SEITEL, INC., as Issuer, the GUARANTORS named herein, as Guarantors, and LASALLE BANK NATIONAL ASSOCIATION, as TrusteeIndenture • July 25th, 2007 • Matrix Geophysical, Inc. • Oil & gas field exploration services • New York
INDENTURE dated as of February 14, 2007 among Seitel, Inc., a Delaware corporation (the “Issuer”), and each of the Guarantors named herein, as Guarantors, and LaSalle Bank National Association, as Trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT Dated as of February 14, 2007 By and Among SEITEL, INC., the GUARANTORS named herein and MORGAN STANLEY & CO. INCORPORATED DEUTSCHE BANK SECURITIES INC. UBS SECURITIES LLC as Placement Agents 9.75% Senior Notes due 2014Registration Rights Agreement • July 25th, 2007 • Matrix Geophysical, Inc. • Oil & gas field exploration services • New York
This Registration Rights Agreement (this “Agreement”) is dated as of February 14, 2007, by and among SEITEL, INC, a Delaware corporation (the “Company”), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the “Issuers”), on the one hand, and MORGAN STANLEY & CO. INCORPORATED, DEUTSCHE BANK SECURITIES INC. and UBS SECURITIES LLC (the “Placement Agents”), on the other hand.
EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2007 • Matrix Geophysical, Inc. • Oil & gas field exploration services • Texas
WHEREAS, pursuant to an AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”), dated as of October 31, 2006, by and among SEITEL HOLDINGS, LLC, a Delaware limited liability company (“Parent”); the Parent is expected to be converted to a Delaware corporation concurrently with the completion of the Merger, SEITEL ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and SEITEL, INC., a Delaware corporation, the Merger Sub will be merged with and into the Company as of the Effective Time (as defined in the Merger Agreement) with the Company remaining as the surviving corporation, whereby generally shares of the common stock, par value $.01 per share, of the Company (the “Common Stock”) will, upon the terms and subject to the conditions set forth in the Merger Agreement, be converted into the right to receive cash; and
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 25th, 2007 • Matrix Geophysical, Inc. • Oil & gas field exploration services • Delaware
THIS IS A STOCK PURCHASE AGREEMENT, dated as of February 16, 2007 (the “Agreement”), among ValueAct Capital Master Fund, L.P. (“ValueAct Capital”) and the parties listed on the signature pages hereto as “Management Investors” (such individuals, the “Management Investors,” and each such party, a “Management Investor”).
SEITEL HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • July 25th, 2007 • Matrix Geophysical, Inc. • Oil & gas field exploration services • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of , between Seitel Holdings, Inc., a Delaware corporation (the “Company”), and (“Participant”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among SEITEL, INC. and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO, as Borrowers, and WELLS FARGO FOOTHILL, INC., as Lender February 14, 2007Loan and Security Agreement • July 25th, 2007 • Matrix Geophysical, Inc. • Oil & gas field exploration services • New York
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of the Closing Date (as defined in Section 1.1 hereof), by and among WELLS FARGO FOOTHILL, INC., a California corporation (“Lender”), SEITEL, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
EXCHANGE AGREEMENTExchange Agreement • July 25th, 2007 • Matrix Geophysical, Inc. • Oil & gas field exploration services • Delaware
THIS IS AN EXCHANGE AGREEMENT, dated as of January 8, 2007 (the “Agreement”), among Seitel Holdings, LLC, a Delaware limited liability company (the “Company”), the individuals listed on the signature pages hereto as “Management Investors” (such individuals, the “Management Investors,” and each such individual, a “Management Investor”).
JOINDER TO SECURITIES HOLDERS AGREEMENT AND REGISTRATION RIGHTS AGREEMENTSecurities Holders Agreement • July 25th, 2007 • Matrix Geophysical, Inc. • Oil & gas field exploration services
In connection with each of the undersigned’s entry into the Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), among each of the undersigned and ValueAct Capital Master Fund, L.P. (“ValueAct Capital”) and the receipt of the shares of common stock of Seitel Holdings, Inc., a Delaware corporation formerly known as Seitel Holdings, LLC (the “Company”), par value $0.001 per share (the “Common Stock”) pursuant thereto, each of the undersigned hereby covenants and agrees that:
JOINDER TO SECURITIES HOLDERS AGREEMENT AND REGISTRATION RIGHTS AGREEMENTSecurities Holders Agreement • July 25th, 2007 • Matrix Geophysical, Inc. • Oil & gas field exploration services
In connection with each of the undersigned’s entry into the Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), among each of the undersigned and ValueAct Capital Master Fund, L.P. (“ValueAct Capital”) and the receipt of the shares of common stock of the Company, par value $0.001 per share (the “Common Stock”) pursuant thereto, each of the undersigned hereby covenants and agrees that:
SECURITIES HOLDERS AGREEMENT by and among SEITEL HOLDINGS, LLC, VALUEACT CAPITAL MASTER FUND, L.P. AND THE MANAGEMENT INVESTORS IDENTIFIED HEREIN Dated as of January 8, 2007Securities Holders Agreement • July 25th, 2007 • Matrix Geophysical, Inc. • Oil & gas field exploration services • Delaware
THIS IS A SECURITIES HOLDERS AGREEMENT, dated as of January 8, 2007 (the “Agreement”), by and among Seitel Holdings, LLC, a Delaware limited liability company (the “Company”), ValueAct Capital Master Fund, L.P., a British Virgin Islands limited partnership (“ValueAct Capital”), and the individuals listed on the signature pages hereto as “Management Investors” (such individuals, the “Management Investors,” and each such individual, a , the “Management Investor”). ValueAct Capital and each of the Management Investors and any other investor in the Company who becomes a party to or agrees to be bound by this Agreement are sometimes referred to herein individually as an “Investor” and collectively as the “Investors.”
REGISTRATION RIGHTS AGREEMENT by and among SEITEL HOLDINGS, LLC, VALUEACT CAPITAL MASTER FUND, L.P., AND THE MANAGEMENT INVESTORS IDENTIFIED HEREIN DATED AS OF JANUARY 8, 2007Registration Rights Agreement • July 25th, 2007 • Matrix Geophysical, Inc. • Oil & gas field exploration services • Delaware
THIS IS A REGISTRATION RIGHTS AGREEMENT, dated as of January 8, 2007 (the “Agreement”), by and among Seitel Holdings, LLC, a Delaware limited liability company (the “Company”), ValueAct Capital Master Fund, L.P., a British Virgin Islands limited partnership (“ValueAct Capital”), and the individuals listed on the signature pages hereto as “Management Investors” (such individuals, the “Management Investors”). ValueAct Capital, the Management Investors and any other investor in the Company who becomes a party to or agrees to be bound by this Agreement, are sometimes referred to herein individually as an “Investor” and collectively as the “Investors.”
ADVISORY AGREEMENTAdvisory Agreement • July 25th, 2007 • Matrix Geophysical, Inc. • Oil & gas field exploration services • New York
This Advisory Agreement (this “Agreement”), dated as of January 30, 2007, is made and entered into by and among Seitel Acquisition Corp. (“Merger Sub”) and Seitel Holdings, LLC, a Delaware limited liability company (“Parent,” and Parent collectively with Merger Sub, the “Companies”), and ValueAct Capital Management, L.P., a Delaware limited partnership (“Advisor”).
