0001193125-09-259176 Sample Contracts

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • December 23rd, 2009 • Seitel Inc • Oil & gas field exploration services • New York

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated December 22, 2009, is made by the Person listed on the signature pages hereof (collectively, the “Grantors”) in favor of ValueAct Capital Management, L.P. (“VAC”), as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

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CREDIT AGREEMENT Dated as of December 22, 2009 among SEITEL, INC., as Borrower, VALUEACT CAPITAL MANAGEMENT, L.P., as Administrative Agent, and The Lenders Party Hereto
Credit Agreement • December 23rd, 2009 • Seitel Inc • Oil & gas field exploration services • New York

This CREDIT AGREEMENT is entered into as of December 22, 2009, among SEITEL, INC., a Delaware corporation (the “Borrower”), each Lender (as such term is defined below) from time to time party hereto, and VALUEACT CAPITAL MANAGEMENT, L.P., as Administrative Agent.

SECURITY AGREEMENT Dated December 22, 2009 From The Grantors referred to herein as Grantors to VALUEACT CAPITAL MANAGEMENT, L.P. as Collateral Agent
Security Agreement • December 23rd, 2009 • Seitel Inc • Oil & gas field exploration services • New York

SECURITY AGREEMENT dated December 22, 2009 made by Seitel, Inc., a Delaware corporation (the “Borrower”) and the other Persons listed on the signature pages hereof (the Borrower and the Persons so listed being, collectively, the “Grantors”), to ValueAct Capital Management, L.P., as collateral agent together with any successor collateral agent appointed pursuant to Article IX of the Credit Agreement (as hereinafter defined), the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement).

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