FIRST AMENDMENT TO RESTATED CREDIT AND SECURITY AGREEMENT
This First Amendment to Restated Credit and Security Agreement (this
"First Amendment") is made and entered into as of the 14th day of September,
1995, by and among SEITEL, INC., a Delaware corporation ("Seitel"), SEITEL DATA
CORP., a Delaware corporation ("Data"), SEITEL GEOPHYSICAL, INC., a Delaware
corporation ("Geophysical"), SEITEL OFFSHORE CORP., a Delaware corporation
("Offshore"), and EXSOL, INC., a Delaware corporation (collectively with Seitel,
Data, Geophysical, and Offshore, "Borrowers"); BANK ONE, TEXAS, NATIONAL
ASSOCIATION, a national banking association ("Bank One"); and COMPASS
BANK-HOUSTON, a Texas state chartered banking institution (collectively with
Bank One, "Banks").
W I T N E S S E T H :
WHEREAS, pursuant to that certain Restated Credit and Security
Agreement dated as of December 31, 1994 (the "Loan Agreement"), Banks agreed to
make certain loans to Borrowers upon the terms and conditions therein contained;
and
WHEREAS, the parties hereto desire to modify and amend certain terms
and provisions of the Loan Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrowers and Banks agree as
follows:
1. Amendments to Loan Agreement. The Loan Agreement is modified
and amended as follows:
1.1 The definition assigned to "Tangible Net Worth" in
Section 1 of the Loan Agreement is deleted in its
entirety and the following is substituted in place
thereof:
"Tangible Net Worth" shall mean (a) Seitel's consolidated Net
Worth, plus (b) the Subordinated Debt, less (c) the sum of (i)
any and all unconsolidated loans and other advances to
Affiliates, (ii) unconsolidated notes, notes receivable,
accounts, accounts receivable, inter-company receivables, and
other amounts owing from Affiliates, (iii) treasury stock,
goodwill, trademarks, trade names, franchise, or license
agreements, patents, and deferred charges, (iv) any and all
other intangible assets, and (v) the tangible net worth of DDD
Energy, Inc.
1.2 The first sentence of Section 3.19 of the Loan
Agreement is deleted in its entirety and the following
is substituted in place thereof:
Anything herein to the contrary notwithstanding, no more than
five separate Loans shall be outstanding at any one time,
with, for purposes of this Section, all Floating Rate Loans
constituting one Loan, and all LIBO Rate Loans for the same
Interest Period constituting one Loan.
1.3 Section 8.1(k) of the Loan Agreement is deleted in its
entirety and the following is substituted in place
thereof:
Permit at any time on or after June 30, 1995, Seitel's
Consolidated Tangible Net Worth, tested as of the end of each
calendar quarter, to be less than an amount equal to (i) the
sum of $110,000,000.00, plus 50% of positive Net Income earned
in each quarter subsequent to June 30, 1995, plus 100% of all
equity raised by Seitel subsequent to June 30, 1995, minus
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(ii) 100% of all principal payments made on the Subordinated
Debt subsequent to June 30, 1995.
1.4 Section 8.1(l) of the Loan Agreement is deleted in its
entirety and the following is substituted in place
thereof:
Permit Seitel or any of its Subsidiaries (other than to DDD
Energy, Inc.) to borrow any money, or otherwise incur any
additional indebtedness of any kind, except for:
(i) trade credit on open account in the
ordinary course of business;
(ii) obligations relating to Seitel's Guaranty
of DDD Energy, Inc.'s obligations under
the DDD Credit Agreement;
(iii) intercompany loans to the extent permitted
in accordance with the terms and
provisions of Section 8.1(o);
(iv) in addition to indebtedness otherwise
permitted in any other subsection hereof,
indebtedness not to exceed $1,000,000.00,
in the aggregate annually;
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(v) obligations relating to Seitel's guaranty
of obligations incurred by DDD Energy,
Inc. in the acquisition of up to $350,000
worth of computer work stations and
related equipment to be purchased or
leased by DDD Energy, Inc. within six
months after the Closing Date; and
(vi) a three year $400,000.00 loan incurred by
Seitel for a promotional bus, as disclosed
to Banks in writing.
Without limiting the foregoing, none of Borrowers
(individually or collectively) will obtain any loans in
addition to the Revolving Line and the Geophysical Loan (as
each may be amended or refinanced) from either Bank without
the express written consent of the other Bank. Except pursuant
to the terms of the Seitel Geophysical Guaranty and the Seitel
DDD Guaranty, and except for the limited guaranty entered into
by Seitel in connection with the Opseis Eagle Lease (as such
term is defined in subsection (g) of the definition of
Permitted Liens) and other guaranties entered into by Seitel
in the ordinary course of business in favor of unrelated third
parties to guarantee the contractual obligations (excluding
the obligations to pay or repay borrowed funds or capital
lease obligations) of its Subsidiaries, none of Borrowers
(individually or collectively) shall guarantee any
indebtedness of any other Person;
1.5 Exhibit "B" to the Loan Agreement is deleted in its
entirety and is replaced with the Exhibit "B" attached
to this First Amendment.
1.6 Exhibit "J" to the Loan Agreement is deleted in its
entirety and is replaced with the Exhibit "J" attached
to this First Amendment.
2. Lien Continuation. The liens and security interests granted in the
Prior Security Agreements and in the Loan Agreement are hereby renewed,
extended, ratified, and confirmed by the parties thereto as continuing to secure
the payment of the indebtedness evidenced by the Notes, together with all of the
other Liabilities. Nothing herein shall in any manner diminish, impair, or
extinguish any of the indebtedness evidenced by the Notes or any of the liens
and security interests heretofore or hereafter securing such indebtedness. The
liens granted in the Prior Security Agreements are not waived. Borrowers ratify
and
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acknowledge the Prior Security Agreements and the Loan Agreement (as hereby
amended) as valid, subsisting, and enforceable and agrees that the indebtedness
evidenced by the Notes is just, due, owing, and unpaid, as stated in the Loan
Agreement, and is subject to no offsets, deductions, credits, charges, or claims
of whatsoever kind or character, and further agrees that all offsets, credits,
charges, and claims of whatsoever kind or character are fully settled and
satisfied. To the extent of any conflict between the Notes, or any of the other
Prior Security Agreements, and the Loan Agreement, as amended hereby, the Loan
Agreement, as amended hereby, shall control.
3. Defined Terms. Words and terms used herein which are defined in the
Loan Agreement are used herein as defined therein, except as specifically
modified by the terms of this First Amendment. Terms used in this First
Amendment which are not defined in the Loan Agreement are used therein, as
herein defined.
4. NO CONTROL BY BANK. BORROWERS AGREE AND ACKNOWLEDGE THAT ALL OF THE
COVENANTS AND AGREEMENTS PROVIDED FOR AND MADE BY BORROWERS IN THIS FIRST
AMENDMENT, THE LOAN AGREEMENT, AND IN THE OTHER LOAN DOCUMENTS ARE THE RESULT OF
EXTENSIVE AND ARMS-LENGTH NEGOTIATIONS AMONG BORROWERS AND BANKS. BANKS' RIGHTS
AND REMEDIES PROVIDED FOR IN THE LOAN AGREEMENT AND IN THE OTHER LOAN DOCUMENTS
ARE INTENDED TO PROVIDE BANKS WITH A RIGHT TO OVERSEE BORROWERS' ACTIVITIES AS
THEY RELATE TO THE LOAN TRANSACTIONS PROVIDED FOR IN THE LOAN AGREEMENT, WHICH
RIGHT IS BASED ON BANKS' VESTED INTEREST IN BORROWERS' ABILITY TO PAY THE NOTES
AND PERFORM THE OTHER LIABILITIES. NONE OF THE COVENANTS OR OTHER PROVISIONS
CONTAINED IN THE LOAN AGREEMENT SHALL, OR SHALL BE DEEMED TO, GIVE BANKS THE
RIGHT OR POWER TO EXERCISE CONTROL OVER, OR OTHERWISE IMPAIR, THE DAY-TO-DAY
AFFAIRS, OPERATIONS, AND MANAGEMENT OF BORROWERS; PROVIDED THAT IF EITHER BANK
BECOMES THE OWNER OF ANY STOCK OF ANY ENTITY, WHICH ENTITY OWNS AN INTEREST IN
ANY BORROWER, WHETHER THROUGH FORECLOSURE OR OTHERWISE, BANK THEREAFTER SHALL BE
ENTITLED TO EXERCISE SUCH LEGAL RIGHTS AS IT MAY HAVE BY BEING A SHAREHOLDER OF
SUCH ENTITY.
5. Representations and Warranties. The representations and warranties
made by Borrowers in Section 4 of the Loan Agreement are true and correct as of
the date of this First Amendment, except that, with respect to the
representation and warranty contained in Section 4.1(aa) of the Loan Agreement,
Geophysical has filed suit against ▇▇▇▇▇▇▇▇▇ Petroleum Corporation
("▇▇▇▇▇▇▇▇▇"), a former customer of Geophysical, to collect certain amounts owed
to Geophysical by ▇▇▇▇▇▇▇▇▇. Geophysical believes this dispute will result in
▇▇▇▇▇▇▇▇▇ not using Geophysical's services in the future. Geophysical does not
believe the loss of ▇▇▇▇▇▇▇▇▇ as a customer will have a material adverse effect
on Geophysical's business.
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6. Miscellaneous.
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6.1 Governing Law. THE TERMS AND CONDITIONS OF THIS FIRST
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS AND OF THE UNITED STATES OF AMERICA APPLICABLE TO TRANSACTIONS
WITHIN THE STATE OF TEXAS.
6.2 Counterparts. This First Amendment may be executed in two
or more counterparts, and it shall not be necessary that the signatures of all
parties hereto be contained on any one counterpart hereof. Each counterpart
shall be deemed an original, but all such counterparts taken together shall
constitute one and the same instrument.
6.3 Preservation of the Loan Agreement. Except as specifically
modified by the terms of this First Amendment, all of the terms, provisions,
covenants, warranties, and agreements contained in the Loan Agreement, and all
agreements executed in connection therewith, shall remain in full force and
effect and are hereby restated, affirmed, and made again as of the execution
date of this First Amendment.
6.4 Notice of Final Agreement. THE LOAN AGREEMENT, AS
AMENDED BY THIS FIRST AMENDMENT, REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN
THE PARTIES.
IN WITNESS WHEREOF, the parties have executed this First
Amendment as of the date first above written.
BORROWERS:
SEITEL, INC.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President of Finance,
Chief Financial Officer, Treasurer, and
Secretary
SEITEL DATA CORP.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary and Treasurer
SEITEL GEOPHYSICAL, INC.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary and Treasurer
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SEITEL OFFSHORE CORP.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary and Treasurer
EXSOL, INC.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary and Treasurer
BANKS:
BANK ONE, TEXAS, NATIONAL
ASSOCIATION
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice-President
COMPASS BANK - HOUSTON
By:/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice-President
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