EXHIBIT 10.38
THIRD AMENDMENT TO
SEITEL, INC. REVOLVING CREDIT AGREEMENT
This Third Amendment to Seitel, Inc. Revolving Credit Agreement dated as of
March 16, 1998 (this "Third Amendment") is among Seitel, Inc., a Delaware
corporation (the "Borrower"), the lenders set forth on the signature pages
hereto (the "Lenders") and The First National Bank of Chicago, individually and
as agent for the Lenders (in such capacity, the "Agent").
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. Unless amended pursuant hereto or unless the context
otherwise requires, all terms used herein which are defined in the
Revolving Credit Agreement dated as of July 22, 1996, as amended (the
"Credit Agreement") among the Borrower, the Agent and the Lenders
shall have the meanings assigned to them in the Credit Agreement.
2. Amendments. Upon the satisfaction of the conditions precedent set
forth in Section 4 of this Third Amendment and effective as of the
date first set forth above (the "Effective Date"), the Credit
Agreement shall be amended as follows:
(a) The definition of "Facility Termination Date" set forth in
Article I of the Credit Agreement is hereby amended to read in
its entirety as follows:
"Facility Termination Date" means March 16, 2001 or any earlier
date on which the Aggregate Commitment is reduced to zero or
otherwise terminated pursuant to the terms hereof.
(b) Section 2.4.3. of the Credit Agreement is hereby amended to read
in its entirety as follows:
2.4.3. Method of Selecting Types and Interest Periods for New
Ratable Advances The Borrower shall select the Type of Ratable
Advance and, in the case of each Eurodollar Advance, the Interest
Period applicable to each Ratable Advance from time to time. The
Borrower shall give the Agent irrevocable notice (a "Ratable
Borrowing Notice") not later than 11:30 a.m. (Chicago time) on
the Borrowing Date for each Floating Rate Advance or three
Business Days before the Borrowing Date for each Eurodollar
Advance, specifying:
(i) the Borrowing Date, which shall be a Business Day, of such
Ratable Advance,
(ii) the aggregate amount of such Ratable Advance,
(iii)the Type of Ratable Advance selected, and
(iv) in the case of each Eurodollar Advance, the Interest Period
applicable thereto.
Not later than 1:00 p.m. (Chicago time) on each Borrowing Date,
each Lender shall make available its Loan or Loans, in funds
immediately available in Chicago to the Agent at its address
specified pursuant to Article XIII. Promptly after receipt of
such funds from the Lenders, the Agent will make such funds
available to the Borrower at the Agent's aforesaid address.
(c) Section 2.4.4. of the Credit Agreement is hereby amended to read
in its entirety as follows:
2.4.4. Conversion and Continuation of Outstanding Ratable
Advances Floating Rate Advances shall continue as Floating Rate
Advances unless and until such Floating Rate Advances are
converted into Eurodollar Advances. Each Eurodollar Advance shall
continue as a Eurodollar Advance until the end of the then
applicable Interest Period therefor, at which time such
Eurodollar Advance shall be automatically converted into a
Floating Rate Advance unless the Borrower shall have given the
Agent a Conversion/Continuation Notice requesting that, at the
end of such Interest Period, such Eurodollar Advance either
continue as a Eurodollar Advance for the same or another Interest
Period or be converted into a Floating Rate Advance. Subject to
the terms of Section 2.7, the Borrower may elect from time to
time to convert all or any part of any Ratable Advance of any
Type into any other Type or Types of Ratable Advances; provided
that any conversion of any Eurodollar Advance shall be made on,
and only on, the last day of the Interest Period applicable
thereto. The Borrower shall give the Agent irrevocable notice (a
"Conversion/Continuation Notice") of each conversion of a Ratable
Advance or continuation of a Eurodollar Advance not later than
11:30 a.m. (Chicago time) on the date of the requested conversion
or continuation, in the case of a conversion into a Floating Rate
Advance, or three Business Days prior to the date of the
requested conversion or continuation, in the case of a conversion
into or continuation of a Eurodollar Advance, specifying:
(i) the requested date, which shall be a Business Day, of such
conversion or continuation;
(ii) the aggregate amount and Type of the Ratable Advance which
is to be converted or continued; and
(iii)the amount and Type(s) of Ratable Advance(s) into which such
Ratable Advance is to be converted or continued and, in the
case of a conversion into or continuation of a Eurodollar
Advance, the duration of the Interest Period applicable
thereto.
(d) The Commitment of The First National Bank of Chicago is hereby
increased to $40,000,000.
(e) The Commitment of Bank One, Texas, N.A. is hereby increased to
$35,000,000.
(f) Exhibit "B" to the Credit Agreement is hereby amended by deleting
the amount "$50,000,000" on the first page thereof and replacing
it with the amount "$75,000,000".
(g) Schedule 1 to the Credit Agreement is hereby amended to read in
its entirety as set forth in Schedule 1 attached hereto.
(h) Schedule 6 to the Credit Agreement is hereby amended to read in
its entirety as set forth in Schedule 6 attached hereto.
3. Representations and Warranties. The Borrower hereby confirms,
reaffirms and restates as of the date hereof the representations and
warranties set forth in Article V of the Credit Agreement, provided
that, with respect to the representations and warranties set forth in
Section 5.6, the reference to "March 31, 1996" therein shall be deemed
to read "September 30, 1997," and with respect to the representations
and warranties set forth in Section 5.15, the references to "May 1,
1997" therein shall be deemed to read "March 16, 1998."
4. Conditions Precedent. This Third Amendment and the amendments to the
Credit Agreement provided for in Section 2 hereof shall become
effective as of the Effective Date when all of the following
conditions precedent shall have been satisfied:
(a) The Agent shall have received counterparts of this Third
Amendment duly executed and delivered by the Borrower and by all
of the Lenders and consented to by all of the Subsidiary
Guarantors.
(b) The Agent shall have received from the Borrower a certificate of
a Senior Financial Officer attaching and certifying resolutions
adopted by the Board of Directors of the Borrower on or prior to
the Effective Date authorizing the execution and delivery by the
Borrower of this Third Amendment and the extension of the
Facility Termination Date and increase in the Aggregate
Commitment provided for herein.
(c) The Agent shall have received from the Borrower new Ratable Notes
payable to the order of each Lender in the amount of such
Lender's Commitment as revised hereby and new Competitive Bid
Notes payable to the order of each Lender substantially in the
form of Exhibit "B" as amended hereby, each duly executed and
delivered by the Borrower.
(d) On the Effective Date and after giving effect to the terms of
this Third Amendment, no Default or Unmatured Default shall have
occurred and be continuing.
5. Effect on the Credit Agreement. Except to the extent of the amendments
expressly provided for herein, all of the representations, warranties,
terms, covenants and conditions of the Loan Documents (a) shall remain
unaltered, (b) shall continue to be, and shall remain, in full force
and effect in accordance with their respective terms, and (c) are
hereby ratified and confirmed in all respects. Upon the effectiveness
of this Third Amendment, all references in the Credit Agreement
(including references in the Credit Agreement as amended by this Third
Amendment) to "this Agreement" (and all indirect references such as
"hereby", "herein", "hereof" and "hereunder") shall be deemed to be
references to the Credit Agreement as amended by this Third Amendment.
6. Entire Agreement. This Third Amendment, the Credit Agreement as
amended by this Third Amendment and the other Loan Documents embody
the entire agreement and understanding among the parties hereto and
supersede any and all prior agreements and understandings between the
parties hereto relating to the subject matter hereof.
7. APPLICABLE LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF
CONFLICTS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
8. Headings. The headings, captions and recitals used in this Third
Amendment are for convenience only and shall not affect the
interpretation of this Third Amendment.
9. Counterparts. This Third Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
be duly executed as of the date first above written.
SEITEL, INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx
Xx. Vice President - Chief Financial Officer
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Agent
By: /s/ Xxxxx X. Xxxx
---------------------------------
Title: Attorney in fact
------------------------------
BANK ONE, TEXAS, N.A.
By: /s/ Xxxxx Xxxxxx
---------------------------------
Title: Vice President
------------------------------
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ACKNOWLEDGMENT AND CONSENT BY SUBSIDIARY GUARANTORS
Each of the undersigned Subsidiary Guarantors (i) acknowledges its receipt
of a copy of and hereby consents to all of the terms and conditions of the
foregoing Third Amendment and (ii) reaffirms its obligations under the
Subsidiary Guaranty dated as of July 22, 1996 in favor of The First National
Bank of Chicago, as agent.
SEITEL DATA CORP.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
SEITEL DELAWARE, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
SEITEL MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
President
SEITEL GEOPHYSICAL, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
DDD ENERGY, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
SEITEL GAS & ENERGY CORP.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
SEITEL POWER CORP.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
SEITEL NATURAL GAS, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
MATRIX GEOPHYSICAL, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
EXSOL, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
DATATEL, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
SEITEL OFFSHORE CORP.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
GEO-BANK, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
ALTERNATIVE COMMUNICATIONS
ENTERPRISES, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
SEITEL INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
AFRICAN GEOPHYSICAL, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
SEITEL DATA LTD.
By: SEITEL DELAWARE, INC.,
its general partner
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
Vice President
Schedule 1
RESTRICTED SUBSIDIARIES
Incorporated in Delaware
Seitel Data Corp.
Seitel Delaware, Inc.
Seitel Management, Inc.
Seitel Geophysical, Inc.
DDD Energy, Inc.
Seitel Gas & Energy Corp.
Seitel Power Corp.
Seitel Natural Gas, Inc.
Matrix Geophysical, Inc.
Exsol, Inc.
Datatel, Inc.
Seitel Offshore Corp.
Incorporated (or Organized) in Texas
Geo-Bank, Inc.
Alternative Communications Enterprises, Inc.
Seitel Data Ltd. (a Texas limited partnership)
Incorporated in the Cayman Islands
Seitel International, Inc.
African Geophysical, Inc.
UNRESTRICTED SUBSIDIARIES
Seitel Canada Holdings, Inc., a Delaware corporation
Olympic Seismic Ltd., an Alberta, Canada corporation
EHI Holdings, Inc., a Delaware corporation
AFFILIATES
Eagle Geophysical, Inc., a Delaware corporation (17.9% owned by
EHI Holdings, Inc.)
