EXHIBIT 10.39
RATABLE NOTE
$40,000,000 March 16, 1998
Seitel, Inc., a Delaware corporation (the "Borrower"), promises to pay to
the order of THE FIRST NATIONAL BANK OF CHICAGO (the "Lender") the lesser of the
principal sum of Forty Million and 00/100 Dollars or the aggregate unpaid
principal amount of all Ratable Loans made by the Lender to the Borrower
pursuant to Section 2.4 of the Agreement (as hereinafter defined), in
immediately available funds at the main office of The First National Bank of
Chicago in Chicago, Illinois, as Agent, together with interest on the unpaid
principal amount hereof at the rates and on the dates set forth in the
Agreement. The Borrower shall pay the principal of and accrued and unpaid
interest on the Ratable Loans in full on the Facility Termination Date.
The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Ratable Loan and the date and amount of each
principal payment hereunder, provided that the failure by the Lender to so
record or any mistake in so recording shall not affect the obligations of the
Borrower hereunder.
This Ratable Note is one of the Notes issued pursuant to, and is subject to
the terms of and entitled to the benefits of, the Revolving Credit Agreement
dated as of July 22, 1996 (which, as it may be amended or modified and in effect
from time to time, is herein called the "Agreement"), among the Borrower, the
lenders party thereto, including the Lender, and The First National Bank of
Chicago, as Agent, to which Agreement reference is hereby made for a statement
of the terms and conditions governing this Ratable Note, including the terms and
conditions under which this Ratable Note may be prepaid or its maturity date
accelerated. This Ratable Note is guaranteed pursuant to the Subsidiary
Guaranty, all as more specifically described in the Agreement, and reference is
made thereto for a statement of the terms and provisions thereof. Capitalized
terms used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement.
THIS RATABLE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
SEITEL, INC.
By: /s/Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Sr. Vice President
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