EXHIBIT 10.5
<PAGE>
June 26, 2000
Mr. David Lawi
3 Ramapo Trail
Harrison, New York 10528
Re: Promissory Note dated October 2, 1998 in the original amount of
$773,437.50
Dear Mr. Lawi,
On the date hereof, the Company has entered into an Employment Agreement
Amendment No. 2 (the "Employment Agreement Amendment") with you pursuant to
which we have agreed to change the payment terms of that certain promissory note
(the "Note") dated October 2, 1998 in the original amount of $773,437.50 made by
you payable to the order of Seitel, Inc. (the "Company") as set forth herein.
Also pursuant to the Employment Agreement Amendment, we have agreed to release
the existing security for the Note (75,000 shares of common stock of the
Company) and to take in exchange for such security a contractual right of setoff
as described in Section 8 of the Employment Agreement Amendment. As of the date
hereof, the balance due on the Note was $665,778 (including interest accrued to
such date). This letter will serve as the formal amendment of the payment terms
of the Note and the release of such pledged stock as security for the Note.
Upon your acceptance of the terms of this letter, the payment terms of the
Note shall be as follows:
$65,778 of principal and all accrued and unpaid interest shall be due
and payable to the Company on January 2, 2001;
A payment of all accrued and unpaid interest shall be due and payable
on January 2, 2002;
$400,000 of principal and all accrued and unpaid interest shall be due
and payable to the Company on January 2, 2003; and
The Note shall mature on January 2, 2004, when the entire balance of
principal and accrued and unpaid interest shall be due and payable.
You hereby reaffirm the contractual right of offset set forth in Section 8
of the Employment Agreement Amendment, and agree that the Company may withhold
from amounts due to you under your employment agreement all amounts due under
the Note.
Upon your acceptance of the terms of this letter, the Company will release
the pledge of the 75,000 shares of Company common stock evidenced by the Pledge
Agreement dated October 2, 1998 previously granted as security for the Note. The
Company will promptly deliver the original share certificate evidencing such
shares to you.
Except as amended hereby, all of the provisions of the Note shall remain in
full force and effect.
Please sign a copy of this letter in the space provided and return the
original signed copy to the Company to evidence your agreement to the terms set
forth in this letter.
Seitel, Inc.
By: /s/ Paul A. Frame
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Paul A. Frame, President
Accepted and Agreed this 26th day of June, 2000
/s/ David S. Lawi
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DAVID S. LAWI
