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EXHIBIT 10.52
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this "Agreement") is effective the 30th
day of May, 1997, by and between Seitel, Inc., a Delaware corporation
("Seitel"), and Eagle Geophysical, Inc., a Delaware corporation and
wholly-owned indirect subsidiary of Seitel ("Eagle").
WHEREAS, Seitel owns eleven thousand seven hundred twenty-eight
(11,728) shares of the issued and outstanding ordinary shares of U.S. $0.001
(the "Shares") of Energy Research International, a Cayman Islands corporation
("ERI"), which shares constitute nineteen percent (19%) of the issued and
outstanding capital stock of ERI; and
WHEREAS, Seitel desires to contribute the Shares to Eagle as a capital
contribution;
NOW, THEREFORE, the parties hereto agree as follows:
1. Seitel hereby contributes, as of the effective date of this
Agreement, the Shares to Eagle as a capital contribution (the "Capital
Contribution").
2. Eagle, by its execution of this Agreement, acknowledges
receipt of the Capital Contribution.
3. Seitel hereby assigns to Eagle all of its rights under that
certain Stock Purchase Agreement dated July 3, 1996 among Xxxxxx, XXX and
others (the "Stock Purchase Agreement") and that certain Repurchase and Credit
Agreement dated November 15, 1996, between Seitel and ERI (the "Repurchase
Agreement"), excluding any rights relating to, including but not limited to the
right to receive payment under, that certain promissory note made by ERI and
payable to Seitel in the original principal amount of $2,679,040.00 dated
November 15, 1996 executed in connection with the Repurchase Agreement.
4. Eagle hereby assumes all of Seitel's obligations under the
Stock Purchase Agreement and the Repurchase Agreement, except for the
obligations of Seitel under the Registration Rights Agreement (as such term is
defined in the Stock Purchase Agreement).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.
SEITEL, INC.
By: /s/ Xxxx X. Frame
Xxxx X. Frame, President
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EAGLE GEOPHYSICAL, INC.
By: /s/ Xxx X. Xxxxxxxxx
Xxx X. Xxxxxxxxx, President