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EXHIBIT 4.3
 STANDARD FORM
 SHIPBUILDING CONTRACT 2000
 BETWEEN
 Aker Yards AS
6270 Brattvåg
Norway
(AS BUILDER)
 AND
 PGS Geophysical AS
Strandveien 4
P.O. Box 290
1326 Lysaker
Norway
(AS BUYER)
 FOR
 one Ramform seismic vessel
 BUILDERS HULL NO: 710
 Norwegian Shipowners Association
    
    Norwegian Shipbuilders Sales &Marketing OrganizationNorwegian Shipbuilders Association




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2/34 PREAMBLE
    
    
    
    
    3ARTICLE 1
    
    DEFINITIONS
    
    
    5ARTICLE II
    
    THE VESSEL, DESCRIPTION AND CLASS
    
    
    7ARTICLE III
    
    PRICE AND PAYMENT TERMS
    
    
    9ARTICLE IV
    
    ADJUSTMENT OF CONTRACT PRICE  CANCELLATION BY THE BUYER
    
    
    11ARTICLE V
    
    APPROVAL OF PLANS AND DRAWINGS AND INSPECTION DURING CONSTRUCTION
    
    
    13ARTICLE VI
    
    MODIFICATIONS AND CHANGES
    
    
    16ARTICLE VII
    
    TEST AND TRIALS
    
    
    18ARTICLE VIII
    
    DELIVERY DATE AND DELIVERY
    
    
    20ARTICLE IX
    
    DELAYS AND EXTENSION OF TIME FOR DELIVERY (FORCE MAJEURE)
    
    
    21ARTICLE X
    
    WARRANTY OF QUALITY
    
    
    23ARTICLE XI
    
    OWNERSHIP, RISK AND INSURANCE
    
    
    26ARTICLE XII
    
    DEFAULT PROVISIONS
    
    
    28ARTICLE XIII
    
    ASSIGNMENT
    
    
    30ARTICLE XIV
    
    TAXES AND DUTIES
    
    
    30ARTICLE XV
    
    PATENTS, TRADEMARKS, COPYRIGHTS
    
    
    31ARTICLE XVI
    
    BUYER'S SUPPLIES
    
    
    31ARTICLE XVII
    
    NOTICES
    
    
    33ARTICLE XVIII
    
    ENTIRE CONTRACT
    
    
    33ARTICLE XIX
    
    GOVERNING LAW, DISPUTE AND ARBITRATION
    
    
    33




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3/34 PREAMBLE
 th




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4/34




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5/34 ARTICLE 1 DEFINITIONS
  Banking Days
    
    days where banks are open for business in:Norway and the country where the BUYER has its principal office and the
country where the bank set out in Article III clause 3 is situated and
the country of the currency set out in Article III clause 2Builder
    
    the company referred to as Builder in the preamble, inclusive of its servants and employeesBuyer
    
    the company referred to as Buyer in the preamble, inclusive of its servants and employeesBuyers Supplies
    
    any item, equipment, stores or services ordered directly by the Buyer from the manufacturer or supplier,
which shall not be supplied and/or paid for by the Builder in accordance with the terms of the ContractClassification
Society or Class
    
    the Classification Society referred to in Article II clause 3Contract
    
    this Standard Form Shipbuilding Contract with its Appendices and Exhibits including Specifications and
Drawings, and any amendments theretoContract Delivery
Date
    
    the date set out in Article VIII clause 1.Contract Price
    
    the Original Contract Price, as adjusted in accordance with the terms of the ContractDate of Contract
    
    the date specified in the preamble to this Contract, regardless of whether the contract actually is signed
on this date or whether the contract is signed with subjectDelivery and
Acceptance
    
    the physical delivery of the Vessel from the Builder to the BuyerDelivery Date
    
    Contract Delivery Date, as adjusted for Permissible DelayDrawings
    
    the plans and drawings listed in Appendix I heretoFlag State
    
    the State referred to in Article II clause 5Force Majeure
    
    any one or more of the events set out in Article IX clause 1Force Majeure
Delay
    
    a delay caused by Force Majeure, which according to Article IX constitutes Permissible Delay




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6/34 Guarantee Period
    
    a general period of 24 months from the Delivery and Acceptance of the Vessel,
with the exception of some smaller subcontractors who may not be able to accept a guarantee
period up to 24 months. The Builder shall notify the Buyer in writing before accepting a
shorter guarantee period from such subcontractor. In no circumstances shall the guarantee
period for any subcontractor be less than 12 months.Makers List
    
    an agreed list of suppliers approved for delivery of
equipment, machinery or services which shall be
included in the SpecificationsOriginal Contract
Price
    
    the price stipulated in Article III clause 1Permissible Delay
    
    all delays, inclusive of Force Majeure Delay, causing
delay in delivery of the Vessel which according to the
terms of the Contract permit postponement of the
Delivery DateRegulatory Bodies
    
    the relevant authorities imposing rules and
regulations with which the construction and delivery
of the Vessel must comply, which shall include the
authorities of the Flag State together with other
authorities set out in the SpecificationsRepresentative
    
    a person or persons authorised by the Buyer as set
forth in Article V clause 2Specifications
    
    the specifications referred to in Appendix I heretoSubcontractor
    
    any person (not being a servant or employee of the
Builder) or company, with whom the Builder has entered
into a contract for the design, construction,
manufacture or supply of any item, equipment, work or
service for the VesselVessel
    
    the vessel described in Article II.Working Day
    
    a day when work is normally performed in the country
of the Builders yard as referred to in Article II
clause 1




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7/34 ARTICLE II THE VESSEL, DESCRIPTION AND CLASS
 1. Description and Standard
     2. Main Dimensions and Characteristics.
 Characteristics:
  Dimensions:
 Overall length:
    
    102.20 metresLength between P.P.:
    
    95.00 metresBreadth moulded:
    
    40.00 metresDepth moulded to uppermost deck:
    
    21.00 metres
 Cargo capacity:
  Propulsion machinery:
  Power plant:
    
    Four generating sets each 4,145 kW, and
Two generating sets each 2,765 kW,
Total 22,110 kW.
 Propulsion plant:
    
    Two twin in single out propulsion lines, each driven
by 2 * 3,250 kW electric motors, total 13,000 kW.




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8/34 Speed:
 Fuel consumption:
  3. Classification, Rules and Regulations
   4. Subcontracting
   5. Certificates and Registration




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9/34 ARTICLE III PRICE AND PAYMENT TERMS
 1. Original Contract Price
    2. Currency
  3. Terms and Method of Payment
  (a)
    
    1st Instalment:A sum equalling 20% of the Original Contract Price shall be paid three (3) Banking Days
after the Date of the Contract.(b)
    
    2nd Instalment:A sum equalling 20% of the Original Contract Price, adjusted as described under subclause
1 above including any portion of such adjustment applicable to the 1st
Installment, shall be paid within 5 Banking Days after start of steel cutting, as
confirmed by a certificate from the Classification Society.(c)
    
    3rd Instalment:A sum equalling 20% of the Original Contract Price, adjusted as described under subclause
1 above, shall be paid within 5 Banking Days after the Vessel is set afloat in Romania
(Tulcea) as confirmed by a certificate from the Classification Society.(d)
    
    4th Instalment:A sum equalling 20% of the Original Contract Price, adjusted as described under subclause
1 above, shall be paid within 5 Banking Days after the Vessel arrives at




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10/34 Builders yard in Tomrefjord as confirmed by a certificate from the Classification
Society.(e)
    
    Instalment on Delivery and Acceptance:A sum equalling 20% of the Original Contract Price, adjusted as described under subclause
1 above,, plus any increase or minus any decrease due to adjustments of the Contract Price
hereunder, shall, subject to the other provisions of the Contract, be paid upon Delivery
and Acceptance of the Vessel.




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11/34    ARTICLE IV ADJUSTMENT OF CONTRACT PRICE  CANCELLATION BY THE BUYER
  1. Late Delivery
 (a)
    
    If the delivery of the Vessel is delayed beyond the Delivery Date, the Contract Price shall
be reduced by deducting therefrom as follows:
 1st  30th day
    
    No reduction31st  60th day
    
    NOK 250,000.- pr. day61st  150th day
    
    NOK 390,000.- pr. day151st  180th day
    
    NOK 450,000.- pr. day
 The maximum reduction in the Contract Price for delayed delivery shall not exceed the
total of the above liquidated damages for 180 days of delay.(b)
    
    If the delay in delivery of the Vessel shall continue for a period in excess of 180 days
after Delivery Date, the Buyer may at its option cancel the Contract.Provided the Buyer has not sent notice of cancellation as provided for in Article XII
hereof within 185 days of delay having elapsed after the Delivery Date, the Builder may
demand in writing that the Buyer shall make an election either to cancel the




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12/34 Contract, or to consent to the acceptance of the delivery at a specific future date
reasonably estimated by the Builder to be the date when the Vessel will be ready for
delivery; in which case the Buyer shall, within 15 days after such demand is received by
Buyer, notify the Builder of its choice it being understood that, if the Buyer elects not
to cancel and the Vessel is not delivered by such future date, the Buyer shall have the
right to cancel the Contract.(c)
    
    If the total accumulated delay of non Permissible Delay and of Force Majeure Delay, but
excluding other Permissible Delay, amounts to 270 days or more, then in such event the Buyer
may cancel the Contract. The Builder may, at any time thereafter, demand in writing that the
Buyer shall make an election either to cancel the Contract or to consent to the acceptance of
the delivery at a specific future date reasonably estimated by the Builder to be the date when
the Vessel will be ready for delivery, in which case the Buyer shall, within 15 days after
such demand is received by Buyer, notify the Builder of its choice; it being understood that,
if the Buyer elects not to cancel and the Vessel is not delivered by such future date, the
Buyer shall have the right to cancel the Contract.(d)
    
    If it can be established beyond any reasonable doubt that the Vessel will be delayed for more
than 180 days as per paragraph (b) above, or be delayed for more than 270 days as per
paragraph (c) above, the Buyer shall have a right forthwith to cancel the Contract.
 2. Speed deficiency
  3. Deficiency in Fuel Consumption
  4. Deficiency in Deadweight




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5.
    
    Deficiency in Bollard pull
  6.
    
    Maximum amount of Liquidated Damages
  * * *
    ARTICLE V APPROVAL OF PLANS AND DRAWINGS AND INSPECTION DURING CONSTRUCTION
 1.
    
    Approval of Plans and Drawings
  (a)
    
    In accordance with the construction schedule of the Vessel and provisions in the
Specifications, the Builder shall submit to the Buyer 3 copies of the plans and drawings for
its approval at the address set forth in Article XVII hereof. The Builder shall send a notice
by telefax (or by such other electronic means as the parties may agree) to the Buyer giving
the date of despatch of such plans and drawings, and the Buyer shall confirm receipt of such
plans and drawings. The Buyer shall within 14 Working Days after receipt thereof, send to the
Builder 1 copy of such plans and/or drawings with Buyers approval or comments (if any)
written thereon. Such comments shall be as complete as possible.




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14/34 
 (b)
    
    If Buyers comments on the plans and drawings are unclear or unspecified, the Builder may by
fax notice to the Buyer request a clarification, and failure by the Buyer or its
Representative to respond to this request within 3 Working Days of receipt of such notice
shall entitle the Builder to place its own reasonable interpretation on such remarks, comments
or amendments when implementing the same.
 (c)
    
    If the Builder and the Buyer fail to agree whether such comments or remarks are of such a
nature or extent as to constitute modification or change under Article VI hereof, the Builder
shall nevertheless proceed with the construction based on the Buyers comments if so requested
by the Buyer. If it is established by mutual agreement or by arbitration as per Article XIX,
that the comments, remarks or amendments constitute a modification or change under Article VI,
the Builder shall be entitled to an appropriate adjustment of the Contract Price, Delivery
Date and/or the characteristics of the Vessel. Article VI clause 1, first paragraph to apply.
 (d)
    
    In the event that the Buyer fails to return the plans and drawings to the Builder within the
time limit specified in (a) above, the Builder shall by fax to the Buyer request the return of
same within 3 days, failing which the Builder shall have the right to consider such plans and
drawings as approved by the Buyer.
 (e)
    
    The Buyers approval or non approval of drawings shall not affect any of the Builders
obligations hereunder, including the Builders obligation to deliver the Vessel fully approved
by the Regulatory Bodies, or the Builders responsibility under Article X hereof.
 2.
    
    Appointment of Buyers Representative
  3.
    
    Inspection by Representative




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15/34       4.
    
    Facilities
  5.
    
    Representative  Division of Liability




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16/34   6.
    
    Responsibility of Buyer
   ARTICLE VI      MODIFICATIONS AND CHANGES
 1.
    
    Modification of Specifications




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17/34   2.
    
    Change in Rules and Regulations
  (a)
    
    The Builder shall as soon as possible notify the Buyer thereof, and the
Builder shall be obliged  except as otherwise agreed  to carry out the required changes
in accordance with the provisions set out below, provided always that any changes in such
rules, regulations or requirements which are published on or before the Date of Contract,
and which apply mandatory to the Vessel on or before the Contract Delivery Date shall not
give to the Builder a right to claim any adjustments of the price, delivery date or other
contract terms.(b)
    
    If such change is or will be compulsory for the Vessel, the Builder shall incorporate such
alteration or change into the construction of the Vessel, unless otherwise instructed by the
Buyer. The parties shall endeavour to agree on such adjustments to the Contract as set out in
clause 1 above, failing which, the changes to the Contract shall be decided by arbitration in
accordance with Article XIX.(c)
    
    If such change is not or will not be compulsory for the Vessel, but the Buyer nevertheless
desires to incorporate such change, this shall be considered a change or modification, as
provided for in clause 1 of this Article VI.3.
    
    Substitution of Materials




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18/34 ARTICLE VII       TEST AND TRIALS
 1.
    
    Notice
   2.
    
    Weather Conditions
  3.
    
    How conducted
   4.
    
    Method of Acceptance or Rejection(a)
    
    Upon completion of the sea trial and when the trial results are available, and if the Builder
considers the results thereof demonstrates that the Vessel conforms with the Contract, the
Builder shall immediately give the Buyer a written notice of completion stating when the
Vessel is ready for delivery. The Buyer shall within 48 consecutive hours after receipt of
this notice and the test results notify the Builder in writing of its acceptance or rejection
of the Vessel.(b)
    
    If the results of the sea trial demonstrate that the Vessel or any part or equipment thereof
does not conform to the requirements of the Contract, or if the Buyer for other valid reasons
rejects the Vessel, the Builder shall take all necessary steps to rectify such non-conformity.
If necessary the Builder shall for its own account carry out a further sea trial in accordance
with Article VII to ascertain that the Vessel complies with the terms of the Contract. Upon
demonstration by the Builder that the




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19/34 deficiencies have been corrected, a notice thereof and of the readiness of the Vessel for
delivery, shall be given to the Buyer, who shall then within 48 consecutive hours after
receipt of such notice together with the new test results notify the Builder of its
acceptance or rejection.(c)
    
    If the Buyer for any reason rejects the Vessel, the Buyer shall in its notice of rejection
give particulars of its reason therefore in such detail as can be reasonably required.(d)
    
    The Buyer shall not be obliged to take delivery of the Vessel if it is not fully in
conformity with the Contract, or if there are any conditions or recommendations imposed by the
Classification Society and/or Regulatory Bodies. However, and only in the circumstances
described below, if the deficiencies or the conditions/ recommendations are of minor
importance (Delivery Deficiencies), and the Builder is unable to rectify the matter within a
reasonable time, the Builder may nevertheless require the Buyer to take delivery of the
Vessel, provided:
 (i)
    
    the Builder undertakes for its own account to remedy the deficiency or
fulfil the requirement as soon as possible, and(ii)
    
    the Builder shall indemnify the Buyer for any loss incurred as a
consequence thereof, including loss of time
 The Parties shall, for the purpose of this provision, on delivery draw up a list of
Delivery Defects identifying the defects in question. The defects so listed shall be
deemed to be Delivery Deficiencies for the purpose of this sub-clause.
 (e)
    
    If the Builder disputes the rejection by the Buyer, the case shall be submitted for final
decision by arbitration in accordance with Article XIX hereof.5.
    
    Effect of Acceptance
  6.
    
    Disposition of Surplus Consumable Stores




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20/34 ARTICLE VIII       DELIVERY DATE AND DELIVERY
 1.
    
    Time and Place
  2.
    
    When and how effected
  3.
    
    Documents to be delivered to the Buyer
  (a)
    
    Protocol of Trialsmade pursuant to the Specifications.(b)
    
    Protocol of Inventory and Equipmentof the Vessel, including spare parts and the like, all
as specified in the Specifications.(c)
    
    Protocol of Surplus Consumable Storesreferred to under Article VII hereof which are payable
by the Buyer to the Builder.(d)
    
    Drawings and Planspertaining to the Vessel together with all necessary instruction manuals,
as further stipulated in the Specifications.(e)
    
    All Certificatesincluding the Builders Certificaterequired to be furnished upon Delivery
and Acceptance of the Vessel pursuant to the Contract and the Specifications. It is agreed
that if, through no fault on the part of the Builder, the Classification Certificate and/or
other required certificates are not available at the time of delivery, provisional
certificates shall be accepted by the Buyer, provided that the Builder at its expense shall
furnish the Buyer with final certificates as promptly as possible. If final certificates are
not provided or obtained within a reasonable time, the Builder shall compensate the Buyer for
any damages, losses and extra expenses caused thereby.




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21/34 (f)
    
    Declaration of Warrantyby the Builder that the Vessel is free and clear of any liens,
claims, charges, mortgages and other encumbrances.(g)
    
    Commercial invoice(h)
    
    Bill of Saleor other relevant document that certifies that the title of the Vessel passes to
the Buyer.4.
    
    Title and Risk
  5.
    
    Removal of Vessel
  ARTICLE IX DELAYS AND EXTENSION OF TIME FOR DELIVERY (FORCE MAJEURE)
 1.
    
    Cause of Delay(a)
    
    In case of Force Majeure Delay, the Delivery Date shall be postponed by the number of days
corresponding to the net delay in delivery as set out below. It shall be considered a Force
Majeure Delay if the Delivery and Acceptance of the Vessel is prevented or delayed as a
consequence of extraordinary circumstances or events beyond the Builders control, such as:Acts of God; acts of princes and rulers; requirements of government authorities; war or
warlike condition, civil commotion or riots, mobilisation; sabotage; strike or lockout
(except local labour disturbances at the Builders yard) quarantines; flood, typhoons,
hurricanes, storms or other extraordinary weather conditions not included in normal
planning; earthquakes, tidal waves, landslide; fires, explosions, collisions or stranding;
import or export bans or restrictions; prolonged failure, shortage or restriction of
electrical current, oil or gas;and/or: any other extraordinary events beyond the control of the Builder;and/or: by late delivery of major parts or of important performance by Subcontractor(s)
where the cause of delay would have been recognised as Force Majeure Delay under this
Article IX if it had affected the Builder, provided that the Builder has shown due
diligence in its choice of Subcontractor and ensured a reasonable margin for delays, so
that at the time of ordering same it could reasonably be expected by the Builder to be
delivered in time;




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22/34 and/or: delays in the Builders other commitments resulting from Force Majeure as herein
described directly causing delay of the Builders performance hereunder;Provided always:that there shall be no Force Majeure Delay if such delay could reasonably have been
foreseen or anticipated by the Builder on the Date of Contract, or that it could have been
prevented or overcome by the exercise of due diligence by the Builder, its servants,
employees or Subcontractors.(b)
    
    The provisions under sub-clause (a) above apply whether or not the Force Majeure occurs after
the Contract Delivery Date.(c)
    
    The Builder is obliged to do its utmost to avoid or minimise the Force Majeure Delay.2.
    
    Notice of delay(a)
    
    Within 10 days after the Builder becomes aware or should have become aware of any cause of
delay as aforesaid, on account of which the Builder will claim that it is entitled under the
Contract to postpone the Delivery Date, the Builder shall notify the Buyer in writing or by
telefax, confirmed by registered mail, of the date such cause of delay commenced. Likewise,
within 10 days after the date such cause of delay ended, the Builder shall notify the Buyer in
writing or by telefax, confirmed by registered mail, of the date when such cause of delay
ended.Failure by the Builder to give such notices as aforesaid shall prevent the Builder from
subsequently claiming Force Majeure Delay on account of such circumstances.(b)
    
    The Builder shall notify the Buyer of the period, by which the Delivery Date is postponed by
reason of such cause of delay, with all reasonable despatch after it has been determined.
Failure by the Buyer to object to the Builders claim for postponement of the Delivery Date
within 10 days after receipt by the Buyer of such notice shall be deemed to be a waiver by the
Buyer of its right to object to such postponement of the Delivery Date for the net delay
caused by the Force Majeure event, provided always that the Builders information in respect
of the cause of the delay and the consequences thereof were correctly stated in the notice.3.
    
    Permissible Delay




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23/34 ARTICLE X      WARRANTY OF QUALITY
 1.
    
    Extent of Builders responsibility
  2.
    
    Guarantee
      (a)
    
    After repair and rectification under this Article X has successfully been carried out, there
will be a further period of guarantee of 12 months for the repaired and rectified items,
however limited to 36 months from Delivery Date. The further Guarantee Period shall, however,
not be less than the original Guarantee Period for any such item. Such additional guarantee
period will be granted on all remedial works notified by the Buyer to the Builder in the
Guarantee Period, or any extension thereof. The Buyer shall, however, not be entitled to such
additional guarantee for deficiencies caused by poor workmanship if the guarantee work has not
been performed by the Builder or their Subcontractors.
 (b)
    
    If as a result of guarantee works the Vessel has been lying idle in the Guarantee Period for
an accumulated period of 30 days or more, the Guarantee Period shall be




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24/34 
 extended by the total number of days the Vessel has been lying idle, whether or not other
work is carried out during such period.
 3.
    
    Rectification of Defects
  (a)
    
    The Builder shall rectify the defect or cause the defect to be rectified at its own costs.
Provided the defect is remedied within a reasonable time, the Builder shall have no other
liability for any damage or loss caused as a consequence of the defect, except for repair or
renewal of the Vessels part/parts that have been damaged as a direct and immediate
consequence of the defect without any intermediate cause, and provided such part or parts can
be considered to form a part of the same equipment or same system. The Builder shall in any
event not be liable for any consequential losses as stated herein over and above NOK 500.000,-
per average if covered under the standard marine insurance and NOK 2,000,000 per average if
not covered by said insurance.(b)
    
    The repairs, replacements and/or rectifications shall be made at the Builders yard.However, the Buyer may, after having notified the Builder in writing, request the Builder
to or cause the necessary repairs, replacements and/or rectifications to be carried out
elsewhere. In such case, the Builder shall at its own costs be entitled to forward
necessary replacement parts or materials.The Builders liability shall in such case be limited to pay the cost of repairs including
travelling and forwarding expenses (unless paid by Subcontractors), but limited to the
price of the work which the Builder would normally charge at its yard.In any case, the Builder shall co-operate with the Buyer to find proper solutions to
rectify the deficiency.(c)
    
    The Vessel shall, unless the repair or replacement conveniently may be carried out at sea, in
any case be taken at the Buyers cost and expense to the place elected for repair and
modification, ready for such repairs and modifications. Docking expenses and access works
being necessary for performance of the guarantee work shall be for the Builders account.(d)
    
    The Builder shall have the ownership of replaced parts. The Buyer will return such parts to
the Builder at Builders request and at Builders expense. If the Builder fails to present
such request within a reasonable time, the Buyer has no responsibility for the replaced parts.(e)
    
    As a prerequisite for this Shipbuilding Contract the Buyer has entered into supply agreements
with a few major suppliers of diesel engines, hereunder (Wärtsilä Diesel), propulsion system
(Wärtsilä Lips) and main electrical components (ABB). As a part of, and simultaneously with,
the signing of this Contract, these supplier contracts shall be assigned from the Buyer to the
Builder. It is hereby agreed and understood that the Builder shall upon receipt of the
agreements review the suppliers warranties. If the Builder is of the opinion that the
warranties obtained are on less




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25/34 customary terms than the Builder usually obtain from these suppliers and the suppliers
refuse to improve such terms of warranty within 6 months after the signing of this
Contract, the Builder shall notify the Buyer in writing and shall be entitled to limit the
guarantee liabilities related to the scope of the supply in the same way as assumed by the
relevant suppliers (back to back).4.
    
    Subcontractors Guarantees
   5.
    
    Assignment
  6.
    
    The Guarantee Engineer




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26/34 ARTICLE XI OWNERSHIP, RISK AND INSURANCE
 1.
    
    Ownership and Registration
     2.
    
    Risk and Insurance(a)
    
    Until Delivery and Acceptance, the Builder bears the risk of loss of or damage to the Vessel,
materials, parts, machinery, boilers and equipment.(b)
    
    The Builder will arrange and pay for building insurance with underwriters acceptable to the
Buyer on customary All Risk terms. The insurance shall comprise necessary fire and transport
insurance of material and equipment which the Builder procure from Subcontractors. The
insurance shall also cover the hull during construction in Romania and during towing to
Norway. The Builder is not obliged to insure the transport of Buyers Supplies.The insured amount shall as a minimum cover the aggregate of the instalments paid by the
Buyer pursuant to Article III from time to time together with interest thereon.By paying extra insurance premiums the Buyer may require that the building insurance is
increased to cover a specified and agreed scope of Buyers Supplies and Buyers project
costs. Further, by paying extra insurance premiums the Buyer may require that the building
insurance is increased to cover the rebuilding value at any time.The Buyer shall receive copies of the policies.(c)
 (i)
    
    The insurance policies shall be taken out in the joint names of the Builder
and the Buyer.




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27/34 (ii)
    
    The Builder may collect direct from the insurance company any sums in
respect of its own losses.(iii)
    
    In the event of partial damage which is to be repaired and which is
recoverable under the insurance policies, the Builder may collect advance instalments
under the policy payable as the repair work progresses.The proceeds recovered under the insurance policies shall be applied to repairs
satisfactory to the Class and Regulatory Bodies, and the Buyer shall accept the
Vessel under the Contract if completed thereafter in compliance with the
Contract.(iv)
    
    If prior to its delivery the Vessel sustains such heavy damages that the
Builder has no obligation to rebuild the Vessel, or if the parties and the insurance
company agree on total / constructive / compromised total loss then the proceeds
under the insurance shall be paid as follows:
 (a)
    
    The Buyer will recover direct from the insurance company
an amount equal to the instalments paid together with interests in
accordance with the terms of the Contract.The Buyer will further collect direct from the insurance company any extra
proceeds recoverable under an insurance policy taken out for Buyers
account in accordance with Article XI clause 2 (b) above.To the extent that the Buyer and the Builder, in accordance with subclause
2 (b) above, have agreed to cover Buyers Supplies and/or Buyers project
costs under Builders building insurance policy, the Buyer shall further
collect payment for Buyers Supplies and/or Buyers project costs covered
by the insurance policies. The latter claim shall, however, be
subordinated the Builders claim against the proceeds recoverable under
the insurance policy.(b)
    
    The remaining part of the insurance proceeds shall be
paid to the Builder.(c)
    
    Notwithstanding the above; should the parties agree to
continue with the Contract and rebuild the Vessel, the proceeds of the
insurance policies shall be paid to the Builder as set out in this Article
XI clause 2 (c) (iii) above. Such contract will include a possible revised
Delivery Date.(d)
    
    The Builder shall for its own account insure the Vessel
on terms that are normally used for insuring vessels under construction at
Norwegian yards (The Norwegian Marine Insurance Plan 1996 (version 2003),
Chapter 19, or similar). This building insurance shall be maintained until
the Vessel is delivered to and taken over by the Buyer.




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28/34 (e)
    
    War risk insurance for the Vessel with accessories shall
be taken out only at the request of the Buyer and for its account.
 ARTICLE XII DEFAULT PROVISIONS
 1.
    
    Builders Default  Cancellation by Buyer
     2.
    
    Buyers Default  Disputes regarding Payment(a)
    
    If the Buyer fails to make payments as provided for in Article III clause 3, the Builder
shall by written notice or by telefax confirmed by registered mail to the Buyer request
payment of the unpaid amount. If the amount has not been paid within 7 Banking Days from
receipt of such notice, the Builder may postpone the commencement of or stop the work on the
Vessel and enforce payment of the claim, the net loss of time caused thereby being Permissible
Delay under the Contract.(b)
    
    If 21 days have elapsed from the receipt of the above notice without the Buyer having paid or
provided acceptable security, the Builder may cancel the Contract.In either case the Builder may claim compensation for losses caused thereby.




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29/34 3. Insolvency
     a)
    
    secure the immediate discharge of all liens, claims, mortgages or other encumbrances
upon the Vessel;b)
    
    complete all works required as a minimum to permit the Vessel to depart from the
shipyard in a safe and seaworthy condition, remove its employees, agents and contractors,
together with their equipment, from the Vessel and render all necessary assistance to the
Vessel in leaving the shipyard at the earliest moment convenient to the Buyer; andc)
    
    upon payment of settlement as described below, execute and deliver to the Buyer an
original of the Protocol of Delivery and Acceptance together with any and all documentation
in such form and such manner as the Buyer shall in its reasonable discretion determine
shall be required or desirable.




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30/34    ARTICLE XIII ASSIGNMENT
     ARTICLE XIV TAXES AND DUTIES
 1. Taxes and Duties in the country of the Builder




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31/34 2. Taxes and Duties outside the country of the Builder
  ARTICLE XV PATENTS, TRADEMARKS, COPYRIGHTS
      ARTICLE XVI BUYERS SUPPLIES
 1. Responsibility of Buyer
 (a)
    
    The Buyer shall, at its own risk, cost and expense, supply and deliver to the Builder all of
the items to be furnished by the Buyer, as specified in the Specifications and as defined in
Article I, at warehouse or other storage facility of the Builder in a proper condition ready
for installation in or on the Vessel, in accordance with the time schedule designated and
advised by the Builder to the Buyer.(b)
    
    In order to facilitate installation by the Builder of the Buyers Supplies in or on the
Vessel, the Buyer shall furnish the Builder with necessary specifications, plans, drawings,
instruction books, manuals, test reports and certificates required by all applicable rules and
regulations. If so reasonably requested by the Builder, the Buyer shall without any charge to
the Builder, provided always that such installation is not Builders responsibility pursuant
to the Specifications, cause the representatives of the manufacturers of the Buyers Supplies
to assist the Builder in




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32/34 installation thereof in or on the Vessel and/or to carry out installation thereof by
themselves or to make necessary adjustments at the Builders yard.(c)
    
    Any and all of the Buyers Supplies shall be subject to the Builders reasonable right of
rejection, when and if they are found to be unsuitable or in improper condition for
installation.(d)
    
    Should the Buyer fail to deliver any of the Buyers Supplies within the time designated, the
Delivery Date shall be automatically extended for the period by which the failure actually
caused a delay in the delivery of the Vessel.(e)
    
    If delay in delivery of any of the Buyers Supplies exceeds thirty (30) days, then the
Builder shall be entitled to proceed with construction of the Vessel without installation
thereof in or on the Vessel as hereinabove provided, and the Buyer shall accept and take
delivery of the Vessel so constructed, unless such delay is caused by Force Majeure in which
case the provision Article XVI, 1(d) shall apply.
 2. Responsibility of Builder




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33/34 ARTICLE XVII NOTICES
 1. Address
  To the Buyer:
    
    PGS Geophysical ASAttention Rune O. PedersenTelephone
    
    +47 67 52 64 00Telefax
    
    +47 67 52 64 64E-mail
    
    rune.olav.pedersen@pgs.comTo the Builder:
    
    Aker Yards AS, LangstenAttention Peter TennfjordTelephone
    
    +47 71 18 35 00Telefax
    
    +47 71 18 35 01E-mail
    
    peter.tennfjord@akeryards.com
 2. Language
  ARTICLE XVIII ENTIRE CONTRACT
  ARTICLE XIX GOVERNING LAW, DISPUTE AND ARBITRATION
 1. Governing Law
  2. Arbitration




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34/34   th
 Aker Yards AS
    
    PGS Geophysical AS
 Appendices:
 1.
    
    Contract Specification, Ramform 7of 30 March 20062.
    
    Drawings regarding New Ramform Seismic Vessel, General Arrangement Profile Deck 01 &
Deck 02, 30 March 20063.
    
    Drawings regarding New Ramform Seismic Vessel, General Arrangement Decks 1, Deck 2,
Deck 3 & Decks 01, 30 March 20064.
    
    Drawings regarding New Ramform Seismic Vessel, General Arrangement Deck 4, Deck 5 and
below TT, 30 March 20065.
    
    Markers List, 30 March 20066.
    
    Aker Yards AS  Langsten, NB 213, RAM 7, Paint Specification