To: Don Earl who wrote (420 ) 5/4/2002 12:11:06 PM From: Don Earl Respond to of 427 From the PR: <<<The Company's outside auditors have advised that unless the Company successfully cures the non-compliance through amendments to the covenants, the auditors will include "going concern" qualification of any future report that they may be called upon to issue. Failure to obtain such waivers and amendments in addition to an election by the lenders to accelerate the debt could cause substantial liquidity problems for the Company.>>> and: <<<The 10-K amendments also state that due to increased interest expense and decreased revenues in the first quarter of 2002, the Company will not be in compliance with various covenants under its Senior Note Agreements, including coverage ratios, as of March 31, 2002.>>> and: <<<following its consultations with the SEC Staff during April 2002, the Company explains that its previously announced restatement of revenues in relation to certain seismic data access and license agreements is based on SAB 101>>> The translation is Seitel was investigated by the SEC for making false statements in press releases and are being forced to disclose just how bad things really are. The SEC is NOT a consulting service. They don't offer suggestions, they regulate and enforce. Previously Seitel had stated the accounting change was something they did to give more transparency to their reports. It wasn't true. They've been in violation of securities regulations for 7 quarters are were forced to restate the results to become compliant with generally accepted accounting principals. They also stated they had obtained waivers on the note covenants, but failed to disclose that Q1 was such a total disaster that they were still in default on the note agreements, even with the waivers. A "going concern" qualification by the auditors means the company is on the verge of bankruptcy. Have a look at the covenants on the Senior Notes. Once a condition of default exists, any holder of the notes may demand payment in full. Do you think the note holders are going to sit back and watch while officers of the company take out multi million dollar loans, and pass out million dollar bonuses to each other while the company is falling apart? Or do you think the note holders will demand payment in full before insiders steal what little is left in the way of assets? The note holders have already given them a break once this year, how many times are they going to fall for Frame's con jobs before at least some of them wise up enough to ask for their money? The crooks and deadbeats at Seitel have decimated every publicly held company any of them have ever been associated with. Seitel is just the last in a long line of scams to fleece thousands of shareholders and creditors. So while Frame is getting high in his 4 million dollar house, while trying to decide which Ferarri to drive to the Waldorf, he'll be laughing his head off at the latest group of suckers to fall for his lies. Even when they pretend to come clean, they're still playing games. They've issued two amendments to the 10K and two 8Ks since April Fool's day, but the filing referenced in the press release hasn't hit Edgar yet. I wonder how many investors will try to pull up the filings and assume the disclosures referenced in the PR are the inconsequential items Seitel has been flooding Edgar with all month.