exv10w1



 


Exhibit 10.1



TRANSLATION FROM THE OPERATIVE FRENCH VERSION


TIME CHARTER



IN RESPECT OF THE SEISMIC SURVEY VESSEL



CGG MISTRAL



BETWEEN



KANTWELL OVERSEAS SHIPPING COMPANY SA



SHIPOWNER



AND



CGG MARINE



CHARTERER



25 JUNE 2002



Confidential material has been redacted where indicated by the following symbol: [*]




 








 


TRANSLATION FROM THE OPERATIVE FRENCH VERSION


TABLE OF CONTENTS




	 	 	 	 	 
	THE PARTIES APPEARING	 	 	
1	 
	 
	1.    Service and charter period	 	 	
2	 
	2.    Delivery	 	 	
5	 
	3.    Return	 	 	
5	 
	4.    The Vessel	 	 	
5	 
	5.    Employment	 	 	
6	 
	6.    Obligations of the Shipowner	 	 	
6	 
	7.    Obligations of the Charterer	 	 	
7	 
	8.    Fuel stores	 	 	
8	 
	9.    Maintenance	 	 	
9	 
	10.  Suspension of charter fees	 	 	
10	 
	11.  Stand-by	 	 	
12	 
	12.  Refuelling operations	 	 	
13	 
	13.  Captain and crew	 	 	
13	 
	14.  Waiver of liability towards third parties	 	 	
14	 
	15.  Waiver of liability between the Parties	 	 	
14	 
	16.  Insurance	 	 	
15	 
	17.  Agent	 	 	
16	 
	18.  Loss of the Vessel	 	 	
16	 
	19.  Salvage	 	 	
16	 
	20.  Sub-charter	 	 	
17	 
	21.  War	 	 	
17	 
	22.  Requisition or detention	 	 	
18	 
	23.  Persons not authorised on board and confidentiality	 	 	
18	 
	24.  Charter fees	 	 	
18	 
	25.  Payment terms	 	 	
20	 
	26.  Modification and transformations	 	 	
21	 
	27.  Arbitration	 	 	
22	 
	28.  General Average	 	 	
22	 
	29.  Sundry provisions	 	 	
22	 
	30.  Option to purchase	 	 	
23	 
	31.  Notifications	 	 	
23	 





	 	 	 	 	 	 	 	 
	 	SCHEDULE 1	 	 	 	 	25	 
	 	  CONFIDENTIALITY	 	 	 	 	25	 
	 
	 	SCHEDULE 2 A	 	 	 	 	26	 
	 	  TECHNICAL CHARACTERISTICS OF THE VESSEL PRIOR TO CONVERSION	 	 	 	 	26	 





	 	 	 	 	 	 	 	 
	 	1.    DESCRIPTION OF THE VESSEL PRIOR TO CONVERSION	 	 	 	 	26	 
	 	2.    USABLE CAPACITIES	 	 	 	 	26	 
	 	3.    SPEED /AUTONOMY	 	 	 	 	27	 
	 	4.    PROPULSION SYSTEM / AUXILIARY ENGINES	 	 	 	 	27	 
	 	5.    HULL FITTINGS	 	 	 	 	27	 
	 	6.    RADIO – NAVIGATION SYSTEMS	 	 	 	 	28	 
	 	7.    FACILITIES	 	 	 	 	29	 









 


TRANSLATION FROM THE OPERATIVE FRENCH VERSION



	 	 	 	 	 	 	 	 
	 	8.    AREAS RESERVED FOR CHARTERERS	 	 	 	 	29	 
	 	9.    HIGH-PRESSURE COMPRESSORS	 	 	 	 	29	 
	 	10.  ELECTRICITY PRODUCTION	 	 	 	 	29	 





	 	 	 	 	 	 	 	 
	 	SCHEDULE 2B	 	 	 	 	31	 
	 	  TECHNICAL CHARACTERISTICS OF THE VESSEL FOLLOWING CONVERSION	 	 	 	 	31	 





	 	 	 	 	 	 	 	 
	 	1.      DESCRIPTION OF THE VESSEL FOLLOWING CONVERSION	 	 	 	 	31	 
	 	2.      USABLE CAPACITIES	 	 	 	 	31	 
	 	3.      SPEED /AUTONOMY	 	 	 	 	31	 
	 	4.      PROPULSION SYSTEM / AUXILIARY ENGINES	 	 	 	 	32	 
	 	5.      HULL FITTINGS	 	 	 	 	32	 
	 	6.      RADIO – NAVIGATION SYSTEMS — HELIDECK	 	 	 	 	33	 
	 	7.      FACILITIES	 	 	 	 	33	 
	 	8.      AREAS RESERVED FOR THE CHARTERER	 	 	 	 	33	 
	 	9.      HIGH-PRESSURE COMPRESSORS	 	 	 	 	39	 
	 	10.    ELECTRICITY PRODUCTION	 	 	 	 	39	 
	 	11.    EQUIPMENT AND SAFETY	 	 	 	 	39	 
	 	12.    WORK BOAT	 	 	 	 	39	 
	 	13.    GEOPHYSICAL EQUIPMENT	 	 	 	 	39	 





	 	 	 	 	 
	 	SCHEDULE 3	 	 	
41
	 	  LIST OF
GEOPHYSICAL EQUIPMENT OWNED BY THE CHARTERER ON BOARD THE “CGG MISTRAL” FOLLOWING CONVERSION	 	 	41
	 
	 	SCHEDULE 4	 	 	
42
	 	  APPLICABLE CHARTER FEES	 	 	
42
	 
	 	SCHEDULE 4 (CONTINUED)	 	 	
45
	 	  ATTACHED SPREADSHEET	 	 	
45
	 
	 	SCHEDULE 5	 	 	
46
	 	  TECHNICAL OBJECTIVES OF CONVERSION	 	 	
46
	 
	 	SCHEDULE 6	 	 	
47
	 	  CONVERSION OF THE VESSEL	 	 	
47
	 
	 	SCHEDULE 7	 	 	
48
	 	  CALCULATION OF TIME CREDITS FOR CLAUSES 9 AND 10	 	 	
48
	 	  CALCULATION OF REDUCTIONS IN CHARTER FEES	 	 	
48



* * *




 










 



TRANSLATION FROM THE OPERATIVE FRENCH VERSION


TIME CHARTERPARTY

CGG MISTRAL











BETWEEN THE UNDERSIGNED PARTIES:



KANTWELL OVERSEAS SHIPPING COMPANY SA,

a company incorporated under the laws of Panama, with a registered capital of
USD 17,000,000 and having its registered office at Suite 13-B, 13th Floor,
Banco Aliado Building, Ricardo Arias Street, Panama City (Panama),

registered at the Commercial and Companies Register of Panama under number
325221, Register 52630, Folio 0041,

represented by Messrs Claude Goussot and Gérard Chambovet, duly authorised for
the purposes of these presents,



legal owner of the seismic survey vessel named “CGG MISTRAL”,


hereinafter referred to as the “Shipowner”,


of the one part,



and


CGG MARINE

a simplified joint stock company incorporated under the laws of France, with a
registered capital of 69,704,796 Euro with registered offices at 1, rue Léon
Migaux, 91341 Massy, France,

with single identification number 403.256.944 at the Commercial and Companies
Register of Evry, represented by Mr Jean Charot, Chairman, duly authorised for
the purposes of these presents,



hereinafter referred to as the “Charterer”,


of the other part,



hereinafter referred to collectively as the “Parties”.



	 	 	 
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TRANSLATION FROM THE OPERATIVE FRENCH VERSION



WHEREAS:



The vessel CGG Mistral was time-chartered by the Charterer in the context of a
time Charterparty concluded with its previous disponent owner, which
Charterparty came to an end on 31 May 2001. As from 1 June 2001 at 12:00 p.m.
(Paris time), being the date and time of the transfer of ownership in the
vessel CGG Mistral to the Shipowner, the vessel CGG Mistral has been time
chartered to the Charterer by the Shipowner.


While awaiting the finalisation of this agreement (hereinafter referred to as
the “Charterparty”) and as an interim measure, this time charter arrangement
was governed by the provisions of the time Charterparty between the Charterer
and the previous disponent owner up to 31 May 2001, with the exception of the
daily charter fee, which was set from 1 June 2001 at the amount agreed in para.
4.1. of Schedule 4 to this Charterparty.


It is hereby specified, as necessary, that subsequently and for practical
reasons, upon the request of the Charterer made to Louis Dreyfus Shipowners
(LDA) and with the agreement of the Shipowner, LDA became the time charterer of
the vessel CGG Mistral vis-à-vis the Shipowner and granted a sub-time charter
to CGG Marine for the period 1 June 2001 to 25 January 2002. The terms and
conditions of this transaction were recorded in agreements dated 1 June 2001
and 21 November 2001.


In the context of the new charter arrangement formalised by this Charterparty,
the Shipowner and the Charterer have agreed to undertake the conversion of the
vessel CGG Mistral with a view principally to increasing its streamer capacity,
bringing this from six to ten streamers. The Shipowner therefore signed a
conversion contract for the vessel on 6 July 2001 with the German shipyard MWB
Motorenwerke Bremerhaven AG, and the vessel CGG Mistral was taken to the
above-mentioned shipyard on 25 January 2002 for implementation of these
conversion works (referred to hereinafter as the “Conversion”).


The planned duration of the Conversion is approximately twenty weeks, and the
return of the vessel CGG Mistral by the said shipyard to the Shipowner is
currently scheduled to take place on 12 June 2002.


THE FOLLOWING HAS THEREFORE BEEN AGREED BETWEEN THE PARTIES:




	1.	 	Service and charter period




	 	1.1	 	The Shipowner hereby charters out and the Charterer charters the
vessel named CGG Mistral (the “Vessel”) with its crew, for the
performance of geophysical prospecting activities.




	 	 	 
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TRANSLATION FROM THE OPERATIVE FRENCH VERSION



	 	 	 	The Vessel is equipped and fitted-out to perform these activities
throughout the entire world within the navigation areas normally
covered by insurance and by the Vessel’s class.
	 
	 	 	 	The services indicated hereinbelow are explained in detail in the
conditions for placement at disposal of the Vessel as described in
Clause 4 and the operating conditions appearing in Clause 6.




	 	1.2   (a)	 	 This charter is granted for a period commencing 1 June 2001
at 12:00 p.m. (Paris time), corresponding to the date and time at
which the transfer of ownership in and the delivery of the Vessel to
the Shipowner by its previous owner took place.
	 
	 	(b)	 	This charter was suspended at the point in time when the
Vessel entered the MWB Motorenwerke Bremerhaven AG shipyard for
the performance of the Conversion, which entry occurred on 25
January 2002 at 4:45 p.m. (Bremen time), and for the entire
duration of the Conversion.
	 
	 	(c)	 	This charter shall resume automatically on the date and
at the time appearing in the acceptance report signed by the
Shipowner on completion of the Conversion, and shall terminate at
the end of the eighth (8th) year following such date, plus or
minus thirty (30) days at the discretion of the Charterer, except
in the event of the application of Clause 1.4 (c) or Clause 1.4
(d).
	 
	 	 	 	In the event that a geophysical study is in progress at the end of
the charter period, the Charterer shall be authorised to terminate
the study prior to the return of the Vessel to the Shipowner. The
Charterer shall advise the Shipowner of the probable duration of
such an extension.
	 
	 	 	 	At the latest ninety (90) days prior to the contractual expiry date
of the charter, the Charterer shall provide notification of the
intended date and location for the return of the Vessel.




	 	1.3	 	The Parties hereby agree to acknowledge that the technical
specifications, the budget and the schedule agreed for the Conversion
in the context of the conversion contract signed by the Shipowner on 6
July 2001 as specified in the Recitals hereinabove for the purpose of
increasing the capacity of the Vessel from six to ten streamers, have
been decided upon by mutual agreement between the Shipowner and the
Charterer, and meet the Charterer’s technical objectives for
conversion as defined in Schedule 5.
	 
	 	 	 	The Parties have furthermore agreed practical conditions for their
relationships, both between them and with the shipyard, for the
duration of the Conversion works as specified in Schedule 6, and by a
separate instrument dated 20 December 2001, referred to as the
Supervision Protocol.
	 
	 	 	 	Schedule 3 contains the list of items of geophysical equipment, owned
by the Charterer, to be located on board the Vessel following the
Conversion.
	 
	 	1.4	 	Following the Conversion, it is envisaged that the Vessel will
have propulsion power of 80 tonnes at 5 knots with wind of force 3
Beaufort and Douglas 3 sea-state conditions at its normal propulsion
power, with this corresponding to a maximum of 85% of




	 	 	 
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TRANSLATION FROM THE OPERATIVE FRENCH VERSION


	 	 	 	maximum continuous power of the engines as defined by their
manufacturers (“Normal Propulsion Power”).
	 
	 	 	 	The correspondences between the propulsion power of the Vessel and the
possible seismic mechanisms established in the following paragraphs
are to be understood as in terms of the technology used by the
Charterer at the time of the resumption of this Charterparty following
the Conversion, i.e. BARO-type deflectors and one lead-in cable per
towed streamer with a diameter of 57 mm.
	 
	 	 	 	The following provisions shall therefore apply as from the date of the
acceptance report signed by the Shipowner on completion of the
Conversion:




	 	(a)	 	The propulsion power of the Vessel is at least equal to
that envisaged following Conversion: the Charterer shall be
required to continue this charter for the term of eight (8) years
set in 1.2 (c) hereinabove for the charter fee set as specified
in para. 4. 3.1 of Schedule 4;
	 
	 	(b)	 	The propulsion power of the Vessel following Conversion
is 55 tonnes at 5 knots in addition to the normal resistance of
the underwater hull and the Vessel can tow only eight streamers
(total separation between the streamers of 700 m): the Charterer
shall be required to continue this charter for the term of eight
(8) years set in 1.2 (c) hereinabove, with it being understood
however that that the charter fee shall be adjusted on a prorata
basis according to the number of streamers towed as specified in
para. 4.3.2 of Schedule 4 to this Charterparty;
	 
	 	(c)	 	The propulsion power of the Vessel following Conversion
is 40 tonnes at 5 knots in addition to the normal resistance of
the underwater hull and the Vessel can tow only six streamers
(total separation between the streamers of 500 m): the Charterer
shall be required to continue this charter for a minimum term of
three (3) years following the Conversion, for the charter fee set
in para. 4.3.3 of Schedule 4 to this Charterparty. During this
same period of three (3) years, the Shipowner shall take, at its
cost, all steps that are reasonably possible in order to improve
the propulsion power of the Vessel and to remedy any defects
and/or instances of non-compliance observed; in the event that
the works thus undertaken make it possible to improve the
propulsion power of the Vessel so as to bring it, depending on
the case, to the level set in (a) or (b) above, the provisions of
the paragraph concerned in respect of the term of this charter
and the charter fee shall also apply; the term of the Charter
shall not under any circumstances exceed eight (8) years as from
the date of the acceptance report signed by the Shipowner on
release from the shipyard where the conversion takes place;
	 
	 	(d)	 	The propulsion power of the Vessel once converted does
not make it possible to tow six streamers as described in (c)
hereinabove: the Charterer shall be entitled, at its sole
discretion, to terminate this charter immediately, without
payment of any compensation whatsoever. Alternatively, the
Charterer may continue the charter for a term that it shall be
free to determine. It shall advise the Shipowner of its decision
no later than the expiry of a period of fifteen (15) days. In
such a case, the applicable charter fee shall be that set in
Schedule 4, para. 4.3.4.




	 	 	 
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	 	 	 	The propulsion power of the Vessel as specified above shall be that
recorded during the sea trials conducted on the Vessel following Conversion
prior to its return to the Shipowner, as envisaged in the conversion
contract signed with the shipyard. It is understood that an identical trial
procedure shall be applied for the purpose of recording any improvement in
the propulsion power of the Vessel following works undertaken by the
Shipowner as specified in para. (c) hereinabove.




	2.	 	Delivery




	 	2.1	 	The Parties hereby acknowledge that the Vessel has been delivered
to the Charterer as at the date and time specified in Clause 1.2
above.
	 
	 	2.2	 	At the time of delivery, the Vessel complied with the description
provided in Schedule 2 A. Following Conversion, the Vessel shall
comply with the description provided in Schedule 2 B.




	3.	 	Return




	 	3.1	 	The Vessel shall be returned in a port in Metropolitan France
(except in the event of a specific agreement between the Shipowner and
the Charterer) at an available and accessible mooring where it can
remain afloat permanently and in total safety.
	 
	 	3.2	 	The Vessel shall be returned substantially in the same state and
condition as applying at the time of completion of the Conversion,
normal wear and tear excepted.
	 
	 	 	 	Furthermore, but without prejudice to the provisions of the preceding
paragraph, the Vessel shall be returned in an “as is” condition
following modifications and transformations effected by the Charterer
in application of Clause 26.
	 
	 	3.3	 	In the event that the Charterer wishes to undertake removal
and/or restoration procedures, these works shall take place to the
extent possible during the charter period as defined in Clause 1.2.
The costs for removal and/or restoration procedures shall be for
account of the Charterer. The stand-by tariff shall apply during this
period except in the event it is agreed that the Shipowner shall
provide the same services as during normal service in which case the
corresponding charter fee shall apply.




	4.	 	The Vessel
	 
	 	 	At the time of delivery and for the entire duration of the charter, the
Shipowner shall ensure that the Vessel meets the following conditions:




	 	4.1 a)	 	At the time of delivery, the Vessel was equipped with all of
its official certificates, in accordance with the regulations of the
maritime register of Panama, the country of its flag, of the
classification society and of the international maritime regulations
for navigation as defined in Clause 1.




	 	 	 
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TRANSLATION FROM THE OPERATIVE FRENCH VERSION



	 	b)	 	The same condition shall apply as from return of the
Vessel by the shipyard following the Conversion. However, the
Shipowner may, at any time and at its sole discretion, place the
Vessel under French flag, entered in the register of the French
Southern and Antarctic Territories (“T.A.A.F.”), and the Vessel
shall be required to be equipped with any certificates required by
the French regulations that may apply thereto, by the
classification society and by the international maritime
regulations for navigation as defined in Clause 1.
	 
	 	 	 	Any other change of the Vessel’s flag envisaged by the Shipowner
during the charter period shall be subject to the prior agreement of
the Charterer in accordance with Clause 29.2.




	 	4.2	 	The Vessel shall be required, for the entire duration of the
charter period, to comply, in respect of its equipment, with that
specified in Schedule 2A prior to the Conversion and in addition with
that specified in Schedule 2B following the Conversion, and the
characteristics of such equipment must be maintained.
	 
	 	4.3	 	The entire capacity of the Vessel shall be at the disposal of the
Charterer, with reservation of appropriate and sufficient space for
the crew, the equipment and the supplies specific to the Vessel.




	5.	 	Employment




	 	5.1	 	The Vessel shall be employed for geophysical prospecting
operations throughout the entire world, within the navigation areas
normally covered by its insurance and by its official classification
and safety documentation. The Charterer shall however have the option
of leaving these areas subject to the agreement of the captain on the
basis of the capabilities of the Vessel and coverage by appropriate
insurance, the cost of which shall be borne by the Charterer.
	 
	 	5.2	 	The Vessel shall not be sent to or obliged to enter areas
affected by epidemic or in which the captain, officers or crew would
not be legally obliged to accompany the Vessel.




	6.	 	Obligations of the Shipowner




	 	 	 	In general, the Shipowner shall be responsible for any expenses required
for the satisfactory performance of the services that it is obliged to
provide for the Charterer. This includes the placement at disposal and the
fitting-out of the Vessel in accordance with this Charterparty.




	 	6.1	 	For the entire duration of this Charterparty, the Shipowner shall
provide and pay for the linen for the entire Vessel (bed linen,
towels, table linen, etc.), except for personal effects. Sheets and
towels shall be changed once a week.
	 
	 	 	 	The cleaning of the cabins and areas intended for use by the Charterer
and its guests shall be undertaken under the same conditions
(frequency and quality) as for the areas and cabins of the Shipowner’s
officers.




	 	 	 
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	 	 	 	Food supplies / catering services:
	 
	 	 	 	The catering department shall prepare the meals for the personnel of
the Charterer (including guests, etc.) living on board on the
following basis:
	 
	 	 	 	English breakfast, with lunches and dinners to be of a European
standard and self-service.
	 
	 	 	 	Night time snacks equivalent to a cold meal shall be made available to
the Charterer’s watch personnel, when coming on and going off duty (or
the Charterer’s guests), all days when work is undertaken at night at
sea or in port. To the greatest extent possible, the catering
department is to be advised of the number of meals to be prepared,
particularly during port stops.
	 
	 	6.2	 	Duty-free products shall be made available to the Charterer’s
personnel, at normal prices for these types of products, if permitted
by local regulations and under the management control of the captain
and in agreement with the clients of the Charterer.




	7.	 	Obligations of the Charterer




	 	7.1	 	The Charterer shall provide and pay for the following during use
of the Vessel: fuels (the acceptance of each bunkering procedure shall
be the responsibility of the chief engineer officer of the Vessel, who
shall have the right, in the event that he has reasonable doubts as to
the quality of the fuels, to perform such analysis procedures as he
deems necessary prior to acceptance), fresh water, port costs,
piloting (whether mandatory or otherwise), drainage costs, berthing,
towing (when this is mandatory, or at the request of the Charterer, or
for safety reasons), consular charges (except where such charges are
specific to the captain, officers or crew of the Vessel), agency fees
and commissions; the Charterer shall assume any delays and costs
resulting from quarantine (including costs for fumigation and
disinfection) and charges for radio communication (but only where such
communications concern the Charterer).
	 
	 	7.2	 	The Charterer shall be responsible for the use and maintenance of
the equipment used for geophysical prospecting as described in
Schedule 3 and the geophysical materials listed in para. 13 of
Schedule 2B. The maintenance of the areas of the Vessel associated
therewith shall be the responsibility of the Shipowner, and the
cleaning and stowing of these areas shall be the responsibility of the
Charterer.
	 
	 	7.3	 	Additional hours of work occasioned by action involving the mob
boat (use and maintenance resulting from use on behalf of the
Charterer, and with the exception of activities associated with
safety) shall be invoiced to the Charterer. The use and maintenance
(parts and labour) of the work boat with which the Vessel is to be
equipped following Conversion shall be provided by the Shipowner in
exchange for payment as specified in Schedule 4, para. 4.3.5.
	 
	 	7.4	 	The Charterer shall advise the Shipowner, sufficiently in
advance, of the work zones to which the Vessel will be assigned during
its missions. In the event that the officially-published nautical
documents do not make it possible to assess the safety of navigation




	 	 	 
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	 	 	 	on such missions, without prejudice to the rights and obligations
incumbent upon the captain pursuant to the provisions of Clause 13,
the Charterer shall bear the costs of measures decided upon in
agreement with the Shipowner for the purpose of establishing prior
reconnaissance of the areas in question.
	 
	 	7.5	 	The Charterer shall provide and pay for, during the term of this
Charterparty, any taxes imposed by the authorities (except for those
of the port of registration of the Vessel and/or the registered
offices of the shipowner company and/or its manager) that may have
jurisdiction or may claim to have jurisdiction over the waters in
which the Vessel is operating, with the exception of the following:




	 		–	Income tax payable by the Shipowner as a result of
any payment of charter fees made by the Charterer, including
payments at-source that the Charterer may be required to pay in
respect of invoices presented by the Shipowner. It is however
understood that such an exception relating to payments
at-source shall exist only in the case that the authority
applying such a measure has signed a tax agreement with the
country of the port of registration of the Vessel and/or the
registered offices of the shipowner company and/or its manager.
In such a case, payments at-source shall be deducted from the
payment due to the Shipowner by the Charterer, with the
Charterer providing the Shipowner with documents proving
payment of this automatic payment;
	 
	 		–	Income tax and social security contributions
payable by the crew of the Shipowner.




	7.6	 	In the event of:




	 		–	either amendments to the regulations governing
geophysical operations as defined in para. 11 of Schedule 2B;
	 
	 		–	or, at the request of the Charterer, the
application to the Vessel of other rules different from those
of the classification society and/or statutory authorities,




	 	 	the costs resulting from the corresponding steps undertaken to ensure
compliance shall be borne on a 50:50 basis between the Charterer and the
Shipowner up to an amount of one hundred thousand US Dollars (USD 100,000)
per event, being an amount evaluated at the time of performance of works
to ensure compliance with new regulations or investments made necessary by
such regulations. In excess of this amount, the costs for ensuring
compliance shall be reflected in the charter fee payable for the remaining
period of this Charterparty.
	 
	8.	 	Bunkers
	 
	 	 	Except in the event that they are already the property of the Charterer,
bunkers on board at the time of delivery shall be paid for by the Charterer
at the purchase price on the basis of invoices, and the reverse shall apply
at the time of return of the Vessel to the Shipowner.




	 	 	 
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	9.	 	Maintenance




	 	9.1	 	Except in the event of suspension of the charter, the Shipowner
shall be permitted to keep the Vessel for eighteen (18) hours per
month in port or at sea for the purposes of maintenance.
	 
	 	 	 	To the greatest extent possible, maintenance works shall be performed
with the Vessel at sea, including when the Vessel is involved in
geophysical production.
	 
	 	 	 	The Charterer undertakes, at the request of the Shipowner and at the
cost of the Charterer, to ensure the transport to the Vessel of spare
parts for current maintenance and more generally of supplies as needed
from a base port to be defined for each mission, making it possible
for the Shipowner to transfer such items on board, with the Charterer
providing a guarantee as to the possibility of ensuring provision of
such supplies in a safe manner and when required.
	 
	 	 	 	However, in the event that, either due to failure on the part of the
Charterer to provision the Vessel at sea under the above-mentioned
conditions, or as a result of meteorological conditions that do not
allow performance of the procurement operations in question, to the
point that, in the opinion of the Shipowner, the reliability of the
equipment to be embarked is compromised, a port stop shall be
organised, with the Charterer to co-operate with the Shipowner as to
the choice of destination and the date for such port stop, such as to
ensure the successful completion of the mission in progress.
	 
	 	 	 	In any event, in the event that merchandise is not made available
within thirty (30) days following customs clearance in the base port,
no full or partial cessation of the service due to be provided to the
Charterer by the Shipowner, resulting directly from such non-delivery,
shall give rise to suspension of payment of charter fees.
	 
	 	 	 	In order to undertake additional maintenance tasks, and so as to
enable external assistance such as shipyards and suppliers, the
Charterer shall organise a port stop on a twice-yearly basis for a
minimum period of three (3) days; these port stops shall take place
approximately every six (6) months.
	 
	 	 	 	Furthermore, each year, a three (3)-day port stop period in a port
equipped with the necessary facilities, and during which the crew
shall not be available to the Charterer, shall be provided so as to
allow for the inspections necessary for renewal of the statutory and
classification certificates and mandatory inspections of safety and
rescue equipment. The Shipowner and the Charterer shall work together
so as to ensure that this port stop coincides with one of the
above-mentioned maintenance stops.
	 
	 	 	 	However, these port stop periods shall not be imputed against the
maintenance allowance unless the Shipowner has been advised thereof by
the Charterer at least three (3) working days prior to the date
envisaged for the stop.
	 
	 	9.2	 	The stoppage of eighteen (18) hours per month shall be cumulative
up to sixteen (16) consecutive days. If after twenty-four (24) months,
the Shipowner has not careened the Vessel’s hull in dry dock, the
accumulated credit shall remain at sixteen (16) days and shall be
acquired until the actual date of careening. Following careening, any
residual




	 	 	 
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	 	 	 	credit equal to or less than six (6) days shall be carried forward in
its entirety to the following period. The accumulated credit prior to
the introduction of the Vessel into the shipyard for Conversion,
capped at six (6) days, shall remain acquired by the Shipowner
following Conversion.
	 
	 	9.3	 	The Shipowner shall advise the Charterer at least thirty (30)
days in advance in the event of a technical stoppage and at least
eight (8) days in advance in the event of current maintenance, of the
time required to perform such tasks and of the date that it wishes to
select. The Charterer shall co-operate with the Shipowner as to the
selection of the date, such as to ensure the successful completion of
the mission in progress. The stoppage period must if possible coincide
with a normal stop of the Vessel. In the event that, at such time, the
Vessel is stopped for a period of time in excess of the credit
acquired, the payment of the charter fee shall be suspended until such
time as the Vessel is fit to resume service, as specified in Clause
1.1.
	 
	 	9.4	 	Where the Shipowner undertakes maintenance works at sea but the
Charterer is nonetheless able to continue travel at reduced speed or
to continue geophysical production with a reduced mechanism or at a
speed that is reduced but is sufficient for the deployment of its
towed mechanism, the deterioration in performance resulting therefrom
shall be counted in the time credit specified in paras. 9.1 and 9.2
hereinabove through application, to the number of hours during which
such deterioration was sustained, of an adjustment coefficient taking
into consideration the number of streamers deployed and the actual
production speed; the method of adjustment is defined in more specific
detail in Schedule 7.

In the event that the maintenance works continue for a period in
excess of the accumulated time credit available, the charter fee shall
be adjusted on a prorata basis according to the number of streamers
deployed and the recorded production speed, in all cases according to
the method described in Schedule 7.




	10.	 	Suspension of charter fees
	 
	 	 	The above provisions shall apply only for the charter period following the
Conversion of the Vessel.




	 	10.1	 	In the event of dry-docking or in the case of any other measure
required for maintenance of the performance characteristics of the
Vessel, in the case of deficiency or lack of crew or failure in
procurement that does not result from a failure on the part of the
Charterer in the fulfilment of its obligations, in the event of
machine failure, damage to the hull or another accident or more
generally deficiency or lack of the equipment as described in Schedule
2B, which circumstance prevents the performance of the services to be
provided by the Shipowner and/or the operation of the Vessel and/or
the placement at the disposal of the Charterer of the resources
envisaged by this Charterparty and where such circumstance is
sustained for more than a cumulative period of twenty-four (24) hours
per month (not to be carried forward), no charter fees shall be paid
beyond this threshold amount for the time thus lost during which the
Vessel remains incapable of providing the service required. Any
operating expenses (in excess of the above-mentioned threshold amount)
associated with the incapacity: travel time to reach and return from
an equidistant location, fuels, water, port costs, piloting,




	 	 	 
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	 	 	 	agency fees, etc., shall be for account of the Shipowner; any charter
fees paid in advance shall therefore be recovered.
	 
	 	10.2	 	If, notwithstanding the occurrence of any of the events described
in Clause 10.1, the Charterer is in a position to continue travel at
reduced speed or to continue geophysical production using a reduced
mechanism or at a speed that is reduced but sufficient for the
deployment of its towed mechanism, the deterioration in performance
resulting therefrom shall be counted in the threshold amount specified
in para. 10.1 hereinabove through application, to the number of hours
during which such deterioration was sustained, of an adjustment
coefficient taking into consideration the number of streamers deployed
and the actual production speed; the method of adjustment is defined
in more specific detail in Schedule 7. In excess of the threshold
amount, the charter fee shall be adjusted on a prorata basis according
to the number of streamers deployed and/or the recorded production
speed according to the method described in Schedule 7.
	 
	 	10.3	 	Dry-docking and periodical annual works shall be undertaken to
the extent possible during periods when the Vessel is out of service
at the request of the Charterer. In the event that the Vessel is in
continuous service for a period in excess of eighteen (18) months, the
Charterer shall be required to grant the Shipowner, within the twelve
(12) months following, the time necessary for a technical stoppage
with careening and the corresponding detours. Any expenses associated
with dry-docking and periodical works (including agency fees, fuels,
charter fees) shall be for account of the Shipowner.
	 
	 	10.4	 	The dates and locations for scheduled dry-docking shall be
decided upon by mutual agreement. In any event, the Charterer shall be
required to position the Vessel in an area located at least three (3)
days travel from a shipyard that is able to accommodate the Vessel, or
failing that to assume responsibility for the time required for detour
in excess of six (6) days.
	 
	 	10.5	 	In the event that the Vessel is required to put in a port or
anchorage as a result of poor weather or fatigue, any delay and/or
cost resulting from such delay would be for account of the Charterer,
except in the case where it is caused by the employees of the
Shipowner, or where such employees have contributed thereto.
	 
	 	10.6	 	In the event that the Vessel is stopped as a result of Force
Majeure, there shall be no suspension of payment of charter fees.
Force Majeure shall be considered to be those cases where the Vessel
is out of service as a result of circumstances external to the
Parties, which the Shipowner could not reasonably have foreseen or
avoided, excluding perils of the sea.
	 
	 	10.7	 	In the event that, due to acts of the Charterer, the Shipowner is
prevented from carrying out maintenance works as envisaged in Clause
9, no suspension of payment of the charter fees as defined in para.
10.1 may take place for the purpose of remedying damage directly
attributable to the lack of maintenance specified hereinabove.
	 
	 	10.8	 	In the event that, at the request of the Charterer, the period of
time between two careening procedures has extended for more than
thirty (30) months, no reduction in the contract speed as a result of
poor condition of the hull may give rise to any suspension in payment
of charter fees.




	 	 	 
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	11.	 	Stand-by




	 	11.1	 	For as long as the charter fee applicable to this charter is that
set in Schedule 4, para. 4.1, a request by the Charterer to place the
Vessel on stand-by in accordance with the following provisions shall
not result in any reduction in the daily charter fee payable by the
Charterer.
	 
	 	11.2	 	The Charterer shall have the right, at any time, to decide to
place the Vessel on stand-by in a safe port selected by mutual
agreement, subject to notice of [*] days. In the event that the
geophysical study in progress has not been completed on the
contractual date for commencement of stand-by, the Charterer may
complete this study prior to placement on stand-by, and the Charterer
shall advise the Shipowner of the envisaged date for completion of the
study in progress.
	 
	 	 	 	Stand-by position shall commence on expiry of the notice period
specified above, on condition that the Vessel has been in the port
envisaged for stand-by for a minimum of forty-eight (48) hours.
	 
	 	 	 	It is hereby agreed that in the event that the Vessel has not reached
the port selected by mutual agreement within a maximum period of
thirty (30) days following the contractual date for commencement of
stand-by as specified in the first paragraph above, and in the absence
of new information notified by the Charterer to the Shipowner within
this period, this request for placement on stand-by shall
automatically be null and void.
	 
	 	11.3	 	The Charterer shall advise the Shipowner in advance of the
approximate stand-by duration. The stand-by duration shall not be less
than thirty (30) days. The Charterer shall provide the Shipowner with
notice of at least fifteen (15) days to advise it of the date on which
normal service is to be resumed.
	 
	 	11.4	 	The costs for repatriation and return of the members of the crew
released from service on board during the stand-by period shall be for
account of the Charterer on the basis of the duration of their time
embarked, including where applicable compensation for dismissal or
costs for remaining on board, at the discretion of the Charterer.
	 
	 	11.5	 	The Shipowner may use stand-by periods to conduct works that may
be required to maintain the Vessel, and the Charterer shall be
authorised to carry out works on the geophysical materials and
equipment.
	 
	 	11.6	 	For a stoppage in port for more than thirty (30) days, the
Shipowner shall return to the Charterer any insurance premium that may
have been repaid by the Insurance Company, provided that the Vessel
remains subject to the charter at the charter fee for normal service
or at the charter fee for stand-by.




	 	 	 
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	12.	 	Refuelling operations




	 	12.1	 	The Charterer shall make arrangements for the supply and routing
of fuel for the Vessel at sea, and shall have sole responsibility
therefor. The Charterer shall however ensure that during port stops
the Vessel is refuelled at the quay.
	 
	 	12.2	 	The equipment used for refuelling operations at sea is the
property of the Charterer. The maintenance of this equipment shall be
the responsibility of the Charterer.
	 
	 	12.3	 	The captain shall alone be empowered to decide as to the
performance of refuelling operations at sea on the basis of local
conditions (traffic, meteorological constraints, suitability of the
refuelling vessel and/or its crew, etc.) and of the condition of the
equipment required for the transfer of fuel (risks of pollution).




	13.	 	Captain and crew




	 	13.1	 	The captain shall undertake all missions and voyages promptly and
shall comply to the greatest extent possible with the schedules that
have been provided to him by the Charterer or its mission chief,
without compromising the safety of the Vessel and/or its crew.
	 
	 	 	 	The captain shall report to the Charterer in respect of the use of the
Vessel, the maritime agencies and any other provisions associated with
the performance of geophysical prospecting works.
	 
	 	 	 	In the event that the captain reasonably believes that the fulfilment
of instructions received from the Charterer or its mission chief may
place the Vessel and/or its crew in danger, including as a result of
lack of fuel, he must so advise the mission chief immediately and
shall be entitled to refuse to fulfil such instructions: any all other
cases, such fulfilment of instructions shall fall within the sphere of
the obligations and responsibilities of the Shipowner.
	 
	 	 	 	The Charterer shall advise the captain of the area of operation
envisaged for the Vessel, and the captain shall be fully and solely
responsible for the selection of the route taken to reach this area of
operation or to get from one work zone to another.
	 
	 	 	 	The captain, officers and crew of the Vessel shall co-operate fully
with the Charterer, its mission chief and its technicians to ensure
the success of the mission.
	 
	 	 	 	In the event that the Charterer has reason to be dissatisfied with the
conduct of the captain, officers or crew of the Vessel, the Shipowner
shall conduct an inquiry into the matter promptly as soon as a
complaint has been received from the Charterer.
	 
	 	 	 	In the event that this becomes necessary and subject to the proviso
that personnel are available, the Shipowner shall replace the person
or persons about whom the Charterer has complained; the resulting
costs shall be for account of the Shipowner. If the Charterer requests
the replacement of personnel for commercial reasons, the Shipowner




	 	 	 
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	 	 	 	shall undertake such replacement but the costs occasioned shall be for
account of the Charterer.
	 
	 	13.2	 	The Vessel shall work day and night, if required, without the
Charterer being required to pay overtime amounts, except in accordance
with the provisions of Clause 7.3.
	 
	 	13.3	 	The captain and the chief engineer officer shall keep the ships
logs up-to-date and shall submit these to the representatives of the
Charterer at their request.
	 
	 	13.4	 	All deck and engine officers shall be able to speak in English,
when so required.
	 
	 	13.5	 	Nothing in this clause or in this Charterparty as a whole shall
be interpreted as a transfer to the Charterer of the nautical
management of the Vessel and any responsibilities associated
therewith.




	14.	 	Waiver of liability towards third parties
	 
	 	 	The Shipowner shall not be liable for loss or damage caused to third
parties by the specific activities of the Charterer, such loss and damage
being the sole responsibility of the Charterer. The Shipowner shall however
retain sole liability and charge for remedying any damage caused to third
parties by the Vessel, irrespective of the cause of such damage. No clause
contained in this Charterparty may be interpreted as constituting a waiver
by the Shipowner of the right to avail itself of a right limiting liability
that the Shipowner may have pursuant to the law or pursuant to any specific
agreement.
	 
	15.	 	Waiver of liability as between the Parties




	 	15.1	 	Each of the Parties shall bear the cost of accidents that may
occur to its employees during the performance of this Charterparty.
Each Party therefore renounces recourse against the other Party for
injury or death of its employees. It is understood that this waiver
does not prejudice any rights and recourse of the individuals or their
heirs, or the social security authorities, or any other similar
institution, such recourse remaining for account of the Party
responsible.
	 
	 	 	 	Each of the Parties shall bear the costs of loss and damage to its own
property and therefore of the damage therefrom, irrespective of the
cause thereof. It is thus stated that the Shipowner shall retain
responsibility for any losses and damage, irrespective of the cause
thereof, caused to the equipment described in para. 13 of Schedule 2B,
including the cost of the replacement or repair thereof, to the extent
that such loss or damage is covered by the Vessel’s hull insurance
policy. The Charterer, notwithstanding the provisions specified in the
paragraph below, shall retain responsibility for the cost of repair of
such equipment (including where necessary the replacement thereof) to
the extent that the loss or damage that resulted in such replacement
or repair is not covered by the Vessel’s hull insurance policy.
	 
	 	 	 	The Charterer, its sub-contractors, its clients, the sub-contractors
of its clients, the associates of its clients and their respective
personnel, agents and representatives engaged in the geophysical
activities of the Vessel as defined in Clause 5, shall not be




	 	 	 
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	 	 	 	liable for loss or damage caused to the Vessel (including the
equipment described in para. 13 of Schedule 2B) by their equipment or
activities (including damage resulting therefrom for any reason
whatsoever). The Shipowner and its personnel respectively shall not be
liable for loss or damage caused to material or equipment of the
Charterer (including damage resulting therefrom for any reason
whatsoever) during the performance of this Charterparty. The Shipowner
and the Charterer therefore waive recourse each against the other and
undertake to obtain from their insurers and other interested parties
the same reciprocal waiver of recourse.
	 
	 	15.2	 	The Charterer releases the Shipowner from any liability deriving
from non-compliance with local regulations, transportation of illegal
merchandise, contraband or trafficking of any nature alleged against
its personnel and/or its client and/or any person on board through its
offices.
	 
	 	15.3	 	No provision in this Charterparty as a whole shall be interpreted
as a transfer of liability from the Shipowner to the Charterer.




	16.	 	Insurance




	 	16.1	 	The Shipowner shall insure, at its cost and against all risks,
the Vessel’s hull and engines as well as its own crew, their civil
liability and the risks of war, at the normal rate, and generally
speaking shall take out any insurances required for the purpose of
meeting the requirements of this Charterparty and the schedules
thereto.
	 
	 	 	 	In the context of Vessel’s hull insurance, the Shipowner shall insure,
at its own cost, the geophysical equipment fitted in the Vessel, a
list of which appears in para. 13 of Schedule 2B; the excess for this
insurance, to the extent that this equipment is the subject of a
claim, shall be divided between the Shipowner and the Charterer on a
pro rata basis according to the damage sustained as assessed by the
insurers.
	 
	 	 	 	The Shipowner shall also insure the work boat specified in Schedule 3,
which shall be subject to a reduced excess as compared to the other
geophysical equipment, with this excess and the non-insured portion of
any damage being for account of the Charterer.
	 
	 	 	 	Each year, the Shipowner shall provide copies of the hull, P & I and
pollution insurance contracts.
	 
	 	 	 	Such insurance or insurances shall be required to contain a waiver of
recourse on the part of the insurers by which such insurers undertake
not to take any action against the Charterer, its personnel, the
sub-contractors of the Charterer, the clients of the Charterer and
their respective sub-contractors and associates, personnel, agents or
representatives, whether these are its employees or otherwise, who are
engaged in the geophysical activities of the Vessel or who are on
board through the offices of the Charterer.
	 
	 	16.2	 	The Charterer shall be responsible for insuring its equipment,
personnel and any person on board the Vessel through its offices, and
the responsibilities incumbent upon it in application of Clause 14.
Such insurance or insurances shall be required to contain a waiver of
recourse on the part of the insurers against the Shipowner.




	 	 	 
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	 	 	 	In this clause, sub-contractor shall be taken to mean any entities
contractually linked either with the Charterer or with the clients of
the Charterer.
	 
	 	16.3	 	The Shipowner and the Charterer shall work together to arrange,
following the Conversion, any adjustments to the insurance cover for
the Vessel and new equipment and materials equipping it, according to
their respective interests in these new installations and in
particular for the geophysical equipment that is owned by the
Shipowner.




	17.	 	Advances
	 
	 	 	The Charterer shall advance to the captain, if so requested, through its
port agents, the amounts of money necessary to cover the normal
requirements of the Vessel, but up to a maximum amount of fifteen thousand
US Dollars ($15,000) per month or the equivalent amount in local currency.
For advances exceeding five thousand US Dollars ($5,000), the Shipowner
shall endeavour to provide reasonable notice. These advances shall be
deducted at the time of payment of the charter fees to the Shipowner.
	 
	 	 	However, in the event that the provision of these advances would engender
particular difficulties for the Charterer in certain ports, the Charterer
shall advise the Shipowner, which shall then take responsibility for the
provision in such ports of the advances requested by the captain.
	 
	18.	 	Loss of the Vessel
	 
	 	 	In the event that the Vessel is lost or reported missing, whether loss is
total or assumed to be total, the charter fees shall cease to be paid as
from the date of the loss. If the date of the loss cannot be precisely
determined, half of the charter fee shall be paid as from the date on which
the last news of the Vessel was received until the estimated date of its
next arrival in the next scheduled port/site. Any charter fees paid in
advance shall be repaid to the Charterer pro rata temporis.
	 
	19.	 	Salvage




	 	19.1	 	Any salvage or assistance services rendered by the Vessel to
other vessels shall be decided upon by mutual agreement (except in the
case of saving of human lives, in which case the captain alone shall
decide) between the Shipowner and the Charterer; benefits shall be
shared equally between the Shipowner and the Charterer, following
deduction of crew costs and any other costs associated with the
operation, including remuneration paid pursuant to this Charterparty
during the time lost for purpose of carrying out rescue operations as
well as the repair of any damage and the lubricants and fuels
consumed.
	 
	 	 	 	The Charterer shall be bound by any undertakings made by the Shipowner
in respect of providing payment for salvage operations and
establishing the amount therefor.




	 	 	 
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	 	19.2	 	In the event that the Vessel is required to provide assistance to
any other vessel owned or chartered by the Charterer or by a CGG Group
company and if the Shipowner would normally be entitled to claim any
sum of money for such assistance, the Shipowner hereby agrees not to
claim, directly or indirectly, any compensation in respect of the
cargo and equipment or materials belonging or entrusted to the care of
or leased to the Charterer and embarked on the vessel to which
assistance is provided.




	20.	 	Sub-charter
	 
	 	 	The Charterer shall have the right (with the prior agreement of the
Shipowner) to sub-charter the Vessel after having provided the Shipowner
with notice of sixty (60) days. The agreement of the Shipowner shall not
however be required in the case of a sub-charter to a CGG Group company.
	 
	 	 	In the event of any sub-charter, the Charterer shall remain liable to the
Shipowner for the satisfactory performance of this Charterparty in all
circumstances.
	 
	21.	 	War




	 	21.1	 	The Vessel shall not, except with the prior consent of the
Shipowner, be directed to or continue on a route towards any area, or
continue a voyage, or be used for a service that would take it into an
area that would be hazardous as a result of acts of war, whether
actual or threatened, hostilities, similar operations, acts of piracy
or hostilities directed against the Vessel or its cargo, by any
person, body or State, revolution or civil war. Furthermore, the
Vessel shall not be exposed in any manner to any risks or penalties,
as a result of the application of sanctions, or transport merchandise
that could in any manner expose it to risks of seizure, capture,
penalties or other intervention on the part of warring or fighting
powers or parties or by any government or governing agency.
	 
	 	21.2	 	In the event that the Vessel approaches or receives an order to
travel to such an area, or would be exposed in any manner to such
risks:




	 	–	 	the Shipowner shall be entitled, as such action
proceeds, to insure its interests in the Vessel against any risks
likely to be incurred as a result, under conditions that it deems
to be suitable; the Charterer shall be required to repay the
premiums to the Shipowner when requested to do so, up a maximum
of the excess premiums established by the insurance for war risks
in areas excluded from cover at the normal rate for these risks
by French insurance policies;
	 
	 	–	 	the Charterer shall also repay the excess premiums that
may be associated with the “loss of charter earnings” cover of
the Shipowner as a result of navigation in the areas in question;
the cover for charter fees envisaged by this provision shall not
exceed three (3) months’ charter fees at the stand-by rate;
	 
	 	–	 	notwithstanding the provisions of Clause 11,
remuneration shall be payable for any time lost, including time
lost as a result of loss or damage affecting the captain,
officers or crew, or as a result of the refusal of the crew to
travel to such an area or to be exposed to such risks.




	 	 	 
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	 	21.3	 	In the event that the wages of the captain, officers and/or crew,
or the cost of supplies and/or items procured for deck and/or engineer
requirements and/or insurance premiums, is increased as a result of
the existence or during the existence of the events specified in para.
21.1, the amount of any increase shall be added to the remuneration
and paid by the Charterer on presentation of the account by the
Shipowner, such an account to be submitted each month.
	 
	 	21.4	 	The Vessel shall have liberty to comply with any orders or
directives relative to departures, arrivals, routes, stopover ports,
stoppages, destinations, deliveries or in any other matter provided by
the government or any person (or body) acting or claiming to act with
the authority of such government or for any committee or person
having, under the conditions of the insurance against risks of war in
respect of the Vessel hull, the right to give such orders or
directives.




	22.	 	Requisition or detention
	 
	 	 	In the event that the Vessel is detained or requisitioned by any national
authority, the Vessel shall be deemed to be subject to “suspension of
charter” as from the day of such requisition or detention. The Shipowner
and the Charterer shall work together in the performance of any possible
actions for the purpose of ensuring the release of the Vessel.
	 
	 	 	Any compensation that may be paid in respect of the requisition, and being
in excess of the specific insurances of the Shipowner (loss of operation,
Vessel hull insurance) shall be shared between the Shipowner and the
Charterer according to a formula to be defined by mutual agreement.
	 
	23.	 	Persons not authorised on board and confidentiality
	 
	 	 	Except in the context of a salvage operation, the Shipowner and the captain
shall not allow the embarkation onto the Vessel (whether at sea or in port)
of any person other than the members of the crew or the agents of the
Shipowner or of the Charterer, unless such person or persons have been
given written permission to come aboard by the mission chief or the
Charterer’s captain. The Shipowner undertakes, on its own behalf and on
behalf of its agents, to comply with the confidentiality clause appearing
in Schedule 1 and to ensure compliance therewith.
	 
	24.	 	Charter fees




	 	24.1	 	The various charter fees payable for normal service or stand-by
service by the Charterer in performance of this Charterparty are
established in Schedule 4. No charter fees shall be payable by the
Charterer for the duration of any period of suspension as specified in
Clause 1.2. (b) above.
	 
	 	24.2	 	The daily portion of the charter fee — normal service —
applicable as from the completion of the Conversion appearing under
the heading “Opex” on the table in Schedule 4 (and corresponding to
the operating costs for the Vessel — technical costs, crew costs and
insurance as specified in Clause 16.1) — shall be indexed annually and
revised at the end of each three-year period and where applicable
adjusted under the conditions specified




	 	 	 
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	 	 	 	in this Clause. It is specified for the application of the provisions
below that the seventh and eighth years of charter shall be deemed to
constitute together a three-year period.
	 
	 	a)	 	Annual flat-rate indexing of Opex
	 
	 	 	 	On each anniversary of the date of resumption of the charter as
specified in Clause 1.2. (c) above, this portion of the charter
fee shall be increased on a flat-rate basis by three percent
(3%), with effect from the first day of the following year.
	 
	 	b)	 	Any three-yearly adjustment of Opex
	 
	 	 	 	On expiry of each three-year period following the date of
resumption of the charter as specified in Clause 1.2. (c) above,
a comparison shall be undertaken between:




	 	(i)	 	the total amount of the
annual operating costs as indexed annually in
application of a) above during the three-year
period that has just been completed (“Indexed
Three-yearly Operating Costs”, or -ITOC-);
	 
	 	 	 	and
	 
	 	(ii)	 	the total amount of the
actual annual operating costs for the Vessel over
the same three-year period (“Actual Three-yearly
Operating Costs”, or -ATOC-).




	 	 	If the variation percentage
— positive or negative — between the
Indexed Three-yearly Operating Costs and the Actual Three-yearly
Operating Costs is less than or equal to six percent (6%), no
adjustment shall be made to the portion of the charter fee
corresponding to operating costs for this three-year period.
	 
	 	 	In the opposite case, if this
variation percentage — positive or
negative — is greater than 6%, an adjustment — either upward or
downward — shall be made to the portion of the charter fee
corresponding to the operating costs for the three-year period in
question. The amount of this adjustment to the charter fee (“FA”)
shall then be calculated by application of the following formula:



FA = ATOC – (ITOC x 1.06)



	 	 	 	If FA is negative, the amount thereof shall be paid forthwith by the
Shipowner to the Charterer.
	 
	 	 	 	If FA is positive, the amount thereof shall be paid forthwith by the
Charterer to the Shipowner.
	 
	 	c)	 	Three-yearly review of Opex




	 	 	 	Irrespective of the percentage of the variation observed at the
expiry of any three-year period between the Indexed Three-yearly
Operating Costs and the Actual Three-yearly Operating Costs, the
portion of the daily charter fee – normal service




	 	 	 
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TRANSLATION FROM THE OPERATIVE FRENCH VERSION



	 	 	 	- corresponding to the costs for operation of the Vessel
applicable with effect from the first day of the following
three-year period shall be recalculated on the basis of the
actual operating costs for the third year of the preceding
three-year period and the annual indexing specified in a) above
shall be applied to this new amount.
	 
	 	d)	 	Elements exclusively indexed
	 
	 	 	 	The amount appearing under the heading “Mgt fees” in the table in
Schedule 4 as well as the remuneration payable for the work boat
agreed in Point 4.3.5 of Schedule 4 shall be subject only to
flat-rate annual indexing of three percent (3%) as defined in a)
above, for the entire term of the charter.




	 	24.3	 	In the event that, at the request of the Charterer or its
clients, the turnover of the personnel of the party managing the
Vessel on behalf of the Shipowner is more frequent than is normal
practice on geophysical survey vessels managed by the same managing
entity, the additional costs that result shall be for account of the
Charterer.
	 
	 	24.4	 	In addition to the charter fees payable, as agreed in Schedule 4,
the Charterer shall pay to the Shipowner, in respect of the feeding of
the personnel of the Charterer, an all-inclusive amount of
thirty-three US Dollars and fifty cents ($33.50) per man per day; this
amount will be indexed at a rate of two point five percent (2.5%) per
annum.
	 
	 	24.5	 	The various components of the charter fees as defined above shall
be paid in accordance with Clause 25.




	25.	 	Payment terms




	 	25.1	 	The charter fees specified in Clause 24 shall apply for the
respective date and time for delivery as indicated in Clauses 1 and 2.
	 
	 	25.2	 	The payment of the charter fees shall take place in cash on a
monthly basis and in advance on presentation of an invoice, without
discount. Except in the case of settlement of the initial charter fee
made on the day of delivery of the Vessel to the Charterer, the
invoice for each monthly charter fee must reach the Charterer a
minimum of thirty (30) days prior to its due date.
	 
	 	 	 	However, payment of the initial monthly charter fee due following the
Conversion shall be made by the Charterer on the day when the Vessel
is made available to the Charterer as specified in Clause 1.2 (c) of
this Charterparty. The Shipowner shall endeavour, to the greatest
extent possible, to notify the Charterer of the date on which the
Vessel will be made available once again, with a notice period of two
working days. In the absence of such notification from the Shipowner,
this initial charter fee due shall be payable by the Charterer at the
latest on the third working day following the date on which the Vessel
is once again made available.
	 
	 	 	 	Payments are to be made by the Charterer for credit to such bank
account as is indicated by the Shipowner.




	 	 	 
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TRANSLATION FROM THE OPERATIVE FRENCH VERSION



	 	 	 	Any charter fees and other sums unpaid two (2) working days after
their due date shall automatically accrue interest in favour of the
Shipowner at a rate equal to LIBOR three (3) months plus two (2)
points calculated up to the date on which they are effectively paid
into the Shipowner’s account, without prejudice to the enforcement of
the rights of the Shipowner in accordance with para. 25.6 hereinbelow.
	 
	 	25.3	 	At the time of payment, the Charterer shall be authorised to deduct the following:




	 	•	 	amounts corresponding to any periods when service was interrupted during the
preceding month or months and not yet recovered;
	 
	 	•	 	the amount of any sums paid by the Charterer on behalf of the Shipowner (minor
works etc.).




	 	25.4	 	The right of the Charterer to deduct the amounts owing thereto
does not in any way constitute an impediment to the right of the
Charterer to exercise other rights and avenues of recourse pursuant to
this Charterparty or in application of the law.
	 
	 	25.5	 	The charter fees as defined in Schedule 4 take into consideration
all of the costs that the Shipowner has undertaken or shall undertake
in the provision and maintenance of the Vessel and the service in
accordance with the stipulations of this Charterparty.
	 
	 	25.6	 	In the event that the Charterer fails to make payment of the
charter fees due to the Shipowner, the Shipowner shall have the right
to require such payment in writing from the Charterer; if the payment
is still not made within eight (8) calendar days following receipt of
such requirement to pay, the Shipowner shall have the right to
withdraw the Vessel from the service of the Charterer without protest
and without the intervention of any court, without any particular
formality and without prejudice to any other claim or damages that the
Shipowner may claim from the Charterer.




	26.	 	Modification and transformations




	 	26.1	 	Subsequent to the Conversion, the Charterer shall be authorised
to effect, at its own risk and cost, such transformations as it deems
necessary for the purpose of adapting the Vessel to the requirements
of its activities. The Charterer shall advise the Shipowner in advance
of any works and modifications affecting the Vessel (subject to the
proviso that the safety of the Vessel not be compromised), and in all
areas, with the agreement of the Shipowner, which shall provide any
reasonable assistance to the Charterer.
	 
	 	 	 	The transformation procedures concerned must be performed with the
agreement of the competent maritime authorities and the Vessel’s
classification society where the works impact upon such entities.
	 
	 	 	 	The Vessel shall be returned and reinstated as agreed in Clause 3
above. The modifications or transformations made during the charter
period may be left in place without charge to the Shipowner if it so
wishes.
	 
	 	 	 	The equipment that the Charterer has installed during the charter
period shall, at the discretion of the Charterer, upon expiry of this
Charterparty, be either removed from the




	 	 	 
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	 	 	 	Vessel at the cost of the Charterer or left on board without cost for
the Shipowner, which shall automatically become the owner thereof. The
time required and the cost incurred for reinstatement associated with
any removal of such equipment by the Charterer shall be for account of
the Charterer.
	 
	 	 	 	During the period required for the works, the stand-by charter rates
shall apply. However, if it is agreed that the Shipowner shall provide
the same services as during normal service, the corresponding charter
fee shall apply.




	27.	 	Arbitration
	 
	 	 	Any dispute as to the application and/or interpretation of this
Charterparty shall be subject to arbitration in Paris, according to the
procedure of the Maritime Arbitration Court of Paris. This Charterparty
shall be interpreted in accordance with French law.
	 
	28.	 	General Average
	 
	 	 	General Average, if any, shall be adjusted according to the York-Antwerp
Rules 1994 or any subsequent amendments thereto, as in force at the time of
the casualty. Remuneration shall not contribute to General Average.
	 
	29.	 	Sundry provisions




	 	29.1	 	Delegation of this Charterparty:
	 
	 	 	 	This Charterparty is personal to the Parties, and it may not therefore
be delegated by either Party.
	 
	 	 	 	However, for the purposes of the financing of the Conversion, the
Shipowner shall have the right to delegate this Charterparty as
security for such financing.
	 
	 	29.2	 	The Shipowner shall have the option of changing the Vessel’s flag
during the term of this Charterparty, with such change being subject
to the prior agreement of the Charterer. Such agreement may not be
refused without valid grounds.
	 
	 	29.3.	 	In this Charterparty, the term “month” shall be taken to mean a
calendar month.
	 
	 	29.4.	 	The following Schedules, which are attached to this
Charterparty, constitute an integral part thereof:




	 	 	 	 	 	 	 
	-	 	
Schedule 1
	 	–
	 	Confidentiality
	-	 	
Schedule 2A
	 	–
	 	Technical characteristics of the Vessel prior to Conversion
	-	 	
Schedule 2B
	 	–
	 	Technical characteristics of the Vessel following Conversion
	-	 	
Schedule 3
	 	–
	 	List of geophysical equipment owned by the Charterer on board the CGG MISTRAL following Conversion




	 	 	 
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TRANSLATION FROM THE OPERATIVE FRENCH VERSION



	 	 	 	 	 	 	 
	-	 	
Schedule 4
	 	–
	 	Applicable Charter fees
	-	 	
Schedule 5
	 	–
	 	Technical objectives of Conversion
	-	 	
Schedule 6
	 	–
	 	Conversion of the Vessel
	-	 	
Schedule 7
	 	–
	 	Calculation of the time credits for Clauses 9 and 10 Calculation of reductions in charter fees




	30.	 	Option to purchase
	 
	 	 	On expiry of the period of eight (8) years as agreed in Clause 1.2 (c)
above, and subject to the proviso that the Charterer has fulfilled the
obligations incumbent thereupon in performance of this Charterparty, the
Charterer shall have the right to request that the Shipowner transfer
ownership in the Vessel to the Charterer (with the right to substitute its
parent company, Compagnie Générale de Géophysique).
	 
	 	 	The Shipowner must be advised of the exercise of this option to purchase at
the latest three (3) months prior to the date of expiry of this
Charterparty.
	 
	 	 	Subject to the prior payment by the Charterer of all amounts due in
performance of this Charterparty, the transfer of title in the Vessel to
the Charterer shall take place on its date of expiry, for an amount of [*],
payable in cash against transfer of ownership in the Vessel.
	 
	 	 	The Vessel shall be sold on the basis “as is, where is”, which is agreed
by the Charterer.
	 
	31.	 	Notifications
	 
	 	 	For the performance of this Charterparty and throughout the term thereof,
the Parties elect domicile as follows:




	 
	The Shipowner:
	 
	KANTWELL OVERSEAS SHIPPING COMPANY S.A.
	C/O LOUIS DREYFUS ARMATEURS
	Fleet Management Department
	87, avenue de la Grande Armée
	75782 Paris Cedex 16
	Telephone: +33 (0)1 40 66 11 11
	Facsimile: +33 (0)1 45 00 23 97
	Telex: 645188
	 
	The Charterer:
	 
	C.G.G. MARINE
	Département Opérations
	1, rue Léon Migaux 91341 Massy
	Telephone: +33 (0)1 64 47 30 00 / 64 47 36 58
	 
	Facsimile: +33 (0)1 64 47 39 45
	Telex: 692442+




	 	 	 
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TRANSLATION FROM THE OPERATIVE FRENCH VERSION


Entered into in Paris, on 25 June 2002

In two original copies.

	 	 	 
	THE CHARTERER:	 	
THE SHIPOWNER:
	 
	 
	[signed]




CGG MARINE	 	
[signed]




KANTWELL OVERSEAS SHIPPING

COMPANY S.A.






	 	 	 
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TRANSLATION FROM THE OPERATIVE FRENCH VERSION


SCHEDULE 1



CONFIDENTIALITY



The Shipowner, its agents and its employees hereby agree, through this
confidentiality undertaking:



	 	–	 	to treat as confidential and not to disclose
information that may be sent to them and more generally anything
that they may learn as to the methods, techniques and equipment
used by CGG MARINE, irrespective of whether such methods,
techniques and equipment are specific to it or employed by
agreement with third parties.
	 
	 	–	 	to treat as confidential and not to disclose anything
that they may learn as to the results of geophysical prospecting
activities, irrespective of the dates on which such activities
are effected and the methods and resources employed.



They acknowledge that CGG MARINE is the exclusive owner of these results.


They acknowledge that improvements due to modifications that they may suggest
in respect of the methods, techniques and equipment employed by CGG MARINE
shall become the industrial property of CGG MARINE, subject to the individual
rights recognised by the law to inventor employees.



	 	 	 
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TRANSLATION FROM THE OPERATIVE FRENCH VERSION


SCHEDULE 2 A



TECHNICAL CHARACTERISTICS OF THE VESSEL PRIOR TO CONVERSION




	1.	 	DESCRIPTION OF THE VESSEL PRIOR TO CONVERSION




	 	 	 
	Name:	 	
“CGG MISTRAL”
	 
	Flag:	 	
Panama
	 
	Port of registration:	 	
Panama
	 
	Constructed:	 	
May 1991- BAATSERVICE VERFT MANDAL, NORWAY
	 
	Class:	 	
Bureau Véritas
	 	 	
Class 1
	 	 	
X Special service / Seismic survey vessel
	 	 	
Unrestricted navigation
	 	 	
     Ice III
	 	 	
X AUT – UMS
	 	 	
X MACH
	 	 	
SOLAS 1983- OMI 534
	 
	Designator:	 	
3 F H D 6
	 
	Dimensions:	 	
Overall length: 95.50 m
	 	 	
Length between perpendiculars: 84.96
	 	 	
Beam: 15.60 m
	 	 	
Max beam: 20.16 m
	 	 	
Depth to main deck: 7.10 m
	 	 	
Freeboard draught: 6.00 m
	 
	Gross tonnage:	 	
4417 (UMS)
	Register tonnage:	 	
1325 (UMS)




	2.	 	USABLE CAPACITIES




	 	 	 	 	 
	Heavy fuel oil	 	
:
	 	766 m3
	Diesel	 	
:
	 	83 m3
	Gas oil	 	
:
	 	2 m3
	Fresh water	 	
:
	 	115 m3
	Production of fresh water	
:
	 	2 x 10 t / day




	 	 	 
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	Ballast	 	
:
	 	300 m3
	Oil for seismic cables	 	
:
	 	45 m3




	3.	 	SPEED / PERIOD OF OPERATIONS [AUTONOMY]




	 	 	 	 	 
	Cruising speed (travel)	 	
:
	 	14 knots
	Traction in operations	 	
:
	 	approx. 25 t
	Period of Operations [Autonomy]	 	
:
	 	max 40 days
	Daily consumption	 	 	 	 
	Transit	 	
:
	 	5 t HFO




	4.	 	PROPULSION SYSTEM / AUXILIARY ENGINES




	 	 	 	 	 
	Main engine
BRM8	 	
:
	 	1 x 3000 Kw BERGEN DIESEL –
	 
	Fuel	 	
:
	 	HFO max: 380 Cst at 15°C
	 
	Propulsion
propeller	 	
:
	 	ULSTEIN – LIAAEN variable pitch
	 
	Auxiliary engines
DIESEL	 	
:
	 	3 x 1200 Kw / 720 rpm BERGEN KRG 8
	 
	Back-up generator
PENTA	 	
:
	 	1 x 300 Kw / 440 V / 60 Hz VOLVO
	 	 	 	 	TAMD 162/L5A 475 M




	5.	 	HULL FITTINGS




	 	 	 
	Steering gear	 	
: Type ZUO – HYDROSTER (Poland)
	 
	Steerable bow thruster	 	
: 1 x 520 Kw variable pitch BRUNVOLL A/S

AR – 55 LNC- 1600
	 
	Transverse stern thruster	 	
: 1 x 250 Kw fixed pitch – two-speed
ZAMECH-LIAAEN (Poland) Type N. 1.3-250
	 
	Windlass	 	
: TOWIMOR- KVII 42- 2LO101 hydraulic-powered (Poland)
	 
	Capstan (no.: 2)	 	
: TOWIMOR- G3 A/023 hydraulic-powered (Poland)




	 	 	 
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	Loading cranes:






	 	 	 
	- stern, starboard	 	
: 1 x 2.3 t @ 10 m MCV-1085- 2.3 T – 10
	- stern, port	 	
: 1 x 3 t @ 10 m
 MCV – 1085-3 T-10 (hydraulic)
	- aft	 	
: 1 x 1 t @ 6 m MCV- 856- IT –6M (hydraulic) HYDRALIFT



	 
	Rescue craft:





	 
	- 1 life raft – type MATHILDA supplier: JORGENSE & VIK A/S 46 persons
	- 1 MOB boat – type UFAS Seabear 23 MK Ila
	- 7 RFD floats for 141 persons
	- 8 buoys / 12 life jackets (mandatory) + 110 additional
	- 55 survival suits



6.     RADIO – NAVIGATION SYSTEMS



	 	 	 	 	 	 	 
	1	 	
Rudder Angle indicator
	 	Robertson
	 	Panorama I
	2	 	
Auto Pilot
	 	Roberson
	 	AP9 MK2
	1	 	
Remote control
	 	ZR/ Bridge
	 	BERGEN DIESEL
	1	 	
Radar S-Band (10 cm)
	 	JRC / Raytheon
	 	ARPA/3410/12SU1
	1	 	
Radar X-Band (3 cm)
	 	JRC / Raytheon
	 	Tm/ 2525/7XU
	1	 	
Gyro compass
	 	SPERRY
	 	MK37 Mod.E
	1	 	
Echo sounder
	 	JRC
	 	JFE 570S
	1	 	
Speed log
	 	SAGEM
	 	LHS
	1	 	
GPS Receiver
	 	Koden
	 	KGP 38
	1	 	
Radio Station GMDSS – A1/A2/A3
	 	Sailor
	 	Compact 2000
	 	 	
Including:	 	 	 	 
	 	 	
2 VHF Radiotelephony
	 	Sailor
	 	RT 2048
	 	 	
2 VHF Dsc
	 	Sailor
	 	RM 2042
	 	 	
1 MF/HF Transceiver / 600 W
	 	Sailor
	 	T 2131
	 	 	
1 MF/HF Dsc
	 	Sailor
	 	RM 2150
	1	 	
VHF
	 	ICOM
	 	ICM 56
	1	 	
VHF
	 	Sailor
	 	RT 2047
	1	 	
VHF
	 	Sailor
	 	RT 2048
	1	 	
Pabx system
	 	Vingtor
	 	VMP 112/8
	1	 	
Talk Back System
	 	Vingtor
	 	VRC
	1	 	
Weather chart receiver
	 	JRC
	 	JA X 9
	1	 	
Navtex receiver
	 	JRC
	 	NCR 300A
	1	 	
Satcom Inmarsat A
	 	JRC
	 	JUE-45 A MK II
	1	 	
Satcom Inmarsat C
	 	SPERRY
	 	MCS-3C




	 	 	 
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	1	 	
Satcom Inmarsat C
	 	Sailor
	 	H2095B
	1	 	
Telefaxsimile
	 	Panasonic
	 	KFX-3000
	1	 	
Radio direction finder
	 	TAIYO
	 	ADDF TD C318
	1	 	
Epirb
	 	Kannad
	 	406 WH
	2	 	
Radar Transponder
	 	Serpe Iesm
	 	Rescuer
	3	 	
Portable VHF GMDSS
	 	Jotron
	 	Tron
	1	 	
MF/HF Transceiver
	 	Sailor
	 	RE 2100
	1	 	
Homing Transmitter 410 Khz
	 	Sait
	 	ET 150
	4	 	
Portable VHF Walky-Talky
	 	Motorola
	 	MX 1000
	1	 	
Aeronautical fixed VHF
	 	Icom
	 	IC A 200
	1	 	
Aeronautical portable VHF
	 	Icom
	 	IC A 3E
	1	 	
Engine Remote Control
	 	Bergen Diesel
	 	ZR/Bridge
	1	 	
Alarm & Monitoring system
	 	Norcontrol
	 	DataChief-7 midi




	7.	 	FACILITIES




	 	 	 	23 single cabins with toilet facilities
	 	 	 	16 double cabins with toilet facilities
	 	 	 	including 23 cabins reserved for Charterers personnel
	 	 	 	Hospital facility with 2 beds
	 	 	 	Dining room / cafeteria for 46 persons
	 	 	 	Fully air-conditioned areas
	 	 	 	Cool rooms for 40 days supplies for 55 persons




	8.	 	AREAS RESERVED FOR CHARTERERS




	 	 	 	- Laboratories (separately air-conditioned)
	 	 	 	- Magnetic tape store
	 	 	 	- Service rooms (lab, stores, workshop, etc)
	 	 	 	- On the working deck
	 	 	 	- Rooms for recording cables
	 	 	 	- Hydraulic machine room




	9.	 	HIGH-PRESSURE COMPRESSORS




	 	 	 	4 x 1100 CFM- LMF Type VSG 31/30
	 	 	 	in a separate room
	 	 	 	3300 CFM at 138 bars on deck




	10.	 	ELECTRICITY PRODUCTION




	 	 	 	Alternators: 3 x 1510 kva, 440 V / 60 hz HITZINGER – SGV- 1C-10T




	 	 	 
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	 	 	 	The electricity production enables, as a maximum requirement, the
simultaneous and continuous operation at sea of three high-pressure
compressors or equivalent consumption.




	 	 	 
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TRANSLATION FROM THE OPERATIVE FRENCH VERSION


SCHEDULE 2B



TECHNICAL CHARACTERISTICS OF THE VESSEL FOLLOWING CONVERSION



The provisions contained in this schedule define the modifications to be made to the Vessel

during the Conversion as compared to its description appearing in Schedule 2A.



On presentation of the Vessel by the shipyard responsible for the Conversion for acceptance

by the Shipowner, the technical characteristics of the Vessel will be adjusted on the basis of

the actual data as accepted.



A new Schedule 2 containing all of the actual data from Schedules 2A and 2B will be prepared

and will be substituted automatically for this Schedule 2B.



Therefore, as from the preparation of such schedule, any reference in this Charterparty to

Schedule 2B will be read as a reference to this new Schedule 2.




	1.	 	DESCRIPTION OF THE VESSEL FOLLOWING CONVERSION
	 
	 	 	The principal changes in the Vessel following Conversion relate to the
following: enlargement of the Vessel from 15.6 m to 22.9 m via the addition
of sponsoons; an increase in the number of streamers from 6 to 10; a new
seismic hangar with separate source deck and streamer deck and new helideck;
a new, larger instrument room with more seismic rooms; increase in
propulsion power from 3,000 kW to approximately 8,700 kW, including 2 new
full and independent propulsion units; increase in fuel and fresh water
capacity; addition of 3 rolling-resistance tanks and new cabins for 4
additional persons on board.
	 
	2.	 	USABLE CAPACITIES




	 	 	 
	MDO	 	
: approx. 1600 m3
	Fresh water	 	
: approx. 200 m3
	Oil	 	
: approx. 45 t
	Streamer oil	 	
: approx. 30 t




	3.	 	SPEED / AUTONOMY




	 	 	 
	Speed of travel	 	
: 14.5 knots
	Autonomy	 	
: 30 days
	Traction @ 5 knots	 	
: 80 tonnes




	 	 	 
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	4.	 	PROPULSION SYSTEM / AUXILIARY ENGINES
	 
	 	 	Two new full propulsion units will be installed in the sponsoons. Each unit
will comprise the following:




	 	 	 
	-	 	
a MAK 6L32C propulsion engine, power 2,880 kW @ 600 rpm
	-	 	
a flexible coupling
	 	 	
- a vertical reducer, type Volda ACG 680, ratio 4:1, approximately
	-	 	
a shaft line, including brake, locking, couplings and bearings
	 	 	
- a steerable pitch propeller with diameter 3,300 mm at 150
rpm approx. supplied by Scana-Volda
	-	 	
alarms relative to the engine and the propulsion system
	-	 	
local and remote control panels




	5.	 	HULL FITTINGS




	 	5.1	 	Deck cranes
	 
	 	 	 	Three new electro-hydraulic cranes with articulated arm will be
installed on deck 06. Their respective capacities are as follows:




	 	•	10 t @14 m port, torque 42 ;
	 
	 	•	10 t @14 m starboard, torque 42 ;
	 
	 	•	1 t @ 9 m, torque 68.



NB: the existing cranes will be moved aft to be used as reserve cranes.


All of the cranes will be radio-controlled.



	 	5.2	 	Windlasses and capstans
	 	 	 	Windlasses and capstans will be changed, as will the anchor lines.
The new mooring equipment will comply with the new equipment number
(type and manufacturer to be specified). The forward capstans will be
two-speed to facilitate re-supply procedures at sea.
	 
	 	5.3	 	Steering gear
	 	 	 	Two new steering units (type and manufacturer to be specified) will be
installed in the sponsoons. The control will be interfaced with the
existing steering system so as to enable synchronisation of the three
steering systems. During port manoeuvres, the two external steering
units may be manoeuvred independently.
	 
	 	5.4	 	Thrusters
	 	 	 	Steerable bow thruster      : unchanged
	 
	 	5.5	 	Sundry
	 	 	 	A new 500,000 Kcal / hour incinerator will be installed. It will be
adapted to burn solids as well as oils.
	 	 	 	A new load calculator will be installed. It will be interfaced with a
full system of level sensors.




	 	 	 
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	5.6	 	Rescue craft
	 
	 	 	All of the rescue craft will meet the requirements of SOLAS 2001.
	 
	 	 	A new life boat for 60 persons will be installed to port (type and supplier
to be specified).
	 
	 	 	A new MOB boat will be installed to starboard, aft of the living quarters
(type and supplier to be specified).
	 
	5.7	 	A work-boat davit
	 
	6.	 	RADIO – NAVIGATION SYSTEMS — HELIDECK
	 
	6.1	 	Navigation systems
	 
	 	 	Two new ARPA radars (S band and X band) will be installed in the wheelhouse.
	 
	6.2	 	Other equipment
	 
	 	 	A new closed-circuit camera system will be installed on the seismic decks.
	 
	6.3	 	Helideck
	 
	 	 	Helideck for Super Puma fitted above seismic hangar. In accordance with
French, Norwegian and English national regulations and with SOLAS.
	 
	7.	 	FACILITIES
	 
	 	 	Four additional cabins will be added to deck 05, including 2 cabins for
“senior officer” and 2 cabins for “officer”. The total number of persons on
board will therefore be 59 following Conversion.
	 
	 	 	A crew office will be added to deck 05.
	 
	8.	 	AREAS RESERVED FOR THE CHARTERER
	 
	8.1	 	On the main deck (01)

The instrument room will be enlarged to just behind rib 22. Five new
offices, adjacent to the instrument room, will be provided.
	 
	 	 	A new UPS room will be created aft of the instrument room.
	 
	 	 	Two large tape stores will be created in the sponsoons.
	 
	 	 	The existing cable storage will be converted into a hydraulic machine room.
	 
	8.2	 	On the source deck (02)
	 
	 	 	Tail buoy room
	 
	 	 	Change room
	 
	 	 	Gun office
	 
	 	 	Maintenance room
	 
	 	 	Gun store
	 
	 	 	Gun workshop
	 
	8.3	 	On the streamer deck (04)
	 
	 	 	Control cabin
	 
	 	 	AUT rooms (2)
	 
	 	 	Cable storage




	 	 	 
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	 	 	Cable office
	 
	 	 	Battery stores
	 
	 	 	Chemical stores
	 
	 	 	PPE room
	 
	 	 	Work boat room
	 
	8.4	 	Allocation of cabins




	 	 	 
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	8.4	 	Allocation of cabins







	 	 	 
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	9.	 	HIGH-PRESSURE COMPRESSORS
	 
	 	 	Unchanged
	 
	10.	 	ELECTRICITY PRODUCTION
	 
	 	 	Unchanged
	 
	11.	 	EQUIPMENT AND SAFETY
	 
	 	 	The safety equipment is in line with the recommendations of SOLAS 2001 and
complies with the following geophysical regulations:




	 	 	 	- Health, safety and environmental schedules from marine geophysical
operation – Report N° 6.34/206, July 1994
	 
	 	 	 	- Guidelines on use of small boats in marine geophysical operations –
Report N° 6.42.220, July 1995
	 
	 	 	 	- Marine geophysical safety manual – International Association of
Geophysical Contractor 8th edition.




	12.	 	WORK-BOAT
	 
	 	 	A new work-boat will be installed on the starboard side of deck 04.
	 
	13.	 	GEOPHYSICAL EQUIPMENT
	 
	 	 	The items of equipment below will be used and maintained by the Charterer,
it being understood that the Shipowner does not guarantee the performance of
these items. Accordingly, any damage to these items will not result in the
suspension of charter fee.
	 
	 	 	The items marked with an * are items owned by the Charterer prior to the
entry of the Vessel into the shipyard for Conversion. Ownership of these
items will be transferred to the Shipowner under the same conditions
following their restoration, covered by the definition of works for the
Conversion:




	 	 	 	- 2 deflector tow winches,
	 
	 	 	 	- 2 guiding systems for deflector tow cables,
	 
	 	 	 	- 2 handling systems for streamer deflectors,
	 
	 	 	 	- 10 streamer winches equipped with guiding systems,
	 
	 	 	 	- 10 streamer guiding systems,
	 
	 	 	 	- 2 steerable yoyo winches,
	 
	 	 	 	- 1 magnetometer winch,
	 
	 	 	 	- 10 handling winches,
	 
	 	 	 	- * 4 telescopic cranes,
	 
	 	 	 	- 1 set of cable drums for storage of spares with handling system,
	 
	 	 	 	- * 3 winches for storage of the spare streamer,




	 	 	 
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	 	 	 	- 1 lighting system comprising tracking and a projector rail,
	 
	 	 	 	- The fittings for the rooms on the seismic survey decks,
	 
	 	 	 	- * 2 booms for handling of the source,
	 
	 	 	 	- * 6 umbilical winches,
	 
	 	 	 	- 1 air distribution and regulation system,
	 
	 	 	 	- 1 system for automated management of the winch controls and radio sets,
	 
	 	 	 	- Furniture for the computer room (recording and processing),
	 
	 	 	 	- 1 hydraulic generation system,
	 
	 	 	 	- 1 video surveillance system,
	 
	 	 	 	- Hull valves and sensor support booms.




	 	 	 
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SCHEDULE 3



LIST OF GEOPHYSICAL EQUIPMENT OWNED BY THE CHARTERER ON BOARD

THE “CGG MISTRAL” FOLLOWING CONVERSION



On presentation of the Vessel by the shipyard responsible for the Conversion for acceptance

by the Shipowner, the list of items of equipment on board the Vessel will be adjusted on the

basis of actual data.



A new Schedule 3 containing these actual data will be prepared and will be substituted

automatically for this Schedule 3.




	 	 	- 6 fully-equipped gun floats and spare,
	 
	 	 	- 8 air gun umbilicals,
	 
	 	 	- 4 B46 streamer paravans,
	 
	 	 	- 16 fully-equipped positioning buoys,
	 
	 	 	- 65 km active streamer sections,
	 
	 	 	- 1 streamer rigging system for operations involving 10 streamers,
	 
	 	 	- 1 Spectra navigation system, with peripherals and spares,
	 
	 	 	- 1 TOPSHOOTER source synchronisation system, with peripherals and spares,
	 
	 	 	- 1 Syntrack recording system, with peripherals and spares,
	 
	 	 	- 2 gyros,
	 
	 	 	- 1 Digicourse immersion auto-controller system, immersed equipment, central unit, peripherals and spares,
	 
	 	 	- 1 Sonradyne SIPS acoustic ranging system, immersed equipment, central unit, peripherals and spares,
	 
	 	 	- 1 depth sounder,
	 
	 	 	- 1 current meter,
	 
	 	 	- 1 RGPS / DGPS unit,
	 
	 	 	- 1 system for post-processing of navigation data with peripherals,
	 
	 	 	- 1 system for processing of seismic data, with peripherals and spares,
	 
	 	 	- 1 computer network,
	 
	 	 	- HP cleaners,
	 
	 	 	- 1 work boat (for which the maintenance conditions are covered in Clause 7.3 of this Charterparty).




	 	 	 
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SCHEDULE 4



APPLICABLE CHARTER FEES




	4.1.	 	Charter fees applied from 1 June 2001 to 25 January 2002 at 4:45 p.m.
(Bremen time), the date and time for entry of the Vessel into the shipyard
for the Conversion works
	 
	 	 	Daily charter fee: [*] – normal service and stand-by.
	 
	4.2.	 	During the Conversion
	 
	 	 	No charter fees will be payable by the Charterer during the Conversion.
	 
	4.3	 	Charter fee for normal service applicable as from completion of the
Conversion works on the Vessel




	 	4.3.1	 	Charter fee applicable in the event that the propulsion power of
the Vessel is at least equal to that specified in Clause 1.4 (a) of
this Charterparty.
	 
	 	 	 	The daily charter fee shall be determined on the basis of the cost
price for the Vessel following Conversion and the cost of the bank
financing undertaken by the Shipowner for the partial financing of the
cost of the Conversion.
	 
	 	 	 	Provisional charter fee:
	 
	 	 	 	On the basis of the attached table detailing the various costs as
estimated as at today for the cost price of the Vessel following
Conversion, the daily charter fee will be [*]
	 
	 	 	 	This daily charter fee will apply on a provisional basis for a maximum
period of three (3) months as from the date and time specified in
Clause 1.2. (c) of this Charterparty, prior to determination of the
actual cost price for the Vessel following Conversion and of the final
charter fee arising therefrom.
	 
	 	 	 	Final charter fee:
	 
	 	 	 	Following the initial period of three (3) months as indicated above at
the latest, the daily charter fee will be determined on the basis of
the actual cost price for the Vessel following Conversion, and
calculated by application of the rules and methods defined in the
attached table.
	 
	 	 	 	The final Conversion Cost of the Vessel as specified in the attached
table will incorporate all of the costs associated with the Conversion
and principally the net price paid to the shipyard (i.e. after
consideration of the additional costs and any penalties), the costs
and expenses for supervision and Opex during the Conversion, the costs
associated with the bank financing for financing the Conversion,
including all costs,




	 	 	 
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	 	 	 	commissions, interim interest and costs for legal instruments borne by
the Shipowner, all up to a maximum value of [*].
	 
	 	 	 	Furthermore, as the bank financing for partial financing of the
Conversion implemented by the Shipowner is at a variable interest rate
(LIBOR six (6) months + a margin of 1.2), it has been agreed between
the Shipowner and the Charterer that the risk of variation of this
interest rate will be assumed for the entire term of the charter
period by the Shipowner.
	 
	 	 	 	[*]
	 
	 	 	 	As from determination of the final charter fee, any adjustment, either
upward or downward, will be undertaken, with the provisional charter
fee paid by the Charterer for the three (3) initial months of the
charter following the Conversion.
	 
	 	4.3.2	 	Charter fee applicable in the event that the propulsion power of
the Vessel is at least equal to that specified in Clause 1.4 (b) of
this Charterparty.
	 
	 	 	 	In the event that the propulsion power of the Vessel following
Conversion is that specified in Clause 1.4 (b) of this Charterparty,
the provisional charter fee and the final charter fee applicable will
be those determined in 4.3.1 above, but reduced by twenty percent
(20%) for as long as the propulsion power of the Vessel is not at
least equal to that specified in Clause 1.4 (a) of this Charterparty.
	 
	 	4.3.3	 	Charter fee applicable in the event that the propulsion power of
the Vessel is at least equal to that specified in Clause 1.4 (c) of
this Charterparty.
	 
	 	 	 	The daily charter fee will be: [*].
	 
	 	 	 	This charter fee will apply for the three (3) years following
Conversion, except in the event of an improvement in the propulsion
power of the Vessel as a result of works undertaken by the Shipowner,
in which case the charter fee and the term of this charter arrangement
will be modified immediately as provided in Clause 1.4. (c) of this
Charterparty.
	 
	 	4.3.4	 	Charter fee applicable in the event that the propulsion power of
the Vessel is at least equal to that specified in Clause 1.4 (d) of
this Charterparty and in the event that the
	 
	 	 	 	Charterer decides to continue the charter for a period of time that it
will have the freedom to determine:
	 
	 	 	 	The daily charter fee will be: [*]/day.
	 
	 	 	 	The daily charter fees specified above will be indexed, reviewed and
where applicable adjusted as provided in Clause 24 of this
Charterparty.
	 
	 	4.3.5	 	Payment for the work boat (Clause 7.3 of this Charterparty)
	 
	 	 	 	The maintenance and additional hours associated with the work boat
will be invoiced to the Charterer at the rate of [*] during which the
Vessel is undertaking geophysical




	 	 	 
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	 	 	 	survey activities, with this remuneration being indexed annually as
agreed in Clause 24 of this Charterparty.




	4.4	 	Charter fee for stand-by applicable as from completion of the Conversion
of the Vessel
	 
	 	 	The daily charter fee for stand-by will be equal to the charter fee in
normal service applicable, as specified in 4.3 above, reduced on a
flat-rate basis by USD 1,500.



* * *



	 	 	 
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SCHEDULE 4 (CONTINUED)


ATTACHED SPREADSHEET


[*]



	 	 	 
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SCHEDULE 5

TECHNICAL OBJECTIVES OF CONVERSION









OPERATIONAL CAPACITIES:


Streamer capacity 10 x 6 km streamer, “solid seal” type, Sercel “SSC”, separation 900 m


Source unchanged 6 arrays, 2000 psi


It should be noted that this pressure is set not only by the performance
characteristics of the SG guns but by the very design of the air circuit. We
are not scheduling any action on this.


SEISMIC PORTION


Complete reorganisation of the back-deck without recovery of existing handling
equipment (new streamer winches and umbilicals, new spectron winches, new
booms, new hydraulic unit).


Implementation of struts, deflectors provided by BARO 46. The initial design
will enable the use of BARO 48 deflectors (wing with a height of 8 m), storage
area and stresses.


Review of hydraulic systems, recovery of the 1994 units will be studied.


Cable store and streamer repair workshop on the basis of “solid seal” type
SERCEL “SSC”.


Creation of a processing area at the periphery of the instrument room, with
insulated machines (A/C situation to be revised).


Minimum on-board spare level available (no relation to the Alizé, no source
float, streamer deflectors not manoeuvrable at sea, smaller stores). See vessel
period of operations.


VESSEL PORTION


Increase in the propulsion power in line with the towing of 10 streamers, speed
5 knots, i.e. 80 t (towing of seismic survey equipment).


Provision of a degree of redundancy in the propulsion system (no maintenance at
sea without impacting on production but provides equipment safety).


Work boat in addition to the MOB boat. Particular attention must be paid to the
use of the craft, in particular the height in relation to the MISTRAL’s
waterline. Consider the option of 2 work boats and/or a second-generation work
boat (capacity 2 to 3 sections, personnel sheltered during travel and recovery
phases).


Minimum level of fuel stores of one month. An increase in the stores for
foodstuffs is not envisaged. The endurance of the boat will depend on the
solutions for transfer of equipment at sea. Particular attention must be paid
to operations for refilling of the fuel stores and loading/unloading operations
(location and power of the cranes, shape of the underwater hull).


OPTIONAL PARAMETERS


Increase in the number of bunks allocated to the seismic survey personnel.


Relocation of the helideck aft of the gangway.


Maturity study


Multibeam depth sounder



	 	 	 
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SCHEDULE 6



CONVERSION OF THE VESSEL




	1.	 	As from the introduction of the Vessel into the shipyard selected for the
Conversion and until the day and time for signature by the Shipowner and
the said shipyard of the acceptance report for the Vessel following
Conversion, the charter fee payable by the Charterer pursuant to this
Charterparty shall be suspended.
	 
	 	 	Immediately following the entry of the Vessel into the shipyard, the
Charterer shall arrange, at the cost of the shipyard, for the removal of
all movable material and movable equipment belonging to the Charterer that
is likely to hinder the satisfactory completion of the Conversion works.
	 
	 	 	The Charterer shall supervise and shall take all reasonable precautions in
the organisation of its operations so as to ensure that Vessel can be made
available to the shipyard on the date agreed in the Conversion Contract.
	 
	2.	 	The Conversion shall be carried out under the joint supervision of the
Shipowner and the Charterer. On completion of the Conversion works, the
Shipowner and the Charterer shall agree to the terms and conditions for
acceptance of the returned Vessel converted by the shipyard.
	 
	 	 	However, in the event of a disagreement between the Shipowner and the
Charterer, and in the event that a common position cannot be reached after
a period of three (3) days, the Charterer shall be required to accept the
Shipowner’s position.
	 
	 	 	As from the date and time for signature by the Shipowner of the acceptance
report for the Vessel following Conversion, the charter fee as specified
in Schedule 4 shall apply.




	 	 	 
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SCHEDULE 7



CALCULATION OF TIME CREDITS FOR CLAUSES 9 AND 10

CALCULATION OF REDUCTIONS IN CHARTER FEES



The performance characteristics of the Vessel, in particular its speed of
travel and propulsion power at production speed, shall be determined as
provided in Clause 1.4 of this Charterparty, with the Vessel at its Normal
Propulsion Power.


The Normal Propulsion Power shall be the power measured for the engines on
completion of the Conversion and enabling towing of 80 tonnes at 5 knots wind
of force 3 Beaufort and Douglas 3 sea-state conditions. Thereafter, the Normal
Propulsion Power may not in any instance be greater than 85% of the maximum
continuous power of the engines (100%) as specified by the manufacturers.


Subject to the proviso that the sea and wind conditions do not exceed the
maximum values described above, the actual speed of the Vessel shall be
calculated by reference to the GPS receiver of the Shipowner when the Vessel is
travelling and by reference to the DGPS data (location and date) of the
Charterer when the Vessel is in production. In this latter case, the speed
shall be averaged in both opposite acquisition directions so as to eliminate
the effects of currents or winds. This actual speed shall then be compared to
the expected speed of the Vessel travelling at its Normal Propulsion Power.


The percentage deterioration thus obtained shall then be applied either (i) to
the time credit or to the breakdown threshold value available or (ii) to the
charter fee when no time credit or breakdown threshold value pursuant to
Clauses 9 and 10 are available.


For example, if following one of the events described in Clause 9.4, the
Vessel, towing 10 streamers, has its speed reduced from 5 to 4 knots for a
continuous period of 24 hours, a 20% deterioration in the performance
characteristics of the Vessel is observed; the monthly maintenance credit of 18
hours available pursuant to Clause 9 shall be reduced by 4.8 hours, i.e. 20% of
24 hours. The balance of the time credit for maintenance shall therefore be
changed to 13.2 hours.


In the event that the Vessel must reduce the number of streamers from 10 to 8
and observes in addition a reduction in production speed from 5 to 4 knots over
a continuous period of 24 hours, a 36% deterioration in the performance
characteristics of the Vessel is observed; the monthly maintenance credit of 18
hours available pursuant to Clause 9 shall be reduced by 8.64 hours, i.e. 36%
of 24 hours. The balance of the time credit for maintenance will therefore be
changed to 9.36 hours.


The time required for reconfiguration of the mechanism shall give rise to a
suspension of charter fees or shall be attributed to the maintenance credit up
to a maximum flat-rate value of 30 minutes per kilometre of streamer recovered
on board plus 4 hours operation of the source.


In all cases, calculation of the deterioration in performance characteristics
shall take into consideration the configuration and speed that can be achieved
pursuant to the geophysical services contract, with the Vessel at its Normal
Propulsion Power, with it being understood that if the number of streamers and
the speed of the Vessel remain unchanged, no reduction of the



	 	 	 
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maintenance credit and breakdown threshold may take place and the charter fee
shall remain payable in full.



	 	 	 
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