Under $10,000,000

Royal Bank of Canada

Oil & Gas Banking Centre

335 - 8^th Avenue S.W.

Calgary, Alberta T2P 1C9

Transit: 0599

Tel.: (403) 292-8953

Fax: (403) 292-3436

Olympic Seismic Ltd.

(the "Borrower")

SEIC Trust Administration, Ltd. (as sole trustee of,

and for an on behalf of, SEIC Business Trust) and

SEIC Holdings, Ltd.    

(the "Guarantors")

Royal Bank of Canada

(the "Bank")

(a)

RBP based loans ("RBP Loans");

(b)

Bankers' Acceptances ("BAs");

(c)

Letters of Credit ("LCs");

(d)

Letters of Guarantee ("LGs").

(a)

the aggregate Borrowings outstanding under the Credit Facility (including, without limitation, all LCs and LGs) must not exceed at any time 75% of Good Accounts Receivable of SEIC Trust Administration, Ltd. (in capacity as sole trustee of SEIC Business Trust), less Potential Prior-Ranking Claims relating to inventory or accounts (the "Borrowing Limit"):

(b)

the Credit Facility is made available at the sole discretion of the Bank and the Bank may cancel or restrict availability of any unutilized portion of the Credit Facility at any time and from time to time without notice or demand.

Facility (1)

RBP Loans:

RBP plus 1.75% per annum.

BAs:

RBPAF plus 1.40% per annum.

LCs:

fee to be quoted by the Bank at the time of issue of each LC.

LGs:

fee to be quoted by the Bank at the time of issue of each LG, subject to a minimum fee of $100.

(a)

is a credit, the Bank may apply, at any time in its discretion, the amount of such credit or part thereof, rounded to the nearest $5,000, as a repayment of Borrowings outstanding by way of RBP Loans under Facility (1), or

(b)

is a debit, the Bank may, subject to availability, make available a Borrowing by way of an RBP Loan under Facility (1) in an amount, rounded to the nearest $5,000, as is required to place the General Account at not less than a zero balance.

(a)

ea duly executed copy of this agreement;

(b)

the security described in paragraphs (a) though (f), inclusive, under the heading "Security", together with such certificates, authorizations, resolutions, collateral documentation and legal opinions as the Bank may require, including without limitation all matters described in paragraphs (g), (h) and (i) under the heading "Security".

(c)

written consent of all holders of series A, B, C, D, E, F, G, H and I senior notes issued under the note purchase agreements dated as of December 28, 1995, February 12, 1999 and October 15, 2001, as applicable (or such number thereof, holding such proportion of all outstanding Seitel, Inc. indebtedness held by all such noteholders, as may be required pursuant to the applicable documentation), to the execution and delivery by SEIC Partners Limited Partnership, by its general partner, SEIC, Inc., Seitel Management, Inc., Seitel Data, Ltd. ( a Texas limited partnership), by its general partner, Seitel Delaware, Inc., the Borrower and the Guarantors, of this letter agreement and the postponements of claim and a waiver of any default, event of default or termination event arising from the execution and delivery thereof under such note purchase agreements and any standstill agreement(s) relating thereto (collectively, the "Noteholder Documentation") to which Seit el, Inc. and such noteholders are a party, together with the opinion of counsel to such parties and the solicitors of Seitel, Inc. that all consents required to be obtained pursuant to the Noteholder Documentation have been obtained and that the execution and delivery of this letter agreement and such postponements of claim do not contravene or conflict with the Noteholder Documentation and such other opinions as the Bank may reasonably require;

(d)

written confirmation from Ernst & Young Inc., auditor of the Borrower and SEIC Business Trust, of the following:

(i)

the transfer of all of Olympic Seismic Ltd.'s seismic assets, data and related assets to SEIC Trust Administration, Ltd. as Trustee of SEIC Business Trust;

(ii)

that, to the best of their knowledge, such assets and data remain the property of SEIC Trust Administration, Ltd. as Trustee of SEIC Business Trust;

(iii)

that, to the best of their knowledge, SEIC Trust Administration, Ltd. is the legal owner and SEIC Business Trust is the beneficial owner of all accounts receivable arising from such data;

(e)

evidence of registration of the security described in paragraphs (a) through (c) inclusive, under the heading "Security", as necessary to perfect and maintain the security created thereby, including without limitation registration by the Bank or its agents of UCC-1 financing statements in Texas, USA against the Borrower, SEIC Business Trust, SEIC Trust Administration, Ltd. and SEIC Holdings, Ltd. in each case as a first registered charge, subject only to Permitted Liens, and such reports and legal opinions with respect thereto as the Bank may reasonably require; and

(f)

such financial and other information or documents relating to the Borrower or Guarantors as the Bank may reasonably require;

(a)

General security agreement on the Bank's form 923 signed by the Borrower constituting a first ranking security interest in all personal property and a first ranking floating charge on all real property of the Borrower (previously delivered);

(b)

Guarantee in an unlimited amount signed by SEIC Trust Administration, Ltd. (in its capacity as sole trustee of SEIC Business Trust), supported by a general security agreement on the Bank's form 923 constituting a first ranking security interest in all personal property and a first ranking floating charge on all real property of SEIC Trust Administration, Ltd.(in its capacity as sole trustee of SEIC Business Trust) and further supported by a legal opinion from Gowling Lafleur Henderson, LLP (previously delivered);

(c)

Guarantee in an unlimited amount signed by SEIC Holdings, Ltd., supported by a general security agreement on the Bank's form 923 constituting a first ranking security interest in all personal property and a first ranking floating charge on all real property of SEIC Holdings, Ltd. and further supported by a legal opinion from Gowling Lafleur Henderson, LLP and further supported by an agreement signed by the Borrower, SEIC Business Trust, SEIC Holdings, Ltd. and the Bank outlining the terms and conditions restricting the trust's amendment and/or termination (previously delivered);

(d)

Postponement of claim signed by SEIC Partners Limited Partnership, by its general partner, SEIC, Inc. in respect of the indebtedness of SEIC Trust Administration, Ltd. and SEIC Business Trust to such Person;

(e)

Postponement of claim signed by Seitel Management, Inc. in respect of the indebtedness of the Borrower to such Person;

(f)

Postponement of claim signed by Seitel Data, Ltd. (a Texas limited partnership) in respect of the indebtedness of the Borrower to such Person;

(g)

Legal opinions from the U.S. solicitors of SEIC, Inc., Seitel Management, Inc., Seitel Delaware, Inc., Seitel Data, Ltd. and SEIC Partners Limited Partnership; and;

(h)

Legal opinions from Alberta counsel to SEIC Partners Limited Partnership, the Borrower and the Guarantors;

(i)

Legal opinions of counsel to the Bank;

(a)

except for SEIC Business Trust, it is a corporation duly incorporated, validly existing and duly registered or qualified to carry on business in the Province of Alberta;

(b)

SEIC Business Trust is a trust duly formed under the laws of the Province of Alberta;

(c)

the execution, delivery and performance by it of this agreement have been duly authorized by all necessary actions and do not violate its constating documents or any applicable laws or agreements to which it is subject or by which it is bound;

(d)

it possesses all licenses, patents, trade marks, service marks and copyrights (collectively "Intellectual Property"), free from material restrictions, that are necessary for the ownership, maintenance and operation of its assets and businesses, except to the extent failure to possess any such Intellectual Property would not have a material adverse effect upon its financial condition or operations or its ability to perform its obligations under this agreement or any of the Bank's security, and it is not in violation of any rights of others with respect to any of the foregoing;

(e)

there is no claim, action, prosecution or other proceeding of any kind pending or, to the best of its knowledge, threatened against it or any of its assets or properties before any court or administrative agency which relates to any non-compliance with any Environmental Law or any Release from its lands of a Contaminant into the natural environment or which, if adversely determined, might have a material adverse effect upon its financial condition or operations or its ability to perform its obligations under this agreement or any of the Bank's security, and there are no circumstances of which it is aware which might give rise to any such proceeding which it has not fully disclosed to the Bank; and

(f)

no event has occurred which constitutes, or which, with notice, lapse of time, or both, would constitute, a breach of any covenant or other term or condition of this agreement or any security agreement given in connection therewith.

(i)

monthly Borrowing Limit Certificate, substantially in the form of Schedule "D", within 25 days of each month end;

(ii)

monthly aged list of accounts receivable for SEIC Trust Administration, Ltd., as sole trustee of SEIC Business Trust, and listing of Potential Prior-Ranking Claims, within 25 days of each month end;

(iii)

quarterly Compliance Certificate, substantially in the form of Schedule "E" within 45 days of each fiscal quarter end, certifying compliance with this agreement including the financial covenants set forth below;

(iv)

quarterly company prepared financial statements for each of the Borrower, SEIC Business Trust and (except to the extent that such would be identical to the quarterly financial statements submitted for the same quarter in respect of SEIC Business Trust) SEIC Trust Administration, Ltd., within 45 days of each fiscal quarter end;

(v)

quarterly company prepared consolidated financial statements for SEIC Holdings, Ltd., within 45 days of each fiscal quarter end;

(vi)

annual audited consolidated financial statements for SEIC Holdings, Ltd., within 120 days of each fiscal year end;

(vii)

annual review engagement financial statement for each of the Borrower, SEIC Business Trust , Seitel Solutions Canada, Ltd. and (except to the extent that such would be identical to the annual financial statements submitted for the same fiscal year in respect of SEIC Business Trust) SEIC Trust Administration, Ltd., within 120 days of each fiscal year end;

(viii)

annual consolidated business plan from SEIC Holdings, Ltd., prepared for the next following fiscal year, within 30 days of each fiscal year end; and

(ix)

such other financial and operating statements and reports as and when the Bank may reasonably require.

(a)

to pay all sums of money when due by it under this agreement;

(b)

to provide the Bank with prompt written notice of any event which constitutes, or which, with notice, lapse of time, or both, would constitute a breach of any covenant or other term or condition of this agreement;

(c)

to give the Bank 30 days prior written notice of any intended change in the ownership of its shares and not to consent to or facilitate a change in the ownership of its shares without the prior written consent of the Bank;

(d)

to keep its assets fully insured against such perils and in such manner as would be customarily insured by Persons carrying on a similar business or owning similar assets;

(e)

to file all material tax returns which are to be filed by it from time to time, to pay or make provision for payment of all taxes (including interest and penalties) and Potential Prior-Ranking Claims when due, and to provide adequate reserves for the payment of any tax, the payment of which is being contested;

(f)

to comply in all material respects with all applicable laws including, without limitation, all Environmental Laws;

(g)

except for Permitted Liens, not to, without the prior written consent of the Bank, grant, create, assume or suffer to exist any Lien affecting any of its properties, assets or other rights;

(h)

not to, without the prior written consent of the Bank, sell, transfer, convey, lease or otherwise dispose of any of its properties or assets other than in the ordinary course of business and on commercially reasonable terms;

(i)

not to, without the prior written consent of the Bank, guarantee or otherwise provide for, on a direct, indirect or contingent basis, the payment of any monies or performance of any obligations by any other Person, except as may be provided for herein;

(j)

not to, without the prior written consent of the Bank, merge, amalgamate, or otherwise enter into any other form of business combination with any other Person;

(k)

not to enter into any contract or arrangement with any associated or affiliated Person on terms less favourable to the Borrower or Guarantor, as applicable, than would reasonably be expected to be obtained in a contract or arrangement with an arm's length third party;

(l)

to provide the Bank with prompt written notice of any material non-compliance by the Borrower or any Guarantor with any Environmental Laws or any Release from the land of the Borrower or any Guarantor of a Contaminant into the natural environment and to indemnify and save harmless the Bank from all liability of loss as a result of an Environmental Activity or any non-compliance with any Environmental Law;

(m)

to permit the Bank or its representatives, from time to time during normal business hours and upon reasonable prior notice, to visit and inspect the Borrower's or any Guarantor's premises, properties and assets and examine and obtain copies of the Borrower's or any Guarantor's records and discuss the Borrower's or any Guarantor's affairs with the auditors, counsel and other professional advisers of the Borrower or any Guarantor; and

(n)

to cause the discharge of Alberta PPR Registration No. 93021734038 on or before February 7, 2003.

(a)

inchoate Liens created by any statute in respect of obligations not at the time overdue or in arrears; or which are overdue but are being diligently contested by the Borrower or the applicable Guarantor in good faith and on reasonable grounds, provided that appropriate reserves and additional security satisfactory to the Bank have been established and that, in the opinion of the Bank, the security, interest and risk of the Bank are not materially adversely affected thereby;

(b)

money deposited as security for Liens created by any statute, contracts, bids, tenders, surety or appeal bonds, costs of litigation when required by law, and public and statutory obligations in respect of obligations not at the time overdue or in arrears; or which are overdue but are being diligently contested by the Borrower or the applicable Guarantor in good faith and on reasonable grounds, provided that appropriate reserves and additional security satisfactory to the Bank have been established and that, in the opinion of the Bank, the security, interest and risk of the Bank are not materially adversely affected thereby;

(c)

warehousemen's, carriers', repairers' and similar Liens incurred in the ordinary course of business in respect of obligations not at the time overdue or in arrears; or which are overdue but are being diligently contested by the Borrower or the applicable Guarantor in good faith and on reasonable grounds, provided that appropriate reserves and additional security satisfactory to the Bank have been established and that, in the opinion of the Bank, the security, interest and risk of the Bank are not materially adversely affected thereby;

(d)

security given to a public utility or any municipality or government or to any statutory or public authority to secure obligations incurred to such utility, municipality, government or other authority in the ordinary course of business;

(e)

Liens arising from judgments or awards in respect of which an appeal or proceeding for review has been commenced and is being diligently pursued on reasonable grounds, a stay of execution pending such appeal or proceedings for review has been obtained and reserves satisfactory to the Bank have been established;

(f)

any mechanic's, labourer's, materialman's statutory or other similar Lien arising in the ordinary course of business or out of the construction or improvement of any lands or arising out of the furnishing of materials or supplies therefor, provided in respect of obligations not at the time overdue or in arrears; or which are overdue but are being diligently contested by the Borrower or the applicable Guarantor in good faith and on reasonable grounds, provided that appropriate reserves and additional security satisfactory to the Bank have been established and that, in the opinion of the Bank, the security, interest and risk of the Bank are not materially adversely affected thereby, provided that no notice thereof has been given and no other proceedings in respect thereof have been commenced;

(g)

title defects or irregularities which are of a minor nature and in the aggregate do not materially affect the value of such property or impair the use of such property for the purposes held by the owner or lessee thereof;

(h)

Rights of distress reserved under any lease prior to the exercise thereof;

(i)

Purchase-Money Security Interests incurred or assumed in connection with the purchase, leasing or acquisition of capital equipment, vehicles or office equipment in the ordinary course of business, provided that the aggregate amount of indebtedness of the Borrower and the Guarantors secured thereunder is not at any time outstanding in excess of $100,000 in the aggregate and that no security interest is granted except in the assets acquired with the proceeds of such purchase money financing;

(j)

the Liens registered under the Alberta Personal Property Registry against Olympic Seismic Ltd. as 93021734308 in favour of, inter alia, Compton Resources Corporation (until February 7, 2003 only) and as 0110102252 in favour of Apache Canada Ltd. and Fletcher Challenge Oil and Gas Inc.; and

(k)

the security;

Prior Notice

Under $10,000,000

By 10:00 a.m. on the day of Borrowing

(a)

BAs shall be issued and mature on a Business Day and shall be issued in minimum face amounts of $500,000 or such larger amount as is a whole multiple of $100,000 for terms of not less than 30 and not more than 180 days;

(b)

the Bank may, in its sole discretion, refuse to accept the Borrower's drafts or limit the amount of any BA issue at any time;

(c)

notwithstanding any other provision of this agreement, the Borrower shall indemnify the Bank against any loss, cost or expense incurred by the Bank if any BA is repaid, prepaid, converted or cancelled other than on the maturity date of such BA;

(d)

any BA issued under a term facility must have a maturity on or before the maturity date of the term facility, unless otherwise agreed by the Bank; and

(e)

prior to the issue of any BA the Borrower shall execute the Bank's standard form of undertaking and agreement in respect of BAs. If there is any inconsistency at any time between the terms of this agreement and the terms of the Bank's standard form of undertaking and agreement, the terms of this agreement shall govern.

(a)

each LC and LG shall expire on a Business Day and shall have a term of not more than 365 days;

(b)

at least 2 Business Days prior to the issue of an LC or LG, the Borrower shall execute a duly authorized application with respect to such LC or LG and each LC and LG shall be governed by the terms and conditions of the relevant application for such instrument;

(c)

an LC or LG may not be revoked prior to its expiry date unless the consent of the beneficiary of the LC or LG has been obtained; and

(d)

if there is any inconsistency at any time between the terms of this agreement and the terms of the application for LC or LG, the terms of the application for LC or LG shall govern.

1.

I am familiar with and have examined the provisions of the letter agreement (the "Agreement") dated October 31, 2002, between, inter alia, Olympic Seismic Ltd., as Borrower, and Royal Bank of Canada (the "Bank"), as the Bank, and have made reasonable investigations of corporate records and inquiries of other officers and senior personnel of the Borrower and the Trustee. Terms defined in the Agreement have the same meanings where used in this certificate.

2.

The Borrowing Limit is $______________, calculated as follows:

Total accounts receivables of SEIC Trust

$

____________

Administration, Ltd. (in its capacity as sole

trustee of SEIC Business Trust)

Less:

(a)

accounts, any portion of which exceeds 90 days

($

_____________)

(b)

accounts due from affiliates

($

_____________)

(c)

"Under 90 days" accounts where collection is suspect

($

_____________)

(d)

accounts subject to prior encumbrances

($

_____________)

(e)

Holdbacks, contra-accounts or rights of set-off

($

_____________)

(f)

other ineligible accounts

($

_____________)

Plus:

(g)

Under 90 day portion of accounts included

($

_____________)

in (a) above, which the Bank has designated

as nevertheless good

Good Accounts Receivable of SEIC Trust

A$

____________

Administration, Ltd. (in its capacity as sole

trustee of SEIC Business Trust)

Marginable accounts receivable at 75% of A

B$

____________

Less:

Potential Prior-Ranking claims relating to

C$

_____________

inventory and accounts

Borrowing Limit (B - C)

$

____________

Less:

Facility (1) Borrowings (including LCs and LGs)

($

_____________)

Margin Surplus (Deficit)

$

____________

3.

Annexed hereto are the following reports in respect of the Borrower:

(a)

aged list of accounts receivable,

(b)

listing of Potential Prior-Ranking Claims.

4.

The reports and information provided herewith are accurate and complete in all respects and all amounts certified as Potential Prior-Ranking Claims are complete and constitute current amounts owing and not in arrears.

Per:

________________________

Name:

Title:

1.

I am familiar with and have examined the provisions of the letter agreement (the "Agreement") dated October 31, 2002, between Olympic Seismic Ltd., as Borrower, and Royal Bank of Canada (the "Bank"), as the Bank, and have made reasonable investigations of corporate records and inquiries of other officers and senior personnel of the Borrower and the Guarantors. Terms defined in the Agreement have the same meanings when used in this certificate.

2.

The representations and warranties contained in the Agreement are true and correct.

3.

No event or circumstance has occurred which constitutes or which, with the giving of notice, lapse of time, or both, would constitute a breach of any covenant or other term or condition of the Agreement and there is no reason to believe that during the next fiscal quarter of the Borrower, any such event or circumstance will occur.

4.

Financial Assistance to Seitel Solutions Canada, Ltd. was $___________ not exceeding the maximum $__________ in the fiscal quarter ended as of the date set forth above (not to exceed $400,000 for the last fiscal quarter of the 2002 fiscal year or $200,000 for any fiscal quarter thereafter, as applicable).

5.

Financial statements for SEIC Trust Administration, Ltd. for the fiscal [quarter/year] ended as at the date set out above, if prepared, would be identical to the financial statements submitted to the Bank for SEIC Business Trust in respect of the fiscal [quarter/year] ended as at the date set out above.

Per:

___________________________________

Name:

___________________________________

Title:

___________________________________