0001193125-04-216793 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2004 • Seitel Management, Inc. • Oil & gas field exploration services • Texas

AGREEMENT made and entered into as of December 15, 2004, by and between SEITEL INC., a Delaware corporation (together with its successors and assigns, the “Company”), and Robert D. Monson (the “Executive”).

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EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • December 21st, 2004 • Seitel Management, Inc. • Oil & gas field exploration services • New York

THIS EXCHANGE AGENT AGREEMENT (this “Agreement”) is made and entered into as of December , 2004, by and between Seitel, Inc., a Delaware corporation (the “Issuer”), and LaSalle Bank National Association, a national banking association, as exchange agent (the ”Exchange Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 21st, 2004 • Seitel Management, Inc. • Oil & gas field exploration services • New York

This REGISTRATION RIGHTS AGREEMENT is dated as of July 2, 2004, by and between Seitel, Inc, a Delaware corporation (the “Company”), Mellon HBV Alternative Strategies LLC (“HBV”), a Delaware limited liability company, acting on behalf of itself and certain affiliated funds and accounts managed by it whose names are set forth on Schedule 1 hereto (each sometimes referred to herein as an “Investor”, or collectively as, the “Investors”).

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