EXHIBIT 10.40
RATABLE NOTE
$35,000,000 March 16, 1998
Seitel, Inc., a Delaware corporation (the "Borrower"), promises to pay
to the order of BANK ONE, TEXAS, N.A. (the "Lender") the lesser of the principal
sum of Thirty-five Million and 00/100 Dollars or the aggregate unpaid principal
amount of all Ratable Loans made by the Lender to the Borrower pursuant to
Section 2.4 of the Agreement (as hereinafter defined), in immediately available
funds at the main office of The First National Bank of Chicago in Chicago,
Illinois, as Agent, together with interest on the unpaid principal amount hereof
at the rates and on the dates set forth in the Agreement. The Borrower shall pay
the principal of and accrued and unpaid interest on the Ratable Loans in full on
the Facility Termination Date.
The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Ratable Loan and the date and amount of each
principal payment hereunder, provided that the failure by the Lender to so
record or any mistake in so recording shall not affect the obligations of the
Borrower hereunder.
This Ratable Note is one of the Notes issued pursuant to, and is
subject to the terms of and entitled to the benefits of, the Revolving Credit
Agreement dated as of July 22, 1996 (which, as it may be amended or modified and
in effect from time to time, is herein called the "Agreement"), among the
Borrower, the lenders party thereto, including the Lender, and The First
National Bank of Chicago, as Agent, to which Agreement reference is hereby made
for a statement of the terms and conditions governing this Ratable Note,
including the terms and conditions under which this Ratable Note may be prepaid
or its maturity date accelerated. This Ratable Note is guaranteed pursuant to
the Subsidiary Guaranty, all as more specifically described in the Agreement,
and reference is made thereto for a statement of the terms and provisions
thereof. Capitalized terms used herein and not otherwise defined herein are used
with the meanings attributed to them in the Agreement.
THIS RATABLE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
SEITEL, INC.
By: /s/Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Sr. Vice President
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