1
EXHIBIT 10.9.12
DATED 18th August 1994
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(1) SIMON-HORIZON LIMITED
(2) ROYAL BANK OF SCOTLAND
(INDUSTRIAL LEASING) LIMITED
(3) HORIZON EXPLORATION LIMITED
and
(4) SIMON ENGINEERING PLC
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QUADRIPARTITE AGREEMENT
in respect of the chartering of
M.V. "Simon Labrador" and the
leasing and sub-leasing of
certain seismic equipment
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1.
THIS AGREEMENT is made the 18th day of August 1994 BETWEEN:
1. SIMON-HORIZON LIMITED registered number 467924 whose registered office
is at Xxxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxx, Xxxx XX0 0XX ("Simon");
2. ROYAL BANK OF SCOTLAND (INDUSTRIAL LEASING) LIMITED whose registered
office is at 00 Xx. Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX, Xxxxxxxx (the
"Owner");
3. HORIZON EXPLORATION LIMITED whose registered office is at 0 Xxxxxxxx
Xxxx, Xxxxxxxxx, Xxxx XX00 0XX ("HEL"); and
4. SIMON ENGINEERING PLC whose registered office is at Xxxxx Xxxxx, Xxxx
Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxx XX0 ORJ (the "Guarantor").
WHEREAS:
(A) The Owner is the sole owner of all the shares in the seismic survey
vessel M.V. "Simon Labrador" (ex "Seaway Labrador") which is
registered in the name of the Owner under the Bahamian flag at the
port of Nassau Commonwealth of the Bahamas with official number 715224
(the "Vessel") subject to and with the benefit of a charterparty by
way of demise dated 20th December 1990 (together with an addendum
thereto dated 31st March 1992 called the "Head Charter") made between
(1) the Owner and (2) Simon under which the Owner has chartered the
Vessel to Simon for a primary period expiring on 1st April 2001 on the
terms and conditions therein contained.
(B) By a master lease dated 31st March 1992 (the "Head Master Lease") made
between (1) the Owner and (2) Simon and lease contracts bearing
numbers RS920/0017 and RS920/0022 also dated 31st March 1992 (the
"Head Leasing Contracts") made between (1) the Owner and (2) Simon,
the Owner leased to Simon certain assets and equipment the subject of
the Head Leasing Contracts (the "Goods") for use on board the Vessel
on the terms and conditions therein contained.
(C) Simon has requested the consent of the Owner pursuant to clause 12 of
the Head Charter to the sub-chartering of the Vessel to HEL and
pursuant to clause 8.01 of the Head Master Lease to the sub-leasing of
the Goods. HEL has also requested that it be appointed agent for the
sale of the Vessel and the Goods in the place of Simon which the Owner
and Simon have agreed to upon the terms hereof.
NOW IT IS HEREBY AGREED as follows:
1. Definitions
1.1 Words and expressions used herein shall have the same meanings as in
the Head Charter unless defined herein to the contrary or the context
otherwise requires. In addition the following expressions shall have
the following meanings:
"Cure Period" means, in respect of a Potential Termination
Event, any period of grace given by the Owner
to HEL in a Default Notice for the remedy of
such Potential Termination Event which period
shall be not less than the relevant period of
grace allowed by clause 24.2 of the Head
Charter and clause 14.02 of the Head Master
Lease for its remedy before the Default
constitutes a Termination Event, and in
respect of an Immediate Termination Event
means five (5) Banking Days (except in the
case of a Default in compliance with any
obligation to insure in which event the Cure
Period shall be one (1) Banking Day)
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2.
"Default" means an event or circumstance which
constitutes or which with the giving of
notice or the passage of time would
constitute a Termination Event
"Default Notice" means a notice from the Owner to Simon and
HEL referred to in clause 4.1 hereof and in
the form or substantially in the form of
Appendix 1 hereto
"Financial means any of the events or Termination Event"
circumstances described in sub-clauses (g),
(h), (i), (j), (k), (l), (m) and (n) of
clause 24 of the Head Charter and sub-clauses
(iii), (iv), (v), (vi) and (vii) of clause
14.02 of the Head Master Lease
"Head Lease Documents" means the Head Charter, the Head Master Lease
and the Head Leasing Contracts as amended
hereby and as the same may be further amended
from time to time
"HEL Guarantee" means a joint and several guarantee and
indemnity to be given by the HEL Guarantors
in favour of the Owner of the obligations of
HEL to the Owner pursuant to the Substituted
Leases in form and substance satisfactory to
the Owner
"HEL Guarantors" means Horizon Seismic Inc., and Exploration
Holdings Limited
"HEL Termination Event" means any of the events or circumstances more
particularly described in clause 24 of the
Sub-Demise Charter or clause 14 of the
Sub-Master Lease
"Immediate means an event or circumstance (other than a
Financial Termination Event" Termination
Event) which may be relied upon by the Owner
immediately upon its occurrence as
constituting a Termination Event
"Potential means an event or circumstance which upon the
expiry of Termination Event" any stated
period of grace would constitute a
Termination Event
"Security Assignment" means a security assignment of even date
herewith by Simon in favour of the Owner
under the terms of which Simon has assigned
its right, title and interest in and to the
Sub-Lease Documents and insurances relating
to the Ship and the Goods
"Simon Guarantees" means the guarantee dated 20th December 1990
given by the Guarantor in favour of the Owner
of Simon's obligations (inter alia) under the
Head Charter and the guarantee dated 31st
March 1992 given by the Guarantor in favour
of the Owner of Simon's obligations under the
Head Master Lease and the Head Leasing
Contracts;
"Sub-Demise Charter" means a sub-charter of the Ship by way of
demise between Simon and HEL dated 15th July
1994
"Sub-Lease Documents" means the Sub-Demise Charter, the Sub-Master
Lease and the Sub-Leasing Contracts
"Sub-Leasing Contracts" means sub-leases of the Goods between Simon
and HEL dated 15th July 1994 pursuant to the
Sub-Master Lease
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3.
"Sub-Master Lease" means a master lease of the Goods
between Simon and HEL dated 15th
July 1994
"Substitute Leases" means a demise charter of the Ship
and a lease of the Goods by the
Owner to HEL pursuant to clause 4.3
hereof;
"Termination Event" means any of the events or
circumstances described in clause 24
of the Head Charter or clause 14 of
the Head Master Lease
"Termination Sum" means at any relevant time the
amount calculated in accordance with
schedule 4 of the Head Charter (as
the same may have been or may be
substituted or amended from time to
time) in respect of the Ship and the
amount calculated in accordance with
clause 14.03 of the Head Master
Lease in respect of the Goods save
that in clause 6 hereof all
references to the Termination Sum
shall have the same meaning as in
the Head Charter.
2. Consent of Owner
The Owner hereby consents to the sub-demise chartering of the Ship by
Simon to HEL and the sub-leasing of the Goods by Simon to HEL in
accordance with the terms of the Sub-Lease Documents, such consent
being conditional upon receipt by the Owner of:
(i) the Security Assignment duly executed by Simon and all notices
consents and acknowledgements relating thereto;
(ii) the execution of this Agreement by Simon, HEL and the
Guarantor;
(iii) resolutions of the board of directors of Simon HEL and the
Guarantor approving the execution of this Agreement and of
Simon approving the execution of the Security Assignment;
(iv) evidence that all consents that may be required by Simon
pursuant to any other agreement to which Simon is a party have
been obtained; and
(v) reimbursement for all costs (including legal costs) and any
value added tax payable thereon incurred by the Owner in
connection with the granting of such consent and the
preparation and negotiation of all documents relating thereto
on a full and unqualified indemnity basis.
3. Subordination
HEL hereby acknowledges and agrees that its rights under the Sub-Lease
Documents are in all respects subordinate to the Head Lease Documents
and the rights of the Owner thereunder and that the exercise by the
Owner of any of its rights under any of the Head Lease Documents shall
not in any way be prejudiced or limited by any rights of HEL under the
Sub-Lease Documents.
4. Right to cure and substitute charterparty
4.1 If either an Immediate Termination Event or a Potential Termination
Event occurs under any of the Head Lease Documents, the Owner shall
give written notice thereof to both Simon and HEL in the form of
Appendix 1 hereto (a "Default Notice").
4.2 If either:
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4.
(a) an Immediate Termination Event or a Potential Termination
Event has not been cured within the Cure Period prescribed in
the Default Notice issued pursuant to clause 4.1; or
(b) a Financial Termination Event occurs,
the Owner may issue to Simon, with a copy to HEL, a notice in the form
of Appendix 2 hereto (a "Termination Notice") accepting such Default
as a repudiation of the Head Lease Documents pursuant to clause 25.1
of the Head Charter and clause 14.03(a) of the Head Master Lease.
Upon the receipt by Simon of a Termination Notice the following shall
occur:
(i) Simon's right to possess and operate the Ship and to possess
the Goods shall terminate and Simon shall pay the Termination
Sum to the Owner; and
(ii) HEL's right to possess and operate the Ship and to possess the
Goods under the Sub-Lease Documents shall terminate but
without prejudice to any rights and liabilities of the parties
thereto accrued thereunder,
and the Termination Sum shall be paid by Simon or the Guarantor to the
Owner within three (3) Banking Days of the date of the Termination
Notice.
4.3 If any Termination Sum payable by Simon under the Head Lease Documents
is received by the Owner from Simon or the Guarantor within the time
specified in clause 4.2 hereof the rights of the Owner and Simon shall
be as stated in the Head Lease Documents subject only to clause 5
hereof and HEL shall have no right to a charter of the Ship or a lease
of the Goods.
4.4 If the Termination Sum is not received by the Owner within the time
specified in clause 4.2 the Owner shall notify HEL. HEL may, within
two (2) Banking Days of notification from the Owner that the
Termination Sum has not been received, notify the Owner by a notice in
the form of Appendix 3 hereto (an "Option Notice") that it wishes to
enter into a new charter of the Ship and a new lease of the Goods from
the Owner ("Substitute Leases") upon the same terms mutatis mutandis
as the Head Lease Documents and for the period remaining under the
Head Lease Documents. If no Option Notice is received by the Owner
within such period the provisions of clause 25.2 of the Head Charter
and clause 14.03(c) of the Head Master Lease shall apply and no sales
agency shall arise pursuant to clause 5 hereof or any other document.
4.5 Upon receipt of an Option Notice and provided no HEL Termination Event
shall have occurred the Owner and HEL shall enter into Substitute
Leases within not more than ten (10) Banking Days of the date of the
Option Notice provided that the following conditions have been
complied with to the Owner's satisfaction (which conditions may, if
the Owner so agrees, be conditions subsequent to the Substitute
Leases):
(a) the HEL Guarantee shall have been executed by the HEL
Guarantors and delivered to the Owner;
(b) HEL shall have remedied all outstanding Defaults pursuant to
the Head Lease Documents (other than Financial Termination
Events) and paid or discharged all liabilities owing to the
Owner thereunder (other than any liability to pay any
Termination Sum thereunder) and any liabilities arising in
respect of the period between the date of the Termination
Notice and the date of the Substitute Leases had a Termination
Notice not been issued; and
(c) the Owner shall have received all corporate resolutions, legal
opinions and other confirmations that it may require of HEL or
otherwise in connection with the Substitute Leases,
and all costs and expenses including legal costs incurred by the Owner
in connection with the Substitute Leases and the security therefore
will be for the account of HEL who shall indemnify the Owner in
respect
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5.
thereof upon the Owner's first written demand.
4.6 If HEL shall not enter into Substitute Leases on the terms specified
in clause 4.4 or shall fail to satisfy any of the conditions specified
in sub-clauses 4.5(a), 4.5(b) or 4.5(c) above within such period of
ten (10) Banking Days of the date of the Option Notice (or such longer
period as the Owner may have agreed in its sole discretion) then the
terms of clauses 4.4 and 4.5 shall cease to apply or be of any further
effect. In such circumstances the terms of sub-clauses (i) and (ii) of
clause 4.2 above shall continue to apply and the Owner shall be
entitled to enforce its rights under the Head Lease Documents (on the
basis that a Termination Event has occurred and has been accepted as a
repudiation of the Head Lease Documents by the Owner) without further
reference to or obligation on HEL but without prejudice to the rights
and obligations of Simon and HEL as between themselves pursuant to the
Sub-Lease Documents.
4.7 It is expressly agreed between the parties hereto that nothing
contained in this clause shall prejudice any of the rights of the
Owner against Simon under the Head Lease Documents and against the
Guarantor pursuant to the Simon Guarantees and shall not discharge
Simon or the Guarantor from any liability arising pursuant thereto or
affect the right of the Owner to make any claim against Simon or the
Guarantor pursuant thereto.
4.8 In the event that a Termination Sum is received by the Owner from
Simon or the Guarantor after the Substitute Leases have been entered
into, HEL's right to possession of the Ship and the Goods pursuant to
the Substitute Leases shall cease and the provisions of clause 5.1
hereof shall apply.
5. Appointment of HEL as agent for sale of the Ship and the Goods
5.1 In the event that Simon's right to possession of the Ship and the
Goods terminates either:
(i) by effluxion of time pursuant to clause 3.2 of the Head
Charter or clause 4(a) of the Head Lease Contracts;
(ii) by a voluntary termination by Simon pursuant to clause 3.3 of
the Head Charter or clause 3.03 of the Head Master Lease; or
(iii) by the occurrence of a Termination Event pursuant to clause 24
of the Head Charter or clause 14 of the Head Master Lease,
and the Owner has received all sums payable pursuant to the Head Lease
Documents as a consequence thereof including any Termination Sum, the
Ship and/or the Goods shall be sold by the Owner in accordance with
the terms of the Head Lease Documents. For the purpose of any such
sale and provided that no HEL Termination Event has occurred the Owner
hereby appoints HEL as its agent (in substitution for Simon) on the
following terms:
(a) HEL will endeavor to arrange the sale of the Ship and the
Goods for a cash consideration on the best terms (including
price) reasonably obtainable on the open market provided that
neither the Ship nor the Goods shall be sold to:
(i) Simon or any person or persons connected with Simon
(as the term "connected persons" is used in section
839 ICTA) or any person acting in trust for, as
nominee of, as agent or otherwise as representative
of or on behalf of Simon; or
(ii) HEL or any person connected with HEL or any person
acting in trust for, as nominee of, as agent or
otherwise as representative of HEL unless the Owner
has received prior written confirmation from the
Inland Revenue that any such right to purchase the
Ship or
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6.
the Goods would not preclude writing down allowances
being made to the Owner under section 00 Xxxxxxx
Xxxxxxxxxx Xxx 0000. Any such sale shall be on arms
length terms;
(b) HEL's authority will not extend to concluding a contract for
the sale of the Ship or the Goods for which the Owner's
specific written authority will be required;
(c) the Ship and the Goods shall be offered for sale and for
delivery on, or as soon as practicable after, such termination
or expiry of the Charter Period or the Lease Period as the
case may be and any contract for their sale shall include
terms to the following effect:
(i) that all conditions, representations or warranties,
expressed or implied by statute or otherwise, whether
as to the state or quality of the Ship or the Goods
or as to description, fitness for purpose,
merchantable quality or otherwise, are, so far as is
permitted by law, expressly excluded as between the
Owner and the buyer save in respect of the warranty
that the Owner shall be passing such title to the
Ship and the Goods as the Owner received from Simon
free from any Encumbrances created by the Owner; and
(ii) that the sale is conditional upon the Owner first
recovering possession of the Ship and/or the Goods;
Provided always that nothing in this clause 5.2 shall prevent
HEL including any other representations and warranties to be
given directly by HEL to a buyer in connection with such sale.
5.2 On a sale of the Ship and/or the Goods HEL shall procure that the sale
proceeds are paid directly to the Owner. If the Owner shall have
received the sale proceeds, the Net Sale Proceeds shall be applied by
the Owner in accordance with the terms of the Head Charter as amended
by clause 6 hereof but subject to clause 5.3 hereof.
5.3 Provided that no HEL Termination Event has occurred Simon directs the
Owner that all rebates of Charterhire payable to Simon pursuant to
clauses 3.5, 21.5 and 25.2 of the Head Charter as amended by clause 6
hereof (other than in respect of refunds of the Termination Sum or
such part thereof as may have been received by the Owner) shall be
paid to HEL it being Agreed between the Owner and Simon that any
payment made by the Owner to HEL pursuant to this clause shall be in
satisfaction of the Owner's obligations to Simon under clauses 3.5,
21.5 and 25.2 of the Head Charter as amended by clause 6 hereof. All
rebates of charterhire in respect of refunds of the Termination Sum or
part thereof shall be paid to Simon or the Guarantor as the case may
be depending upon which of them made payment of the same to the Owner.
5.4 The appointment of HEL as agent shall determine upon the earlier of
(i) the breach by HEL of any of its obligations under this clause 5
and notice hereof to HEL from the Owner (ii) the occurrence of an HEL
Termination Event or (iii) the date falling 6 months from the
termination or expiry of the Charter Period and the Lease Period (the
"Agency Termination Date").
5.5 If the Ship has not been sold by the Agency Termination Date it shall
be redelivered to the Owner free from all Encumbrances (other than
Permitted Encumbrances) at a safe port as may be mutually agreed or,
in the absence of such agreement, at such safe port in the United
Kingdom as the Owner may require. HEL shall at its expense before
such redelivery make all such repairs and do all such work as may be
necessary so that the Ship at the date of redelivery shall have
installed the machinery and other equipment installed on the Ship
after redelivery from the yard pursuant to the MWB Conversion Contract
or replacements for the same in accordance with the terms of the Head
Charter, shall maintain the classification unexpired and shall be in
as good structure state and condition as at delivery of the Ship by
the Owner to HEL under the Head Charter, fair, wear and tear and
changes and alterations properly made as permitted under the Head
Charter
8
7.
excepted.
5.6 If the Goods have not been sold by the Agency Termination Date then
the Owner will direct HEL to deliver the Goods to a place specified by
the Owner with all removal, transport, necessary insurance and storage
costs being payable by HEL. HEL will ensure that the Goods when so
delivered shall be complete and in reasonable working condition (fair
wear and tear excepted). If the Owner has to bear any expenses in
carrying out the removal and storage of the Goods or remedying any
defect in them then the Owner shall be entitled to interest at the
Interest Rate from the time the Owner incurs such expenses until the
same are reimbursed to the Owner by HEL.
5.7 HEL agrees to indemnify and keep indemnified the Owner against any
liability, claim, demand, proceeding or expense which may result from
any claim (whether justified or not) being made against the Owner in
respect of or concerning the Ship or the Goods by a purchaser of the
Ship or the Goods or any third party following any sale by HEL as
agent.
5.8 If the Owner and HEL enter into Substitute Leases in accordance with
the terms of clause 4.5 above then HEL shall be the agent of the Owner
for the purpose of effecting a sale of the Ship and the Goods in the
circumstances and on the conditions more particularly specified in the
Substitute Leases.
6. Application of monies
6.1 Clause 3.5 of the Head Charter shall be deleted and the following
shall be inserted in its place:
"Upon the termination of the Charter Period and the sale of the Ship
in accordance with the foregoing provisions of this clause 3 the Net
Sale Proceeds shall be applied by the Owner (subject to clause 10.4)
as follows:
(a) The proportion of the Net Sale Proceeds attributable to the
Goods shall be calculated and paid to the Owner for
application in accordance with the terms of the Master Lease:
and the balance shall be applied;
(b) Firstly, in or towards settlement of any amounts due and owing
by the Charterer to the Owner under the Charterparty or any
other Relevant Documents other than the Goods Contracts
(including any interest due in respect thereof);
(c) Secondly, in settlement of all sums due to the Owner under the
Goods Contracts insofar as such sums have not been satisfied
by application of the sums referred to in clause 3.5(a);
(d) Thirdly, if the Owner shall on or before the date of
application of the Net Sale Proceeds by the Owner have
received the Termination Sum, or a part thereof, in accordance
with clauses 3.3 or 3.4, in or towards refunding by way of
rebate of charterhire to the Charterer an amount equal to the
Termination Sum or such part thereof (provided that the
balance of the Net Sale Proceeds is sufficient);
(e) Fourthly an amount equal to two per cent (2%) of the Net Sale
Proceeds (prior to the deductions Firstly through Thirdly
above) shall be retained by the Owner and any balance of the
Net Sale Proceeds remaining shall be paid to the Charterer by
way of rebate of charterhire and/or payment of sales
commission.
6.2 Clause 21.5 of the Head Charter shall be deleted and the following
inserted in its place:
"All moneys received by the Owner as loss payee under the insurances
from insurers or others in respect
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8.
of a Total Loss shall be applied by the Owner (subject to clause 10.4)
as Follows:
(a) the proportion attributable to the Goods shall be paid to the
Owner for application in accordance with the terms of the
Master Lease: and the balance shall be applied;
(b) Firstly, in or towards settlement of any amounts due and owing
by the Charterer to the Owner under the Charterparty or any of
the other Relevant Documents other than the Goods Contracts;
(c) Secondly, in settlement of all sums due to the Owner under the
Goods Contracts insofar as such sums have not been satisfied
by application of the sums referred to in clause 21.5(a);
(d) Thirdly, if the Owner shall on or before the date of
application of such moneys have received the Termination Sum,
or a part thereof, in accordance with clause 21.2(a), in or
towards refunding by way of rebate of hire or otherwise as
appropriate to the Charterer an amount equal to the
Termination Sum or such part thereof (provided that the
balance of the monies received by the Owner as loss payee is
sufficient);
(e) Fourthly, an amount equal to two percent (2%) of the monies
received by the Owner as loss payee (prior to the deductions
Firstly through Thirdly above) shall be retained by the Owner
and any balance of the monies received by the Owner as loss
payee remaining shall be paid to the Charterer by way of
rebate of charterhire.
6.3 Clause 25.2 of the Head Charter shall be deleted and the following
inserted in its place:
"Without prejudice to the obligation of the Charterer to make the
payments referred to in clause 25.1 upon any such termination as is
referred to in clause 25.1 and provided that the Owner shall not be
prevented from so doing for any reason whatsoever, the Owner shall
endeavor to sell the Ship as soon as practicable. The Net Sale
Proceeds shall be applied by the Owner subject to clause 10.4 as
follows:
(a) The proportion of the Net Sale Proceeds attributable to the
Goods shall be calculated and paid to the Owner for
application in accordance with the terms of the Master Lease:
and the balance shall be applied;
(b) Firstly, in or towards settlement of any amounts due and owing
by the Charterer to the Owner under this Charterparty or any
of the other Relevant Documents other than the Goods Contracts
(including any interest due in respect thereof);
(c) Secondly, in settlement of all sums due to the Owner under the
Goods Contracts insofar as such sums have not been satisfied
by application of the sums referred to in clause 25.2(a);
(d) Thirdly, if the Owner shall on or before the date of
application of the Net Sale Proceeds by the Owner have
received the Termination Sum, or a part thereof, in accordance
with clauses 25.1, in or towards refunding by way of rebate of
charterhire or otherwise as appropriate to the Charterer an
amount equal to the Termination Sum or such part thereof so
received by the Owner (provided that the balance of the Net
Sale Proceeds is sufficient);
(e) Fourthly, an amount equal to two per cent (2%) of the Net Sale
Proceeds (prior to the deductions Firstly through Thirdly
above) shall be retained by the Owner and any balance of the
Net Sale Proceeds remaining shall be paid to the Charterer by
way of rebate of charterhire and/or payment of sales
commission.
7. Clause paramount
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9.
In the event that there is any conflict between anything contained in
this Agreement and the terms of the Head Lease Documents the terms of
this Agreement shall prevail.
8. Non-derogation of rights
Nothing contained in this Agreement or in any of the Sub-Charter
Documents shall detract from or reduce or limit in any way from
Simon's obligations and liabilities to the Owner pursuant to the Head
Lease Documentation and the Simon Guarantees shall continue in full
force and effect.
9. Governing Law
This agreement shall be governed by and construed in accordance with
English law.
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10.
APPENDIX 1
[Royal Bank of Scotland (Industrial Leasing) Limited letterheading]
To: Simon-Horizon Limited
Xxxxxxx Xxxxx
Xxxxxx Xxxxx
Xxxxxxx
Xxxx XX0 0XX
and to:
Horizon Exploration Limited
0 Xxxxxxxx Xxxx
Xxxxxxxxx
Xxxx XX00 0XX
Date:
Dear Sirs
CHARTER OF M.V. "SIMON LABRADOR" DATED 20TH DECEMBER 1990 BETWEEN (1) ROYAL
BANK OF SCOTLAND (INDUSTRIAL LEASING) LIMITED ("RBL") AND (2) SIMON-HORIZON
LIMITED ("SIMON") (THE "HEAD CHARTER") LEASE OF CERTAIN SEISMIC EQUIPMENT (THE
"GOODS") DATED 31ST MARCH 1992 BETWEEN (1) RBL AND (2) SIMON (THE "HEAD MASTER
LEASE") AND LEASE CONTRACTS BEARING NUMBERS RS290/0017 AND RS920/0022 DATED
31ST MARCH 1992 BETWEEN (1) RBL AND (2) SIMON (THE "HEAD LEASING CONTRACTS")
QUADRIPARTITE AGREEMENT DATED [ ] BETWEEN (1) RBL (2) SIMON AND (3)
HORIZON EXPLORATION LIMITED ("HEL") (THE "AGREEMENT")
Words and expressions used herein shall have the same meanings as in the
Agreement.
We refer to terms of clause 4.1 of the Agreement and hereby give you notice
that [a Potential] [an Immediate] Termination Event has occurred under the Head
Charter, namely [specify default] (the "Default").
If such Default is cured by HEL within [specify Cure Period] days of the date
hereof we shall not issue Simon with a Termination Notice pursuant to clause
4.2 of the Agreement in respect of such Default but without prejudice to our
right to do so in respect of any other default or in respect of such Default
should it reoccur or not be cured to our satisfaction.
Yours faithfully
.................................
For and on behalf of
Royal Bank of Scotland
(Industrial Leasing) Limited
12
11.
APPENDIX 2
[Royal Bank of Scotland (Industrial Leasing) Limited letterheading]
To: Simon-Horizon Limited
Xxxxxxx Xxxxx
Xxxxxx Xxxxx
Xxxxxxx
Xxxx XX0 0XX
and to:
Horizon Exploration Limited
0 Xxxxxxxx Xxxx
Xxxxxxxxx
Xxxx XX00 0XX
Date:
Dear Sirs
CHARTER OF M.V. "SIMON LABRADOR" DATED 20TH DECEMBER 1990 BETWEEN (1) ROYAL
BANK OF SCOTLAND (INDUSTRIAL LEASING) LIMITED ("RBL") AND (2) SIMON-HORIZON
LIMITED ("SIMON") (THE "HEAD CHARTER") LEASE OF CERTAIN SEISMIC EQUIPMENT (THE
"GOODS") DATED 31ST MARCH 1992 BETWEEN (1) RBL AND (2) SIMON (THE "HEAD MASTER
LEASE") AND LEASE CONTRACTS BEARING NUMBERS RS290/0017 AND RS920/0022 DATED
31ST MARCH 1992 BETWEEN (1) RBL AND (2) SIMON (THE "HEAD LEASING CONTRACTS")
QUADRIPARTITE AGREEMENT DATED [ ] BETWEEN (1) RBL (2) SIMON AND (3)
HORIZON EXPLORATION LIMITED ("HEL") (THE "AGREEMENT")
Words and expressions used herein shall have the same meanings as in the
Agreement.
* [We refer to the Default Notice dated [ ] and hereby give
you notice that the Default referred to therein has not been remedied to our
satisfaction within the Cure Period stated in the said Default Notice].
* [It has come to our attention that a Financial Termination Event has
occurred pursuant to the Head Charter namely [specify].].
As a consequence your right to possession of the Ship and the Goods are hereby
terminated.
We hereby require that there be paid to the account specified below within 3
Banking Days hereof the sum of [ ] pursuant to clause 25 of the Head Charter
and the sum of [ ] pursuant to clause 14.03 of the Head Master
Lease. We reserve our rights to require payment of any other sums that may be
payable to us pursuant to the terms of the Head Lease Documents.
Payment should be made to the following account:
13
12.
Account name: Royal Bank of Scotland (Industrial Leasing) Limited
Account number: 00000000
Bank: Royal Bank of Scotland PLC
00 Xxx Xxxxxxxxx
Xxxxxxxxxx
Xxxxxxxxxxxxxxx
XX00 0XX
Sort Code: 16-16-13
Ref: "Simon Labrador"
Yours faithfully
---------------------------------------------------
For and on behalf of
Royal Bank of Scotland (Industrial Leasing) Limited
* Delete as appropriate
14
13.
APPENDIX 3
[Horizon Exploration Limited letterheading]
To: Royal Bank of Scotland (Industrial Leasing) Limited
00 Xxx Xxxxxxxxx
Xxxxxxxxxx
Xxxxxxxxxxxxxxx
XX00 0XX
Date: 19
Dear Sirs
QUADRIPARTITE AGREEMENT DATED [ ] BETWEEN (1) ROYAL BANK OF SCOTLAND
(INDUSTRIAL LEASING) LIMITED ("RBL") (2) SIMON HORIZON LIMITED ("SIMON") (3)
HORIZON EXPLORATION LIMITED ("HEL") AND (4) SIMON ENGINEERING PLC (THE
"GUARANTOR") (THE "AGREEMENT")
Words and expressions used herein shall have the same meanings as in the
Agreement.
We refer to the Termination Notice dated [ ] and hereby confirm
that we wish to enter into a demise charter of the Ship and a lease of the
Goods with you (the "Substitute Leases") on the same terms, mutatis mutandis,
as the Head Lease Documents.
In consideration of your entering into Substitute Leases with us we confirm
that we shall within 10 Banking Days from the date hereof
(1) deliver to you an executed guarantee of our obligations thereunder
from Horizon Seismic Inc and Exploration Holdings Limited together
with appropriate board resolutions.
(2) remedy all outstanding Defaults pursuant to the Head Lease Documents
other than Financial Termination Events.
(3) pay and discharge all liabilities owing to you under the Head Lease
Documents as at the date of the Substitute Leases (other than the
liability to pay the Termination Sum) but including any liabilities in
respect of the period between the date of the Termination Notice and
the commencement of the Substitute Leases for which Simon would have
been liable had the Termination Notice not been issued.
(4) deliver to you all corporate resolutions legal opinions and other
confirmations that you may require in connection with the Substitute
Leases.
and shall indemnify you in respect of all costs and expenses including legal
costs incurred by you in connection with the Substitute Leases and the security
therefor.
Yours faithfully
---------------------------
For and on behalf of
Horizon Exploration Limited
15
14.
IN WITNESS whereof the parties have executed this instrument as a deed and have
delivered it upon dating it.
Signed as a deed by ROYAL BANK )
OF SCOTLAND (INDUSTRIAL LEASING) )
LIMITED acting by , ) /s/ [illegible signature]
a director and , ) Director
a director/its secretary )
/s/ [illegible signature]
Director
Signed as a deed by SIMON-HORIZON )
LIMITED acting by Xxxx Xxxxxxx, )
its duly authorised attorney ) /s/ Xxxx Xxxxxxx
under a power of attorney dated ) Simon-Horizon Limited
August 1994 in the ) by its duly authorised
presence of: ) attorney Xxxx Xxxxxxx
Signature of witness: /s/ M.A. Xxxxxxx
Name: M.A. Xxxxxxx
Address: 00X Xxxxxxxxx Xxxx, Xxxxxxxxxx
Xxxxxxx, Xxxx XX0 ONJ
Occupation: Director
Signed as a deed by SIMON )
ENGINEERING PLC acting by )
, its duly authorised ) /s/ [illegible signature]
attorney under a power of ) Simon Engineering Plc
attorney dated August 1994 ) by its duly authorised
in the presence of: ) attorney
Signature of witness: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Address: 00 Xxxxxx Xxxx
Xxxxxx X00 0XX
Occupation: Company Secretary
16
15.
Signed as a deed by HORIZON )
EXPLORATION LIMITED acting by ) -----------------------------
, a director and ) Director
, a director/ its )
secretary )
-----------------------------
Director/Secretary
