FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.3

FIRST AMENDMENT TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

            This FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this " Amendment "), is dated as of December 24, 2008 , by and between WELLS FARGO FOOTHILL, INC., a California corporation (" Lender "), SEITEL, INC., a Delaware corporation (" Parent "), and each of Parent's Subsidiaries identified on the signature pages to the Loan Agreement, as defined below (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a " Borrower ", and individually and collectively, jointly and severally, as the " Borrowers ").

WITNESSETH :

            WHEREAS, Borrowers and Lender entered into that certain Amended and Restated Loan and Security Agreement, dated as of February 14, 2007 (as amended, restated, supplemented or otherwise modified through the date hereof, the " Loan Agreement ");

            WHEREAS, Borrowers have requested that the Lender modify a certain financial covenant, as more fully set forth herein; and

            WHEREAS, Lender is willing to modify the financial covenant, subject to the terms hereof;

            NOW THEREFORE, in consideration of the premises and of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

            SECTION 1.  Defined Terms .  Unless otherwise defined herein, all capitalized terms used herein have the meanings assigned to such terms in the Loan Agreement, as amended hereby.

SECTION 2.  Amendments .  Upon the First Amendment Effective Date (as hereinafter defined), the Loan Agreement shall be amended as follows:

(a)        Section 7.17(a) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

"(a)      Minimum Cash Margin .  On each quarter-end date set forth, or referred to, in the table attached hereto as Schedule 7.17(a) , fail to maintain or achieve a Cash Margin for the trailing twelve-month period ending on such quarter-end date, of at least the amount set forth in the table attached hereto as Schedule 7.17(a) for such measurement date."

            (b)        Schedule 7.17(a) attached to the Loan Agreement is hereby deleted in its entirety and replaced with the revised Schedule 7.17(a) attached to this Amendment.

SECTION 3.   Representations, Warranties and Covenants of the Borrowers .  Each of the Borrowers represents and warrants to Lender and agrees that:

(a)        the representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Loan Documents are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date and (ii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Loan Document), or as otherwise specifically permitted by the Lender;

(b)        on the First Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing;

(c)        the execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of, and duly executed and delivered by each of the Borrowers, and this Amendment is a legal, valid and binding obligation of each of the Borrowers enforceable against any Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and

(d)        the execution, delivery and performance of this Amendment do not conflict with or result in a breach by any of the Borrowers of any term of any material contract, loan agreement, indenture or other agreement or instrument to which such Borrower is a party or is subject.

SECTION 4.   Conditions Precedent to Effectiveness of Amendment .  This Amendment shall become effective as of December 24, 2008 (the " First Amendment Effective Date "), upon satisfaction of each of the following conditions:

            (a)        The Borrowers and Lender shal