0001181431-11-032619 Sample Contracts

amended and restated ADVISORY AGREEMENT
Advisory Agreement • May 25th, 2011 • Seitel Inc • Oil & gas field exploration services • New York

This Amended and Restated Advisory Agreement (this "Agreement"), dated as of May 23, 2011, is made and entered into by and among Seitel, Inc., a Delaware corporation ("Seitel"), Seitel Holdings, Inc., a Delaware corporation ("Parent" and, together with Seitel, the "Companies" and each a "Company"), ValueAct Capital Management, L.P., a Delaware limited partnership ("ValueAct Capital"), and Centerbridge Advisors II, L.L.C., a Delaware limited liability company ("Centerbridge Advisors" and, together with ValueAct Capital, the "Advisors" and each an "Advisor").

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