LOAN AND SECURITY AGREEMENT

by and among

SEITEL, INC.

and

EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO

as Borrowers

and

WELLS FARGO FOOTHILL, INC.

as Lender

Dated as of April                     , 2004

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (this Agreement), is entered into as of the Closing Date (as defined in Section 1.1 hereof), by and among WELLS FARGO FOOTHILL, INC., a California corporation (Lender), SEITEL, INC., a Delaware corporation (Parent), and each of Parents Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a Borrower, and individually and collectively, jointly and severally, as the Borrowers).

The parties agree as follows:

1. DEFINITIONS AND CONSTRUCTION.

1.1 Definitions. As used in this Agreement, the following terms shall have the following definitions:

Account means an account (as that term is defined in the Code), and any and all supporting obligations in respect thereof.

Account Debtor means any Person who is obligated under, with respect to, or on account of, an Account, chattel paper, or a General Intangible.

ACH Transactions means any cash management or related services (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) provided by a Bank Product Provider for the account of Administrative Borrower or its Domestic Subsidiaries.

Additional Documents has the meaning set forth in Section 4.4(c).

Administrative Borrower has the meaning set forth in Section 16.11.

Advances has the meaning set forth in Section 2.1(a).

Affiliate means, as applied to any Person, any other Person who, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, control means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Stock, by contract, or otherwise; provided, however, that, for purposes of the definition of Eligible Accounts and Section 7.13 hereof: (a) any Person which owns directly or indirectly 10% or more of the Stock having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership or joint venture in which a Person is a partner or fifty percent (50%) or greater-in-interest joint venturer shall be deemed an Affiliate of such Person.

LOAN AND SECURITY AGREEMENT Page 1

Agreement has the meaning set forth in the preamble to this Agreement.

Assignee has the meaning set forth in Section 14.1(a).

Authorized Person means any officer or employee of Administrative Borrower.

Availability means, as of any date of determination, the amount that Borrowers are entitled to borrow as Advances hereunder (after giving effect to all then outstanding Obligations (other than Bank Product Obligations) and all sublimits and reserves then applicable hereunder).

Bank Product means any financial accommodation extended to Administrative Borrower or its Domestic Subsidiaries by a Bank Product Provider (other than pursuant to this Agreement) including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) transactions under Hedge Agreements.

Bank Product Agreements means those agreements entered into from time to time by Administrative Borrower or its Domestic Subsidiaries with a Bank Product Provider in connection with the obtaining of any of the Bank Products.

Bank Product Obligations means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by Administrative Borrower or its Domestic Subsidiaries to any Bank Product Provider pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that Administrative Borrower or its Domestic Subsidiaries are obligated to reimburse to Lender as a result of Lender purchasing participations from, or executing indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to Administrative Borrower or its Domestic Subsidiaries.

Bank Product Provider means Wells Fargo or any of its Affiliates.

Bank Product Reserve means, as of any date of determination, the amount of reserves that Lender has established (based upon the Bank Product Providers reasonable determination of the net credit exposure in respect of then extant Bank Products) in respect of Bank Products then provided or outstanding.

Bankruptcy Code means United States Bankruptcy Code, 11 U.S.C. 101, et seq., in effect as of the date hereof, together with all rules, regulations and interpretations thereunder or related thereto, as amended, modified, supplemented or recodified from time to time.

Bankruptcy Court means the United States Bankruptcy Court for the District of Delaware.

LOAN AND SECURITY AGREEMENT Page 2

Base LIBOR Rate means the rate per annum, determined by Lender in accordance with its customary procedures, and utilizing such electronic or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next 1/100%), to be the rate at which Dollar deposits (for delivery on the first day of the requested Interest Period) are offered to major banks in the London interbank market 2 Business Days prior to the commencement of the requested Interest Period, for a term and in an amount comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of an extant LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Administrative Borrower in accordance with this Agreement, which determination shall be conclusive in the absence of manifest error.

Base Rate means the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its prime rate, with the understanding that the prime rate is one of Wells Fargos base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate.

Base Rate Loan means the portion of the Advances that bears interest at a rate determined by reference to the Base Rate.

Base Rate Margin means, for each calendar month, the percentage points set forth below corresponding to the average daily balance of Advances during the immediately preceding calendar month, as determined by Lender:

Beneficial Ownership, and all expressions and terms correlative and analogous thereto, have the meanings ascribed thereto in Rule 13d-3 under the Exchange Act.

Benefit Plan means a defined benefit plan (as defined in Section 3(35) of ERISA) for which any Borrower or any Domestic Subsidiary or ERISA Affiliate of any Borrower has been an employer (as defined in Section 3(5) of ERISA) within the past six years.

Board of Directors means the board of directors (or comparable managers) of Parent or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

Books means all of Administrative Borrowers and its Domestic Subsidiaries now owned or hereafter acquired books and records, including all of their ledgers, Records indicating, summarizing, or evidencing their assets (including the Collateral) or liabilities, and all of Administrative Borrowers and its Domestic Subsidiaries Records relating to their business

LOAN AND SECURITY AGREEMENT Page 3

operations or financial condition, and all computer programs, disk or tape files, printouts, runs, or other computer prepared information.

Borrower and Borrowers have the respective meanings set forth in the preamble to this Agreement.

Borrower Collateral means all of each Borrowers now owned or hereafter acquired right, title, and interest in and to each of the following:

(a) all of its Accounts,

(b) all of its Books,

(c) all of its commercial tort claims,

(d) all of its Deposit Accounts,

(e) all of its Equipment,

(f) all of its General Intangibles,

(g) all of its Inventory,

(h) all of its Investment Property (including all of its securities and Securities Accounts),

(i) all of its Negotiable Collateral,

(j) money or other assets of such Borrower that now or hereafter come into the possession, custody, or control of the Lender, and

(k) all of the Proceeds of any of the foregoing.

Borrowing means a borrowing hereunder consisting of Advances.

Borrowing Base has the meaning set forth in Section 2.1(b).

Business Day means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of California, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term Business Day also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.

Capital Expenditures means, with respect to any Person for any period, the sum of (a) the aggregate of all expenditures by such Person and its Domestic Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, and (b) to the extent not covered by clause (a), the aggregate of all expenditures by such Person and its Domestic Subsidiaries during such period to

LOAN AND SECURITY AGREEMENT Page 4

acquire by purchase or otherwise the business or capitalized assets of, or the capital Stock of, any other Person.

Capital Lease means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

Capitalized Lease Obligation means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

Cash Equivalents means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poors Rating Group (S&P) or Moodys Investor Service, Inc. (Moodys), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1, from S&P or at least P-1 from Moodys, (d) certificates of deposit or bankers acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000, (e) demand Deposit Accounts maintained with any bank organized under the laws of the United States or any state thereof, and (f) Investments in money market funds established by Federally insured institutions or registered mutual funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (e) above.

Cash Management Account has the meaning set forth in Section 2.7(a).

Cash Management Agreements means those certain cash management agreements, in form and substance satisfactory to Lender in the exercise of its Permitted Discretion, each of which is among Administrative Borrower or one of its Domestic Subsidiaries, Lender, and one of the Cash Management Banks.

Cash Management Bank has the meaning set forth in Section 2.7(a).

Cash Operating Income means, for Borrowers on a consolidated basis (exclusive of amounts attributable to non-U.S. operations), cash revenue (derived primarily from seismic data acquisition revenue, cash library licensing revenue, and solutions revenue, as such components of cash revenue are identified, measured, and set forth in the financial statements delivered to Lender pursuant to Section 6.3, below), less cost of sales and selling, general and administrative expenses (in all cases, before depreciation and amortization expense, and further excluding the pre-petition restructuring charges that were included in selling, general, and administrative expenses in 2003), in each instance, determined in accordance with GAAP. For purpose of determining Cash Operating Income, the following sources of revenue specifically are excluded: (i) non-monetary seismic exchanges, (ii) selections of seismic data, and (iii) deferral of revenue.

LOAN AND SECURITY AGREEMENT Page 5

Change of Control means that (a) any person or group (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50.1%, or more, of the Stock of Parent having the right to vote for the election of members of the Board of Directors, or (b) a majority of the members of the Board of Directors do not constitute Continuing Directors, or (c) any Borrower ceases to own, directly or indirectly, and control that percentage of the outstanding Stock of each of its Domestic Subsidiaries, which owns assets in excess of $250,000, that such Borrower owns as of the Closing Date.

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