning with the expiration of the Term at a Periodic Rental Rate of
1.44794% per month. At the expiration of this
1
41
initial eight (8) month renewal period, and provided there shall be no
breach or default by Lessee or event which with the giving of notice
or passage of time, or both, might mature into an event of default,
and provided Lessee notifies Lessor of its election to renew, in
writing at least sixty (60) days prior to the expiration of the
initial eight (8) month period, Lessee shall have the right to renew
the Lease with respect to all but not less than all of the Equipment
on an annual basis for its then Fair Market Rental Value as determined
below. If the parties shall not have agreed upon the rental for the
renewal period prior to the commencement thereof, then the fair market
value shall be determined by an independent appraiser selected by
mutual agreement; Lessee shall pay rental installments based on
Lessor's estimate of fair market rental value until the rental is
determined by appraisal or otherwise, at which time appropriate
additional payment or credits shall be made or given. Lessee shall pay
the fees and expenses of the appraiser. All provisions of the Lease
shall continue in full force and effect during the initial eight (8)
month renewal period and any subsequent renewal term except for the
amount of the rental during any subsequent renewal term.
7. Insurance Required (All policies to require at lease 10 days' notice of
cancellation to Lessor):
a. Combined Single Limit Liability, including bodily injury and
property damage, of not less than $1,000,000.00 naming Lessor
as additional insured.
b. All risk physical damage, including burglary and theft, for
the full replacement value of the equipment, based on the
original equipment cost of $182,213.43 and Loss Payable
Endorsement naming Lessor as loss payee.
c. Other:
8. Stipulated Loss Values:
First Year: 103.3465%
Second Year: 76.1044%
Third Year: 46.2758%
Accepted and agreed this 28th day of July, 1994 as Schedule No. Three to that
certain Master Equipment Lease Agreement dated May 20, 1994 by and between the
parties hereto.
LESSOR: LESSEE:
SEITEL GEOPHYSICAL, INC. DBA EAGLE
METLIFE CAPITAL, LIMITED PARTNERSHIP GEOPHYSICAL
By: MetLife Capital Corporation By: /s/ [illegible signature]
Its: General Partner Its: President
By: /s/ [illegible signature]
Its: Vice President
2
42
1004194-006 Page 1 of 1
This Exhibit "A" is attached to and made a part
of that Lease Closing Schedule for the transaction by and between
MetLife Capital, Limited Partnership as Lessor and
Seitel Geophysical, Inc. dba Eagle Geophysical as Lessee
Vendor/Invoice Equipment Description Equipment Cost
-------------- --------------------- --------------
Geospace Corporation (1500) Cable, SNGL 20DX 10-395 1 K 901 Single 48,009 .60
110938 Xxxxx Drop with geophones
Xxxxxxx Cable Repair (141,486) SVL 2-225CB-310/F Gel Cable 134,203.83
5103, 5129, 5147, 5193, (100) 610' Single Drop Cables
5199, 5205, 5220, 5221, (150) Cables SCL 4-50-250-F 610'w/molded pigtail
5225, 5226, 5204, 5247, at 210'
5246, 5245 (100) 610' cables SCL 4-50-250/F Gel Wire
w/molded pigtail at 210'~A" end
(100) cables SCL-4-50-250-F Gelled Wire 610'
w/molded pigtails
(150) cables SCL 4-50-250-F Gelled Wire 610'
w/drop pigtail at 210'
(150) cables SCL 4-50-250 Gelled Wire 610'
w/pigtail drops at 210'
TOTAL 1004194-006 182,213.43
3
43
LEASE CLOSING SCHEDULE
Lessee Name: Seitel Geophysical, Inc. dba Eagle Geophysical
Equipment Lease No.: 1004194
Dated: May 20, 1994
Schedule No.: 007
Closing Date: July 29, 1994
1. Description of Equipment:
Multiple cables more fully described on the attached Exhibit "A"
herein incorporated by this reference.
2. Location of Equipment: (Lessee agrees that the Equipment will at all
times remain in the possession and control of Lessee at the
location(s) specified below, and will not be removed without Lessor's
prior written consent.)
000 Xxxxx Xxxx
Xxxxxxxxx, XX
3. Total Equipment Cost: $175,531.52
4. Periodic Rent:
The total sum of $182,995.20
Dollars in thirty six (36) installments of $5,083.20 plus applicable
sales taxes
Dollars each, payable commencing on July 29, 1994 and at monthly
intervals thereafter.
5. Purchase Option
"Lessee may purchase all, but not less than all of the Equipment on
the last day of the Term (the "Option Date"), for cash, at the
Equipment's then Fair Market Value or Ten percent (10%) of the
original Equipment Cost, whichever is greater, provided Lessee is not
then in breach or default and the Lessee gives Lessor written notice
of election to purchase at least sixty (60) days prior to the Option
Date. Upon payment of the purchase price and all rentals and other
services owing or to become owing to and including the Option Date,
Lessor shall transfer to Lessee all of Lessor's rights, title and
interest in the Equipment, in its then condition, without any
representation or warranty other than the warranty that the Equipment
is not subject to any liens resulting from acts of Lessor. For
purposes of this Lease, the term "Fair Market Value" shall be an
amount agreed upon by Lessor and Lessee or if such parties are unable
to agree prior to the Option Date, such value shall be determined by
an appraiser chosen by mutual agreement. Lessee shall pay the fees and
expenses of the appraiser. If Lessee elects not to purchase the
Equipment on the last day of the Term then lessee shall exercise the
renewal option as stated in paragraph 16(b). At the end of the initial
renewal period stated in paragraph 16(b) or any subsequent renewal
period Lessee may purchase all but not less than all of the Equipment
for cash at the Equipment's then Fair Market Value provided Lessee is
not then in breach or default and gives Lessor at least sixty (60)
days prior written notice.
6. Renewal Option
At the end of the Term, provided there shall be no breach or default
by Lessee or event which with the giving of notice or passage of time,
or both, might mature into event of default and provided Lessee has
not exercised the purchase option as stated above in paragraph 16(a),
then Lessee shall exercise a renewal option with respect to all but
not less than all the Equipment for a period of eight (8) months
beginning with the expiration of the Term at a Periodic Rental Rate of
1.44794% per month. At the expiration of this
1
44
initial eight (8) month renewal period, and provided there shall be no
breach or default by Lessee or event which with the giving of notice
or passage of time, or both, might mature into an event of default,
and provided Lessee notifies Lessor of its election to renew, in
writing at least sixty (60) days prior to the expiration of the
initial eight (8) month period, Lessee shall have the right to renew
the Lease with respect to all but not less than all of the Equipment
on an annual basis for its then Fair Market Rental Value as determined
below. If the parties shall not have agreed upon the rental for the
renewal period prior to the commencement thereof, then the fair market
value shall be determined by an independent appraiser selected by
mutual agreement; Lessee shall pay rental installments based on
Lessor's estimate of fair market rental value until the rental is
determined by appraisal or otherwise, at which time appropriate
additional payment or credits shall be made or given. Lessee shall pay
the fees and expenses of the appraiser. All provisions of the Lease
shall continue in full force and effect during the initial eight (8)
month renewal period and any subsequent renewal term except for the
amount of the rental during any subsequent renewal term.
7. Insurance Required (All policies to require at lease 10 days' notice of
cancellation to Lessor):
a. Combined Single Limit Liability, including bodily injury and
property damage, of not less than $1,000,000.00 naming Lessor
as additional insured.
b. All risk physical damage, including burglary and theft, for
the full replacement value of the equipment, based on the
original equipment cost of $175,531.52 and Loss Payable
Endorsement naming Lessor as loss payee.
c. Other:
8. Stipulated Loss Values:
First Year: 103.3465%
Second Year: 76.1044%
Third Year: 46.2758%
Accepted and agreed this 28th day of July, 1994 as Schedule No. Three to that
certain Master Equipment Lease Agreement dated May 20, 1994 by and between the
parties hereto.
LESSOR: LESSEE:
SEITEL GEOPHYSICAL, INC. DBA EAGLE
METLIFE CAPITAL, LIMITED PARTNERSHIP GEOPHYSICAL
By: MetLife Capital Corporation By: /s/ [illegible signature]
Its: General Partner Its: President
By: /s/ [illegible signature]
Its: Vice President
2
45
1004194-007 Page 1 of 1
This Exhibit "A" is attached to and made a part
of that Lease Closing Schedule for the transaction by and between
MetLife Capital, Limited Partnership as Lessor and
Seitel Geophysical, Inc. dba Eagle Geophysical as Lessee
Vendor/Invoice Equipment Description Equipment Cost
-------------- --------------------- --------------
Tescorp Seimic Products (741) CA-2001 Interconnect CBL, 610' BC-1009, 156,041.58
21113, 21063, 21077, w/RM2M/PCR, CFM Eagle Conn.
21084, 21088, 21101
Xxxxxxx Cable Repair
5051 (40) Wireline Opseis Cable Gel Filled at 1000' 17,752 .00
w/LTI Connectors
(40) Terminators Cables Gel-Filled at 9"
w/LTI Connectors
(80) B1167 LTI Female Connectors
(80) B1143 LTI Male Connectors
Louisiana Dept of Revenue Sales Tax upfront of 1 % 1,737 .94
TOTAL 1004194007 175,531.52
3
46
LEASE CLOSING SCHEDULE
Lessee Name: Seitel Geophysical, Inc. dba Eagle Geophysical
Equipment Lease No.: 1004194
Dated: May 20, 1994
Schedule No.: 008
Closing Date: September 19, 1994
1. Description of Equipment:
Two Hundred fifty (250) Cable, SNGL MP24L3 1.82K 1 MTR
2. Location of Equipment: (Lessee agrees that the Equipment will at all
times remain in the possession and control of Lessee at the
location(s) specified below, and will not be removed without Lessor's
prior written consent.)
Xxx. 00 Xxxxx
Xxxxxxxxx, XX 00000
3. Total Equipment Cost: $73,908.05
4. Periodic Rent:
The total sum of $77,227.20
Dollars in thirty six (36) installments of $2,145.20 plus applicable
sales taxes
Dollars each, payable commencing on September 19, 1994 and at monthly
intervals thereafter.
5. Purchase Option
"Lessee may purchase all, but not less than all of the Equipment on
the last day of the Term (the "Option Date"), for cash, at the
Equipment's then Fair Market Value or Ten percent (10%) of the
original Equipment Cost, whichever is greater, provided Lessee is not
then in breach or default and the Lessee gives Lessor written notice
of election to purchase at least sixty (60) days prior to the Option
Date. Upon payment of the purchase price and all rentals and other
services owing or to become owing to and including the Option Date,
Lessor shall transfer to Lessee all of Lessor's rights, title and
interest in the Equipment, in its then condition, without any
representation or warranty other than the warranty that the Equipment
is not subject to any liens resulting from acts of Lessor. For
purposes of this Lease, the term "Fair Market Value" shall be an
amount agreed upon by Lessor and Lessee or if such parties are unable
to agree prior to the Option Date, such value shall be determined by
an appraiser chosen by mutual agreement. Lessee shall pay the fees and
expenses of the appraiser. If Lessee elects not to purchase the
Equipment on the last day of the Term then lessee shall exercise the
renewal option as stated in paragraph 16(b). At the end of the initial
renewal period stated in paragraph 16(b) or any subsequent renewal
period Lessee may purchase all but not less than all of the Equipment
for cash at the Equipment's then Fair Market Value provided Lessee is
not then in breach or default and gives Lessor at least sixty (60)
days prior written notice.
6. Renewal Option
At the end of the Term, provided there shall be no breach or default
by Lessee or event which with the giving of notice or passage of time,
or both, might mature into event of default and provided Lessee has
not exercised the purchase option as stated above in paragraph 16(a),
then Lessee shall exercise a renewal option with respect to all but
not less than all the Equipment for a period of eight (8) months
beginning with the expiration of the Term at a Periodic Rental Rate of
1.4494% per month. At the expiration of this
1
47
initial eight (8) month renewal period, and provided there shall be no
breach or default by Lessee or event which with the giving of notice
or passage of time, or both, might mature into an event of default,
and provided Lessee notifies Lessor of its election to renew, in
writing at least sixty (60) days prior to the expiration of the
initial eight (8) month period, Lessee shall have the right to renew
the Lease with respect to all but not less than all of the Equipment
on an annual basis for its then Fair Market Rental Value as determined
below. If the parties shall not have agreed upon the rental for the
renewal period prior to the commencement thereof, then the fair market
value shall be determined by an independent appraiser selected by
mutual agreement; Lessee shall pay rental installments based on
Lessor's estimate of fair market rental value until the rental is
determined by appraisal or otherwise, at which time appropriate
additional payment or credits shall be made or given. Lessee shall pay
the fees and expenses of the appraiser. All provisions of the Lease
shall continue in full force and effect during the initial eight (8)
month renewal period and any subsequent renewal term except for the
amount of the rental during any subsequent renewal term.
7. Insurance Required (All policies to require at lease 10 days' notice of
cancellation to Lessor):
a. Combined Single Limit Liability, including bodily injury and
property damage, of not less than $1,000,000.00 naming Lessor
as additional insured.
b. All risk physical damage, including burglary and theft, for
the full replacement value of the equipment, based on the
original equipment cost of $73,908.05 and Loss Payable
Endorsement naming Lessor as loss payee.
c. Other:
8. Stipulated Loss Values:
First Year: 103.3690%
Second Year: 76.2104%
Third Year: 46.3894%
Accepted and agreed this 16th day of September, 1994 as Schedule No. Three to
that certain Master Equipment Lease Agreement dated May 20, 1994 by and between
the parties hereto.
LESSOR: LESSEE:
SEITEL GEOPHYSICAL, INC. DBA EAGLE
METLIFE CAPITAL, LIMITED PARTNERSHIP GEOPHYSICAL
By: MetLife Capital Corporation By: /s/ [illegible signature]
Its: General Partner Its: President
By: /s/ [illegible signature]
Its: Vice President
2
48
CORRECTION TO LEASE CLOSING SCHEDULES
1004194-001
1004194-002
1004194-003
1004194-004
1004194-005
1004194-006
1004194-007
1004194-008
September 16, 1994
Xx. Xxxxxx X. Xxxxxxx
XXXXXX GEOPHYSICAL, INC. dba EAGLE GEOPHYSICAL
00 Xxxxx Xxxxxx Xxxx Xxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
During a recent review of our documentation on transactions 1004194-001 through
1004194-008 for equipment being leased to you we found a discrepancy in the
information presently in our files.
As a result, we are making the following corrections to the Lease Closing
Schedules:
5. Purchase Option. The words "paragraph 16(b)" are replaced with the
words "6. Renewal Option".
Section 6. Renewal Option. The words "paragraph 16(a)" are replaced with the
words "5. Purchase Option".
Accepted and agreed this 16th day of September, 1994.
LESSOR: LESSEE:
METLIFE CAPITAL, LIMITED PARTNERSHIP SEITEL GEOPHYSICAL, INC.
DBA EAGLE GEOPHYSICAL
By: MetLife Capital Corporation,
General Partner
By: By:
Its: Senior Vice President Its: President
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