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EXHIBIT 10.10
CONTRIBUTION AND ASSUMPTION AGREEMENT
This Contribution and Assumption Agreement ("Agreement") is entered
into effective as of the 31st day of December, 1996, by and between Seitel
Geophysical, Inc., a Delaware corporation ("SGI"), and Eagle Geophysical, Inc.,
a Delaware corporation ("Eagle").
WHEREAS, Eagle is a wholly-owned subsidiary of Eagle Horizon, Inc., a
Delaware corporation ("Eagle Horizon");
WHEREAS, Eagle Horizon is a wholly-owned subsidiary of EHI Holdings,
Inc., a Delaware corporation ("EHI Holdings");
WHEREAS, EHI Holdings is a wholly-owned subsidiary of SGI, so that
Eagle is an indirect wholly-owned subsidiary of SGI;
WHEREAS, SGI owns certain seismic data acquisition equipment and
related assets;
WHEREAS, SGI wishes to contribute to Eagle as an additional equity
contribution all of its assets and other rights, subject to the assumption by
Eagle of all of SGI's liabilities and obligations; and
WHEREAS, in order to effectuate the foregoing, SGI and Eagle now
desire for SGI to contribute all of its assets to Eagle, and for Eagle to
assume from SGI all of its liabilities, all as more particularly described
herein.
NOW, THEREFORE, for and in consideration of $10.00 and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Contribution of Assets by SGI.
(a) SGI hereby sells, conveys, transfers, assigns,
contributes, and delivers to Eagle all of its right, title, and
interest in and to all of its assets (the "Assets") other than the
Excluded Assets (as hereinafter defined).
(b) As used herein, the term "Assets" shall include but
not be limited to:
(i) all right, title and interest of SGI in the
seismic data acquisition equipment described on Exhibit "A"
attached hereto (the "Equipment");
(ii) all right, title and interest of SGI in, to and
under all contracts related to the operation, use, rental or
other exploitation of the Equipment or otherwise related to
the acquisition of seismic data, including but not limited to
those agreements and contracts listed on Exhibit "B" attached
hereto;
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(iii) all right, title and interest of SGI in, to and
under all contracts related to the acquisition, lease,
financing, storage, and maintenance of the Equipment,
including but not limited to those agreements and contracts
listed on Exhibit "C" attached hereto;
(iv) all cash and accounts receivable;
(v) all price lists, customers lists, sales promotion
and advertising materials, vendor lists, catalogs, research
material, technical information, management information
systems, software and rights thereto, technology,
specifications, designs, drawings and other data, copyrights,
trade secrets, know- how, inventions, patents, patent
applications, and other intellectual property rights, whether
registered or unregistered, owned by SGI and used in the
operation of the Assets or otherwise in connection with any
Asset;
(vi) all right, title and interest of SGI in, to and
under all licenses, permits, consents, approvals,
authorizations, qualifications, orders and franchises issued
by any federal, state, provincial or municipal authority or
any other entity relating to the maintenance, use or operation
of the Assets; and
(vii) all rights, claims or choses in action of SGI
arising out of occurrences before or after the date hereof
against any person relating to the Assets.
(c) As used herein, the term "Excluded Assets" shall mean
and be limited to (i) the issued and outstanding shares of stock of
EHI Holdings, Inc., a wholly-owned subsidiary of SGI, and the rights
and privileges relating thereto, (ii) all of the issued and
outstanding shares of stock of African Geophysical, Inc., a Cayman
Island corporation and a wholly-owned subsidiary of SGI, and (ii) the
rights of SGI under any agreements relating to the potential
acquisition of an ocean bottom cable seismic data acquisition system.
2. Assumption of Liabilities by Eagle. Eagle hereby assumes all
of SGI's obligations and liabilities, including but not limited to those
related to the Assets, except for those liabilities and obligations (A) related
to the Excluded Assets, (B) arising under the Guaranty dated as of December 28,
1996 guaranteeing the obligations of Seitel, Inc. under Seitel's $75 Million
Senior Notes, and (C) arising under the Subsidiary Guaranty dated as of July
22, 1996 guaranteeing the obligations of Seitel, Inc. under Seitel's $25
Million Revolving Credit Agreement. Such assumed liabilities and obligations
shall include, without limitation, the obligations under those agreements
listed on Exhibits "B" and "C" hereto.
3. Third-Party Consents. To the extent that SGI's rights under
any agreement or other Asset that is assigned hereunder may not be assigned
without the consent or approval of another person, including any governmental
approval, which has not been obtained as of the date hereof, this Agreement
shall not constitute an agreement to assign the same if an attempted assignment
would constitute a breach thereof or be unlawful, and SGI shall use its
reasonable efforts to obtain any such required consent or approval as promptly
as possible. If any such consent or approval shall not be obtained or if any
attempted assignment would be ineffective or impair Eagle's rights to the Asset
in question so that Eagle would not in effect acquire the benefit of all such
rights, SGI, to the maximum extent permitted by law, shall act after the date
hereof
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as Eagle's agent in order to obtain for Eagle the benefits thereunder, and
shall cooperate to the maximum extent permitted by law, with Eagle in any other
reasonable arrangements designed to provide such benefits to Eagle. Without
limiting the generality of the foregoing, SGI acknowledges and agrees that its
obligation under this Section is to place Eagle in a position from and after
the effective date hereof to effectively manage the operations of the Assets
and to receive all revenues derived therefrom to the same extent that it would
have received such revenues had Eagle obtained all required consents and
approvals and Eagle had obtained title to all of the Assets as of the effective
date hereof.
4. General Provisions.
(a) This Agreement sets forth the entire understanding of
the parties hereto with resect to the transactions contemplated
hereby. It shall not be amended or modified except by written
instrument duly executed by all of the parties hereto. Any and all
previous agreements and understandings between or among any or all of
the parties regarding the subject matter hereof, whether written or
oral, are superseded by this Agreement.
(b) This Agreement may only be assigned by a party with
the prior written consent of the other party hereto.
(c) All of the terms and provisions of this Agreement
shall be binding upon, inure to the benefit of, and be enforceable by
the successors and assigns of SGI and Eagle.
(d) A benefit, right or duty provided by this Agreement
shall be deemed waived only by a writing expressly referring to this
Agreement that is signed by the party entitled to the benefit thereof.
The waiver of one instance of any act, omission, condition or
requirement shall not constitute a continuing waiver unless
specifically so stated in the aforesaid written waiver.
(e) All communications under this Agreement shall be made
in writing to the respective addresses first above written, or such
other addresses as may be designated in writing by notice given
hereunder. Such communications shall be deemed to have been duly
given if either delivered personally or by air courier service, sent
by facsimile, or mailed by postage prepaid registered or certified
U.S. mail, return receipt requested. All communications under this
Agreement shall be effective upon personal delivery or facsimile
transmission, or deposit in the U.S. mail or with an air courier
service.
(f) This Agreement shall be governed by and interpreted
and enforced in accordance with the laws of the State of Texas,
without giving effect to any conflicts of law.
(g) Subject to the terms and conditions herein provided,
each of the parties hereto shall use its best efforts to take, or
cause to be taken such action, to execute and deliver, or cause to be
executed and delivered, such additional documents and instruments,
and to do, or cause to be done, all things necessary, per or advisable
under
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the provisions of this Agreement and under applicable law to
consummate and make effective the transactions contemplated by this
Agreement.
(h) If any one or more of the provisions of this
Agreement shall for any reason be held by a court of competent
jurisdiction to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect the
remaining provisions of this Agreement, and this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had
never been a part hereof.
(i) This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart,
each of which when executed and delivered shall be deemed to be an
original and all of which counterparts taken together shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers effective as of the date first
written above.
SEITEL GEOPHYSICAL, INC.
BY: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
EAGLE GEOPHYSICAL, INC.
BY: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
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EXHIBIT "A"
LIST OF EQUIPMENT
(attached)
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EXHIBIT "B"
LIST OF OPERATING AGREEMENTS
1. Supplemental Agreement between SGI and Southwestern Energy Production
Company dated August 12, 1996.
2. Supplemental Agreement between SGI and Enron Oil and Gas Company.
3. Supplemental Agreement between SGI and Couba Operating Company dated
November 18, 1996.
4. Supplemental Agreement between SGI and ▇▇▇▇▇▇▇▇▇ Associates, J.V.
dated May 30, 1996.
5. Supplemental Agreement between SGI and Aspect Resources Limited
Liability Company dated September 20, 1995.
6. Supplemental Agreement between SGI and TEPCO, INC. dated March 28,
1996.
7. Supplemental Agreement between SGI and ▇▇▇▇ Oil Company dated July 23,
1996.
8. Geophysical Data Acquisition Contract between SGI and Fina Oil and
Chemical Company dated March 25, 1996.
9. Supplemental Agreement between SGI and ▇▇▇▇▇▇ Petroleum Corporation
dated July 17, 1996.
10. Supplement No. 2 between SGI and Burlington Resources (formerly
Meridian Oil Inc.) dated November 1, 1995.
11. All Master Agreements, including but not limited to the Master
Agreements relating to the above-listed supplements.
12. Operating Leases between SGI and Horizon Exploration Limited and/or
Horizon Seismic, Inc.
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EXHIBIT "C"
LIST OF ACQUISITION/FINANCING AGREEMENTS
1. Equipment Purchase Agreement between SGI and Opseis Inc. dated January
5, 1994.
2. Equipment Purchase Agreement between SGI and Sercel Incorporated dated
September 30, 1996.
3. Equipment Purchase Agreements between SGI and Geospace Corporation
dated October 3, 1996.
4. Term Credit and Security Agreement between SGI and Compass Bank dated
July 1993, as modified and amended, and Term Note in the original amount of
$4,300,000, and all Addenda, Schedules, and Amendments thereto.
5. Master Lease Agreement between SGI and McCullagh Leasing, a unit of GE
Capital Fleet Services, dated February 22, 1994 and Addenda, Schedules and
Amendments thereto.
6. Master Equipment Lease between SGI and MetLife Capital, Limited
Partnership, dated May 20, 1994 and Addenda, Schedules and Amendments thereto.
7. Loan and Security Agreement between SGI and MetLife Capital
Corporation dated February 22, 1996, Supplemental Security Agreement No. One
between SGI and MetLife Capital Corporation dated February 22, 1996, and
Promissory Note in the original amount of $433,000 payable to MetLife Capital
Corporation, and all Addenda, Schedules, and Amendments thereto.
8. Loan and Security Agreement between SGI and NationsBanc Leasing
Corporation of North Carolina dated as of July
9, 1996, Secured Term Note A in the original amount of $5,902,372, and Secured
Term Note B in the original amount of $1,361,839.13, and all Addenda,
Schedules, and Amendments thereto.
