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EXHIBIT 10.9.7
Dated 15th July, 1994
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(1) SIMON-HORIZON LIMITED
(2) HORIZON EXPLORATION LIMITED
SUB-LEASE CONTRACT
Number 1
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
REF: 5A/P37800/A2M 1024m
[Contract No: RS920/0022]
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THIS SUB-LEASE CONTRACT is made the 15th day of July, 1994
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BETWEEN:
(1) Simon-Horizon Limited, registered no. 467924, of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ (.Simon.)
(2) Horizon Exploration Limited, registered no. 2804983, of ▇ ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇ ("the Lessee")
WHEREAS:
(A) Simon has pursuant to a Master Leasing Agreement dated 31st March 1992
between Simon and Royal Bank of Scotland (Industrial Leasing) Limited
(the "Owners") and a lease contract, contract number RS920/0022 (dated
31st March 1992) (together the "RBS Leasing Contracts") between Simon
and the Owner leased from the Owner all the assets and equipment the
subject of this Sub-Lease Contract and it is the intention of Simon
and the Lessee that the Lessee shall enter into this Sub-Lease
Contract upon terms and conditions substantially identical in all
material respects to the terms and conditions of the RBS Leasing
Contract.
(B) The parties hereto have entered into a Master Leasing Agreement
("Master Agreement") of even date herewith.
(C) This Sub-Lease Contract (incorporating Schedules I, II and III hereto)
is entered into pursuant to the Master Agreement.
NOW IT IS HEREBY AGREED as follows:
1. (a) The terms defined in and for the purposes of the Master
Agreement shall have the same meanings herein.
(b) The provisions of the Master Agreement and any special terms
stated in Schedules II and III hereto shall be deemed to be
incorporated herein. In the event of any conflict between the
provisions of the Master Agreement and the remaining
provisions of this Agreement the latter shall prevail.
2. Simon shall let and the Lessee shall take on lease the Goods as
described in Schedule I hereto.
3. The Original Cost of the Goods exclusive
of recoverable Value Added Tax is L.469,047.79
Recoverable VAT is L.82,083.36
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TOTAL COST L.551.131.15
4. (a) The Primary Period shall be deemed to have commenced on 1992
("the Prime Date"), and the last day of this period shall be 1
April 2001.
(b) The Secondary Period shall terminate in accordance with the
provisions of Clause 3.06 of the Master Agreement.
5. (a) The Rentals for the Goods during the Primary Period are
(subject to adjustment pursuant to Clause 5.04 of the Master
Agreement) set out in the table below;
Number Rental Rental Rental Payments
of Rentals Amount Frequency Commencing on
----------- ------- ---------- -------------
1 L.6,594.81 Monthly 1 March 1992
followed by
109 L.6,594.81 Monthly 1 April 1992
(b) The Rentals for the Goods during the Secondary Period shall be
L.938.10 p.a. All Secondary Period Rentals shall be paid
annually in advance with the first rental payment being due on
2 April 2001.
(c) Value Added Tax will be applied to the Primary and Secondary
Period Rentals at the applicable rate.
(d) Unless otherwise agreed by Simon the method for payment of
Rentals shall be by Standing Order. Payment of Rentals (and
any other payments falling due) shall be effected for full
value in cleared funds in the hands of Simon on or before the
relevant date of payment; if a date of payment is not a
business day in England then the date for payment shall be
deemed to be the previous such business day occurring.
(e) The bank account for payment of Rentals and other amounts due
is unless otherwise notified to the Lessee the account of
Royal Bank of Scotland (Industrial Leasing) Limited, account
number 12176088 with The Royal Bank of Scotland plc, ▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇.
(f) The Rentals and Termination Sums are subject to the Special
Terms set out in Schedules II and III.
6. For the purposes of Clause 5.04 (a) (ii) of the Master Agreement it is
assumed that:
(a) the Owner shall be entitled to capital allowances in
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respect of the Original Cost of the Goods namely, Writing Down
Allowances on the reducing balance of Original Cost, on the
following basis.
Accounting Period Capital Allowances
of Owner Writing Down %
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31 March 1992 25%
(and thereafter)
(b) The Calculation Rates shall be at the rate specified below:
In the period from 01.04.90 ▇▇ ▇▇.▇▇.▇▇ 34%
01.04.91 ▇▇ ▇▇.▇▇.▇▇ 33% and
thereafter 33%
7. The Site of the Goods is on the seismic survey vessel the ▇▇ ▇▇▇▇▇
Labrador.
8. If the Lessee acts as sales sub-agent for Simon or agent for the Owner
to dispose of the Goods the Lessee will be entitled to 98% of the net
sales proceeds by way of rebate of rentals under Clause 17.02 of the
Master Agreement. The Sales Agency shall end six months after the
Lease Period expires.
9. The discount rate (referred to in Clause 14.03(b)(ii) of the Master
Leasing Agreement) shall be 5% per annum.
10. This Contract shall be governed by and construed in accordance with
English Law.
11. The Lessee's attention is drawn to Clause 5.09 of the Master
Agreement, under which irrespective of the accounting treatment to be
adopted by the Lessee, the Lessee is not entitled to claim capital
allowances on the Goods.
IN WITNESS whereof this Agreement has been entered into the day and year first
before written.
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SCHEDULE I
DESCRIPTION OF GOODS
1 Sony Colour Monitor
1 Slipring ▇▇▇▇
▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇
▇ Streamer Diverter Bodies
3 Break Out Box Components
1 Digital Dead Section
2 Hydro Streamer Cables
2 Streamer Fish
2 Spooler Block Control Valves
Tow Upgrade Connectors
1 Gun Depth Monitoring System
1 Modified Gun Fish
Streamer Connectors
2 Umbilical Upgrades
Umbilical Termination Components
Installation Costs
Computer Upgrades
Pneumatic Power Tools
Acoustics Upgrades
Air Start Motor
Spares Pack for Compressor
Seawater De-Salination Plant
DNV Classification Fee
Additional Shipyard's Costs
Miscellaneous Small Value Items
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SCHEDULE II
SPECIAL TERMS
The Rentals in this contract are variable for interest throughout the Primary
Period. For the purposes of Clause 5.04 of the Master Agreement each Rental is
based on the assumption that on the first relevant date as shown below the
Sterling London Interbank Rate Offered by The Royal Rank of Scotland Plc for
monies of the relevant amount and period at or about 11.00 am ("LIBOR") will be
10% p.a and that on each successive relevant date Three Month Sterling London
Interbank Rate Offered by the Royal Bank of Scotland plc for monies of the
relevant amount at or about 11 a.m. "LIBOR") on the relevant date as shown
below will be log per annum. LIBOR will be conclusively certified by the Owner
to Simon who will notify the Lessee of such certificate.
If LIBOR is greater on the relevant date the Lessee shall pay to Simon a
supplemental rental on the settlement date as shown below. If LIBOR is less on
the relevant date Simon shall following receipt of an equal amount from the
Owner pay to the Lessee a rebate of rental on the settlement date. The
supplemental rental or rebate of rental will be calculated by multiplying the
difference between LIBOR on the relevant date and 10% per annum (rounded to two
decimal places above) by the appropriate rental adjustment factor shown below.
Provided always that if there is any change to the rentals in accordance with
Clause 5.04 of the Master Agreement new rental adjustment factors will be
provided.
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Rental Adjustment Factors
per L.1.000 of Original
Relevant Date Cost for each 1% p.a.
for Setting LIBOR Settlement Date movements in LIBOR
----------------- ---------------- ------------------
10.02.92 01.04.92 L.1.42
01.04.92 01.07.92 L.2.49
01.07.92 01.10.92 L.2.48
01.10.92 01.01.93 L.2.43
01.01.93 01.04.93 L.2.14
01.04.93 01.07.93 L.2.12
01.07.93 01.10.93 L.2.09
01.10.93 01.01.94 L.2.04
01.01.94 01.04.94 L.1.86
01.04.94 01.07.94 L.1.83
01.07.94 01.10.94 L.1.79
01.10.94 01.01.95 L.1.73
01.01.95 01.04.95 L.1.60
01.04.95 01.07.95 L.1.56
01.07.95 01.10.95 L.1.51
01.10.95 01.01.96 L.1.44
01.01.96 01.04.96 L.1.36
01.04.96 01.07.96 L.1.29
01.07.96 01.10.96 L.1.23
01.10.96 01.01.97 L.1.16
01.01.97 01.04.97 L.1.09
01.04.97 01.07.97 L.1.03
01.07.97 01.10.97 L.0.96
01.10.97 01.01.98 L.0.88
01.01.98 01.04.98 L.0.83
01.04.98 01.07.98 L.0.76
01.07.98 01.10.98 L.0.68
01.10.98 01.01.99 L.0.59
01.01.99 01.04.99 L.0.57
01.04.99 01.07.99 L.0.49
01.07.99 01.10.99 L.0.40
01.10.99 01.01.00 L.0.30
01.01.00 01.04.00 L.0.29
01.04.00 01.07.00 L.0.20
01.07.00 01.10.00 L.0.10
01.10.00 and thereafter NIL
If any of the above dates are not business days the previous business day will
be used.
The calculation of the supplemental rental or rebate of rental are subject to a
minimum LIBOR of 7% per annum.
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SCHEDULE III
Termination Termination Termination Termination
Date Sum Date Sum
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1 March 1992 1032.91 1 October 1995 751.40
1 April 1992 1025.55 1 November 1995 743.71
1 May 1992 1021.01 1 December 1995 735.72
1 June 1992 1016.79 1 January 1996 727.85
1 July 1992 1012.21 1 February 1996 719.91
1 August 1992 1007.93 1 March 1996 711.03
1 Sept. 1992 1003.60 1 April 1996 696.09
1 Oct. 1992 998.90 1 May 1996 687.67
1 Nov. 1992 994.48 1 June 1996 679.34
1 Dec. 1992 989.70 1 July 1996 670.74
1 January 1993 985.17 1 August 1996 662.25
1 Feb. 1993 980.10 1 September 1996 653.66
1 March 1993 973.43 1 October 1996 644.79
1 April 1993 962.62 1 November 1996 636.03
1 May 1993 957.07 1 December 1996 627.00
1 June 1993 951.74 1 January 1997 618.04
1 July 1993 946.06 1 February 1997 609.06
1 August 1993 940.63 1 March 1997 599.15
1 Sept. 1993 935.13 1 April 1997 583.88
1 October 1993 929.28 1 May 1997 574.44
1 Nov. 1993 923.67 1 June 1997 565.04
1 Dec. 1993 917.71 1 July 1997 553.39
1 January 1994 911.96 1 August 1997 545.81
1 Feb. 1994 905.96 1 September 1997 536.11
1 March 1994 898.52 1 October 1997 526.18
1 April 1994 885.64 1 November 1997 516.30
1 May 1994 879.15 1 December 1997 506.17
1 June 1994 872.83 1 January 1998 496 07
1 July 1994 866.20 1 February 1998 485.99
1 August 1994 859.76 1 March 1998 475.16
I Sept. 1994 853.24 1 April 1998 459.95
1 October 1994 846.40 1 May 1998 449.42
1 Nov. 1994 839.76 1 June 1998 438.89
1 Dec. 1994 832.79 1 July 1998 428.14
1 January 1995 825.99 1 August 1998 417.40
1 Feb. 1995 819.03 1 September 1998 406.55
1 March 1995 810.80 1 October 1998 395.48
1 April 1995 796.57 1 November 1998 384.41
1 May 1995 789.13 1 December 1998 373.13
1 June 1995 781.83 1 January 1999 361.83
1 July 1995 774.22 1 February 1999 350.58
1 August 1995 766.77 1 March 1999 338.77
1 Sept. 1995 759.23 1 April 1999 323.90
1 May 1999 312.21 1 May 2000 162,29
1 June 1999 300.48 1 June 2000 149.28
1 July 1999 288.55 1 July 2000 136.10
1 August 1999 276.59 1 August 2000 122.82
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1 Sept. 1999 264.50 1 September 2000 109.41
1 October 1999 252.23 1 October 2000 95.85
1 Nov. 1999 239.90 1 November 2000 82.18
1 Dec. 1999 227.39 1 December 2000 68.40
1 January 2000 214.81 1 January 2001 54.57
1 February 2000 202.30 1 February 2001 40.72
1 March 2000 189.49 1 March 2001 26.76
1 April 2000 175.22 1 April 2001 14.06
The Termination Sums detailed above (which are stated per L.1000 of
Original Cost) have been calculated on the basis of the assumptions contained
in Clause 5.04(a) of the Master Agreement and Clause 6 of this Sub-Lease
Contract. The Termination Sums also assume that LIBOR in the Rental Period
during which termination occurs is log per annum, and that termination will
occur on one of the dates detailed above. In the event that a termination
occurs on any date other than a date detailed above, or that any of the other
aforementioned assumptions prove to be incorrect as at the date of termination,
with the result that the Return of the Owner in relation to the Goods in
respect of which such termination has occurred is altered, the amount of the
Termination Sums which falls due on such termination date shall be adjusted
upwards or downwards by such amount required to ensure that the Return of the
Owner, in relation to those Goods, is the same as it would have been had the
relevant assumption (and all other assumptions) proved to be correct.
The above Termination Sums will not apply in the event of the Lessee
repudiating the Master Agreement by a breach of the terms thereof in which case
the terms of Clause 14.03(b) apply. The above Termination Sums have been
calculated on the assumption that the Goods are sold for their tax written down
value in the accounts of the Owner at the time such disposal is completed; in
the event that this assumption proves to be incorrect the above Termination
Sums will be adjusted in such a manner as to maintain the Owner's Return taking
into account the actual disposal proceeds.
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AS WITNESS the hands of the representatives duly authorized on behalf of the
parties hereto the day and year first written above,
SIGNED BY SIGNED BY
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SIGNATURE /s/[illegible signature] SIGNATURE /s/ ▇.▇. ▇▇▇▇▇▇▇▇
DESIGNATION DESIGNATION
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on behalf of Simon for and on behalf of the Lessee
in the presence of: in the presence of:
WITNESS /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ WITNESS /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
*FULL NAME ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ *FULL NAME ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
ADDRESS ADDRESS
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*Complete name in full in typewriting or block capitals
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Note
Lessee must complete acceptance certificate overleaf.
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