Third Standstill Agreement Sample Contracts

SECOND AMENDMENT TO THIRD STANDSTILL AGREEMENT
Third Standstill Agreement • April 11th, 2003 • Seitel Inc • Oil & gas field exploration services • New York

This SECOND AMENDMENT TO THIRD STANDSTILL AND AMENDMENT AGREEMENT (this "Amendment"), dated as of April 10, 2003, is among SEITEL, INC. (the "Company"), a Delaware corporation, each of its subsidiaries (whether direct or indirect and whether or not wholly-owned, collectively, the "Subsidiaries"), and each of the Noteholders listed on the signature pages hereto. Capitalized terms have the respective meanings ascribed thereto in the Third Standstill Agreement (as defined below).

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THIRD AMENDMENT TO THIRD STANDSTILL AGREEMENT
Third Standstill Agreement • May 16th, 2003 • Seitel Inc • Oil & gas field exploration services • New York

This THIRD AMENDMENT TO THIRD STANDSTILL AND AMENDMENT AGREEMENT (this "Amendment"), dated as of May 15, 2003, is among SEITEL, INC. (the "Company"), a Delaware corporation, each of its subsidiaries (whether direct or indirect and whether or not wholly-owned, collectively, the "Subsidiaries"), and each of the Noteholders listed on the signature pages hereto. Capitalized terms have the respective meanings ascribed thereto in the Third Standstill Agreement (as defined below).

VERIZON COMMUNICATIONS INC. 1095 Avenue of the Americas October 11, 2002 New York, New York 10036 Genuity Inc. 225 Presidential Way Woburn, MA 01801 JP Morgan Chase Bank, as Agent, and each of the Lenders, as defined herein THIRD STANDSTILL AGREEMENT...
Third Standstill Agreement • November 14th, 2002 • Genuity Inc • Services-computer programming, data processing, etc.

Reference is made to: (i) the Credit Agreement, dated as of March 5, 2001 (as amended from time to time, the "Credit Agreement"), by and between Verizon Investments Inc., a Delaware corporation ("Verizon Investments") and Genuity Inc., a Delaware corporation ("Genuity"); (ii) the $2,000,000,000 Amended and Restated Credit Agreement , dated as of September 24, 2001 (as amended from time to time, the "Revolving Credit Agreement"), among Genuity, JP Morgan Chase Bank, as agent (the "Agent"), the lenders party thereto (the "Lenders") and the other parties party thereto; and (iii) Standstill Agreement No. 4, dated as of October 11, 2002 (as in effect on the date hereof, "Standstill Agreement No. 4"), between Genuity and the Lenders party thereto. Capitalized terms not otherwise defined herein shall have the meanings specified therefor in the Credit Agreement.

AMENDMENT TO THIRD STANDSTILL AGREEMENT
Third Standstill Agreement • March 4th, 2003 • Seitel Inc • Oil & gas field exploration services • New York

This AMENDMENT TO THIRD STANDSTILL AND AMENDMENT AGREEMENT (this "Amendment"), dated as of February 28, 2003, is among SEITEL, INC. (the "Company"), a Delaware corporation, each of its subsidiaries (whether direct or indirect and whether or not wholly-owned, collectively, the "Subsidiaries"), and each of the Noteholders listed on the signature pages hereto. Capitalized terms have the respective meanings ascribed thereto in the Third Standstill Agreement (as defined below).

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