EXHIBIT 10.1
SECOND AMENDED AND RESTATED DATA CONTRIBUTION AGREEMENT
This Second Amended and Restated Data Contribution Agreement (this
"Agreement") is entered into this 30th day of June, 1999, by and between
Petroleum Geo-Services ASA, a Norwegian joint stock company ("PGS"), Seismic
Energy Holdings, Inc., a Delaware corporation and an indirect, wholly owned
subsidiary of PGS (the "Company"), Spinnaker Exploration Company, a Delaware
corporation ("Spinco"), and Spinnaker Exploration Company, L.L.C., a Delaware
limited liability company and an indirect, wholly owned subsidiary of Spinco
("Spinnaker"). This Agreement amends, restates and supersedes that certain
Agreement, dated as of December 20, 1996, by and between PGS, the Company and
Spinnaker, as previously amended and restated as of January 6, 1998 (the
"Original Data Agreement");
RECITALS:
WHEREAS, the PGS Group (as defined herein) has acquired, or will acquire
additional, geophysical surveys in the Gulf of Mexico and its associated bays,
channels, tributaries, estuaries and Transition Zones, (as defined herein) and
offers the use of certain of such surveys and related data and information to
oil and gas companies and oil and gas exploration groups; and
WHEREAS, the Company has obtained and will obtain from the PGS Group copies
of such data and certain rights relating thereto; and
WHEREAS, PGS, the Company and Spinnaker entered into the Original Data
Agreement that provided, among other things, Spinnaker with certain rights with
respect to such copies; and
WHEREAS, the parties desire to and amend and restate the Original Data
Agreement to modify the amount, scope and range of the data and related
information made available to Spinco and Spinnaker.
NOW, THEREFORE, for and in consideration of One Hundred Dollars ($100),
certain membership interests of Spinnaker that were issued to the Company by
Spinnaker pursuant to the Purchase Agreement and certain shares of Spinco issued
to the Company by Spinco pursuant to the Contribution Agreement (as defined
herein) and certain shares of Spinco to be issued to the Company by Spinco
pursuant to the Acquisition Agreement (as defined herein) and the mutual
promises and agreements herein set forth, the parties agree as follows:
ARTICLE I
DEFINITIONS
When used in this Agreement, the following capitalized terms shall have the
meanings ascribed to them in this Article 1:
"Acquisition Agreement" means that certain Acquisition Agreement, dated as
of the date hereof, by and among Spinco and PGS.
-1-
"Affiliate" of a Person means, any Person Controlling, Controlled by, or
under common Control with such Person.
"Analyses" means analyses, based on Data, and more particularly described
on Schedule I hereto, of potential hydrocarbon fields and prospect portfolios
within a Block or Blocks which analyses are generated, owned or with respect to
which rights to transfer such analyses are held, by a member of the PGS Group.
"Bankruptcy Event" means, with respect to any Person, (i) the commencement
by such Person of any voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debt or other
liabilities under any bankruptcy, insolvency or other similar law now or
hereafter in effect or (ii) the commencement against such Person of any
involuntary case or proceeding which seeks liquidation, reorganization or other
relief with respect to such Person or its debts or other liabilities under any
bankruptcy, insolvency or other similar law now or hereafter in effect and such
involuntary case or other proceeding shall remain undismissed for a period of 30
days.
"Best Terms" means, with respect to any Data, other product or service
provided to the Spinco Group under this Agreement, the lowest prices and most
favorable terms afforded by any member of the PGS Group to a customer (i) whose
contractual relationships with the PGS Group are of a size generally comparable
to those of Spinco and its subsidiaries, taken as a whole, with the PGS Group,
and (ii) acquiring a similar or lesser volume of such Data, other product or
service.
"Block" means, with respect to the Gulf of Mexico within the territorial
waters of the United States or a state thereof (including its bays, channels,
tributaries, estuaries and Transition Zones), those blocks depicted on the Outer
Continental Shelf Leasing and Official Protraction Diagrams issued by the United
States Mineral Management Services ("MMS") or similar depiction on official
protraction or similar diagrams (not inconsistent with such diagrams issued by
MMS) issued by a state of the United States bordering on the Gulf of Mexico.
For all purposes of counting Blocks under Articles II and III of this Agreement,
a single whole Block shall contain (i) for deep waters beyond the continental
shelf in the area offshore Louisiana and all areas offshore Texas (deep and
shallow), 5760 acres and (ii) for all other areas, 5000 acres; any Block
containing a lesser number of acres shall be counted as a partial Block, in
decimal proportion of such actual number of acres to the standard number of
acres, rounded to the nearest tenth of an acre. All Blocks shall be counted in
respect of Data coverage based upon full aperture coverage.
"Contribution Agreement" means that certain Contribution Agreement, dated
January 6, 1998, by and among Spinco, each of the investors that are party
thereto and PGS.
"Control," including the correlative terms "Controlling," "Controlled by"
and "Under Common Control with" means possession, directly or indirectly, of the
power to direct or cause the direction of management or policies (whether
through ownership of securities or any partnership or other ownership interest,
by contract or otherwise) of a Person. For the purposes of the preceding
sentence, control shall be deemed to exist when a Person possesses, directly or
indirectly, through
-2-
one or more intermediaries (i) in the case of a corporation, more than 50% of
the outstanding voting securities thereof, (ii) in the case of a limited
liability company, partnership, limited partnership or venture, the right to
more than 50% of the distributions therefrom (including liquidating
distributions), or (iii) in the case of any other Person, more than 50% of the
economic or beneficial interest therein.
"Data" means (i) Standard Data; (ii) Enhanced Data; and (iii) Multi-
Component Data that (A) is not Excluded Data; (B) is acquired or produced prior
to the Survey Termination Date or is in the process of being acquired or
produced as of the Survey Termination Date; (C) that is derived from p-wave
(compressional wave) acquisition or processing; and (D) is separately made
available prior to March 31, 2004 to other customers by a member of the PGS
Group. "Data" includes Data covered by that certain Seismic Data Marketing
Agreement, as amended, between Diamond Geophysical Service Corporation and an
Affiliate of PGS.
"Deliver" means, with respect to Data and Analyses, the delivery of a copy
of such Data or Analysis to Spinnaker or Spinco, as applicable, in a magnetic
media, electronic form, or such other form as is then customarily provided by
the PGS Group to its customers receiving data similar to the Data in question.
"Enhanced Data" means, with respect to any set of Standard Data, any
derivative data sets and additional processing routines and displays prepared by
or for the account of any of the PGS Group not included in such Standard Data
(including pre-stack depth migrated data, post-stack depth migrated data, pre-
stack time migrated data, and three-dimensional amplitude-versus-offset data),
such data sets and additional processing routines and displays being prepared
prior to the Survey Termination Date or being in the process of being prepared
as of the Survey Termination Date, but excluding Excluded Data. If the PGS
Group retains a material royalty or similar interest in or measured by sales
proceeds of the sale of derivative data sets covering a Block or Blocks and
additional processing routines and displays by an unaffiliated third party under
an agreement with a member of the PGS Group, such data sets, routines and
displays shall be deemed to have been prepared "for the account" of the PGS
Group.
"Excluded Data" means the following:
(i) data produced or acquired exclusively for the benefit of a
specific customer or group of customers as to which restrictions on
the right to disclose, transfer or license apply during a specified
period (that begins when such data is acquired) agreed with such
customers, provided that no member of the PGS Group has a right to
disclose, transfer or license such data to any Person other than such
customers during such period and that such data will only be
considered "Excluded Data" during such specified period; and
(ii) Seitel Data.
-3-
"Multi-Component Data" means 3-D seismic data produced or acquired prior to
the Survey Termination Date or is in the process of being produced or acquired
as of the Survey Termination Date, that results from recording the vector
wavefield using both P-waves (compressional waves) and S-waves (shear waves),
which data covers portions of or entire Blocks.
"Person" means any natural person, corporation, limited partnership,
general partnership, joint stock company, joint venture, association, company,
trust, bank trust company, land trust, business trust or other organization,
whether or not a legal entity, and any government or agency or political
subdivision thereof.
"PGS Exploration" means PGS Exploration (U.S.), Inc., a Delaware
corporation and an indirect, wholly owned subsidiary of PGS.
"PGS Group" means PGS, the Company and their respective Affiliates.
"Purchase Agreement" means the Purchase Agreement, dated as of December 20,
1996, among Spinnaker, WP Spinnaker Holdings, Inc., Warburg, Xxxxxx Ventures,
L.P., PGS and the Company.
"Related Agreement" means any of the Amended and Restated Limited Liability
Company Agreement of Spinnaker, the Purchase Agreement, the Contribution
Agreement, the Acquisition Agreement, the Stockholders Agreement among the
stockholders of Spinco, and the Certificate of Designation of Spinco, including
any amendments to any of such agreements.
"Seitel Agreement" means that certain Seismic Data Licensing Agreement,
effective as of December 29, 1995, by and between Seitel Data Corp. and PGS
Exploration.
"Seitel Data" means all of the data covered by the Seitel Agreement.
"Spinco Group" means Spinnaker and Spinco, taken as a whole.
"Standard Data" means all basic 3-D, time-migrated seismic data (including
post-stack time migrated data) with bin center maps (paper and tapes for such
maps provided), and dragged array and vertical cable data, in each case covering
portions of or entire Blocks, as now provided as the standard product to the 3-D
seismic survey customers of the PGS Group, and as such standard may change from
time to time during the term of this Agreement, and all raw data volumes
relating to such data, in each case, that are owned or, with respect to which
rights to transfer such data to third parties, are held by any member of the PGS
Group, and which data or rights with respect thereto are so owned or held prior
to the Survey Termination Date or are in the process of being so owned or
acquired as of the Survey Termination Date, but excluding Excluded Data.
"Survey Termination Date" means March 31, 2002.
-4-
"Transition Zones" means lands, marshes, wetlands and similar areas from
which a portion of the Data covering the same is acquired by marine surveys
performed in the Gulf of Mexico (or its associated bays, channels, tributaries,
and estuaries).
"Work Products" means compilations, modifications, analyses, displays,
maps, and other work products produced by the Spinco Group or any of its
consultants or contractors from Data or by reprocessing or reformatting Data.
-5-
ARTICLE II
DELIVERY AND USE OF DATA
2.1 DELIVERY OF DATA
(a) Subject to the terms of this Agreement, and upon request by Spinnaker
or Spinco, delivered no later than 90 days after the date all Data has been
processed, generated and acquired, as reflected in the lists provided by
the Company pursuant to this paragraph the Company will Deliver to
Spinnaker or Spinco, for use in accordance with the provisions hereof, the
Data and the Analyses. As soon as practicable after the date hereof and
from time to time until the Survey Termination Date as reasonably
determined by the Company (but at least once in each month and on the
Survey Termination Date), the Company will provide to the Spinco Group a
complete list of all Blocks for which Data exists or Data is in progress.
From time to time after the Survey Termination Date until the date on which
all Data has been acquired or produced (but at least once in each month),
the Company will provide to the Spinco Group a complete list of all Blocks
for which Data was in the process of being processed, generated or acquired
as of the Survey Termination Date. From time to time as reasonably
requested by the Spinco Group, the Company shall provide the Spinco Group
with a map or maps showing in reasonable detail all Data surveys of the PGS
Group existing or in progress covering a Block or Blocks. Promptly upon
Spinco or Spinnaker identifying the Data and Analyses to be delivered, the
Company will Deliver the same to Spinco or Spinnaker in accordance with the
provisions of this Agreement. All Data requested by Spinco or Spinnaker in
the formats identified on Schedule II, and any other forms of Data
available electronically through PGS's GeoBank in 32-bit format, and any
raw data volumes if processing of such Data occurs at a location of a
member of the PGS Group, shall be Delivered to Spinco or Spinnaker (as
applicable) by direct download via PGS's GeoBank in 32-bit format; all
other Data will be provided by the Company in tape form on Best Terms;
provided, that if during the term of this Agreement the Company makes data
generally available to its customers in standard deliverable formats in
addition to those identified on Schedule II, and Spinco or Spinnaker cannot
access such formats of Data via PGS's GeoBank in 32-bit format, then the
Company shall provide such Data in tape form at the Company's expense.
Subject to Section 10.1(e), all Analyses requested by Spinco shall be
Delivered to Spinco in the customary format that the Company delivers such
Analyses to other customers, at the Company's expense.
(b) (i) PGS and the Company will obtain, or have obtained, the consent of
(or other arrangements reasonably satisfactory to the Company
will be or have been made) the PGS Group's existing seismic data
marketing counterparties, which are Diamond Geophysical Service
Corporation, CenterLine Geophysical, Inc., Jebco Seismic, Inc.,
Eastern Geophysical, Inc., TGS-Calibre Geophysical Company,
Century Seismic LLC, and Geophysical Pursuit, Inc.,
(collectively, with their respective Affiliates, the "Existing
Marketers"), such that the Data, Analyses or Multi-Component Data
that is
-6-
presently (with respect to all Existing Marketers) or will be in
the future (with respect to all Existing Marketers except Eastern
Geophysical) covered by any agreements with such Existing
Marketers can be Delivered to the Spinco Group in accordance with
all of the terms, provisions, conditions and representations set
forth in this Agreement. The Existing Marketers, except for
Eastern Geophysical, Inc., are hereinafter sometimes referred to
as the "Fully Consenting Marketers."
(ii) PGS and the Company shall make good faith efforts to obtain the
consent of, or make other arrangements reasonably satisfactory to
the Company with, those seismic data marketing counterparties
(other than the Fully Consenting Marketers) with whom any member
of the PGS Group enters into agreements after the date hereof
relating to Data, Analyses (if any), or Multi-Component Data (the
"New Marketers"), such that the Data, Analyses (if any), or
Multi-Component Data or Analyses covered by the applicable
agreements with such New Marketers can be Delivered to the Spinco
Group in accordance with all the terms, provisions, conditions
and representations set forth in this Agreement, as soon as
practicable; provided, however, no member of the PGS Group shall
be obligated to secure any consent or arrangement with a New
Marketer, all of which shall be at the sole discretion of PGS and
the Company (subject to the good faith efforts to secure such
consent or make other arrangements as is set out above). If PGS
or the Company secures any such consent or arrangement, then
thereafter, the Company shall include all Blocks covered by the
Data, Analyses (if any), or Multi-Component Data subject to such
consent or arrangement on the lists delivered by the Company
hereunder, and thereupon such data shall be considered Data (or
Analyses or Multi-Component Data, as the case may be) hereunder
for all purposes. If for any reason (other than the failure to
make good faith efforts as required above), PGS and the Company
do not obtain the consent of, or reach arrangements satisfactory
to them with, any such New Marketer, the seismic data covered by
any marketing agreements with such New Marketer shall be excluded
from Data, Analyses or Multi-Component Data subject to this
Agreement.
(c) PGS and the Company shall not, and PGS shall cause the other members
of the PGS Group not to, propose to a third party terms for any new
agreement that would have the effect of materially limiting or conditioning
the ability of PGS or the Company to fulfill its obligations under Articles
II and III hereof, provided that nothing in this paragraph shall prohibit
PGS or the Company from accepting such terms put forward by a New Marketer
if PGS has any reason, formed in good faith, to accept such terms other
than an intention to so limit or condition its ability to fulfill such
obligations.
-7-
(a) No member of the PGS Group shall be obligated to acquire any specific
amount of additional Data, Multi-Component Data or Analyses subsequent to
the date of this Agreement.
2.2 SELECTION PROCEDURE FOR MULTI-COMPONENT DATA. At no further cost, Spinco
shall have the right until 90 days after all Multi-Component Data has been
acquired or produced, as reflected in the lists provided by the Company pursuant
to this paragraph, to select Multi-Component Data covering up to 60 Blocks. As
soon as is reasonably practicable after the date hereof and from time to time
until the Survey Termination Date as reasonably determined by the Company (but
at least once in each month and on the Survey Termination Date), the Company
shall provide to Spinco a complete list of all Blocks for which Multi-Component
Data exists or is in progress. From time to time after the Survey Termination
Date until the date on which all Multi-Component Data has been acquired or
produced (but at least once in each month), the Company will provide to Spinco a
complete list of all Blocks for which Multi-Component Data was in the process of
being processed, generated or acquired as of the Survey Termination Date.
Spinco shall select Blocks of Multi-Component Data by written notice to the
Company specifying the Blocks of Multi-Component Data selected and including a
map plot showing the Blocks selected referenced to a commonly-used coordinate
system. Spinco shall be required to select Multi-Component Data in groups of
Blocks which are all contiguous on at least one side and which include at least
five (5) Blocks; provided that such groups of five (5) or more Blocks contiguous
on at least one side may be any shape as selected by Spinco. Promptly upon
selection by Spinco in accordance with this Section 2.2, the Company shall
Deliver the Multi-Component Data so selected in accordance with the provisions
of this Agreement. Upon selection of any such Multi-Component Data, that
Multi-Component Data will be deemed to constitute "Data" for all purposes of
this Agreement (including, without limitation, the provisions of Article II).
Subject to Section 10.1(e), all Multi-Component Data selected by Spinco shall be
Delivered to Spinco by direct download via PGS's GeoBank in 32-bit format;
provided that where such Multi-Component Data is not available by such delivery
form or Spinco cannot access such Multi-Component Data via PGS's GeoBank, then
the Company shall provide such Multi-Component Data in tape form, at the
Company's expense.
2.3 USE AND ACCESS TO DATA. The Spinco Group may use, access, copy, display
and prepare Work Products from, the Data and the Analyses Delivered by the
Company, as follows:
(a) load machine-readable Data and Analyses into Spinco's or Spinnaker's
internal computer system at a location owned or leased by Spinco or
Spinnaker (an "Authorized Computer System");
(b) use and manipulate the Data and Analyses solely for purposes of
serving the internal needs of Spinco's or Spinnaker's business;
(c) in connection with Spinco's or Spinnaker's authorized use of the Data
and Analyses, storing, transmitting and displaying the Data and Analyses on
computers that are part of the Authorized Computer System; and
-8-
(d) making copies of the Data and Analyses on the Authorized Computer
System solely for Spinco's or Spinnaker's internal purposes, provided that
all of the Company's and PGS Group's proprietary and copyright legends are
included in all copies of the Data and Analyses.
In addition, the Spinco Group may disclose or make available the Data and Work
Products and Analyses to third parties only as follows:
(i) The Spinco Group may make the Data, Analyses and Work Products
prepared by the Spinco Group available to its consultants and
contractors for the purpose of interpretation, analysis, evaluation,
mapping and additional processing; provided that such consultant or
contractor does not remove the Data or Analyses or Work Products
(other than maps) from the premises of the Spinco Group (except that
such consultant or contractor may process the Data, Analyses or Work
Products at such consultant's or contractor's premises) and agrees in
writing to maintain the Data, Analyses and Work Products in
confidence, to use the Data, Analyses and Work Products only for the
benefit of the Spinco Group and in accordance with the terms of this
Agreement, and to return the Data, Analyses and Work Products upon
completion of the work for which the consultant or contractor has been
engaged.
(ii) The Data and Work Products may be shown (but not delivered to)
prospective and existing investors, lenders and/or participants in
farmouts, exploration groups, development proposals, joint acquisition
groups and the like for the sole purpose of evaluating their
participation in such ventures; provided that each such Person shall
agree in writing to maintain the Data and Work Products in confidence
in accordance with the terms of this Agreement. Such Persons may not
remove such Data and Work Products (other than maps) from the premises
of the Spinco Group nor retain copies thereof.
2.4 LIMITATIONS ON USE OF DATA AND ANALYSES. Neither member of the Spinco
Group may transfer or license the Data, Analyses or Work Products (other than
maps) to any Person other than within the Spinco Group without first obtaining a
transfer right pursuant to Section 3.2. Spinco and Spinnaker shall keep the
Data and the Analyses free and clear of all claims, liens, and encumbrances and
neither shall sell, lease, license, pledge or hypothecate the Data or Analyses.
Nothing in this Section 2.4 shall be deemed to limit any right of Spinco or
Spinnaker to transfer Data as specifically permitted, and on the conditions set
out, in Sections 3.2 or 10.1.
2.5 SEITEL DATA. In connection with the Original Data Agreement, PGS
Exploration assigned to Spinnaker the right granted to PGS Exploration pursuant
to the Seitel Agreement on the terms set forth therein. Spinnaker shall
continue to have such right. The Spinco Group shall not assume any obligations
under the Seitel Agreement other than the obligation to comply with the
provisions of the Seitel Agreement in its use of Seitel Data, and PGS and the
Company shall indemnify and hold
-9-
the Spinco Group harmless from all claims or obligations arising under or in any
way related to the Seitel Agreement and not so assumed by the Spinco Group.
2.6 DATA MANAGEMENT AGREEMENT. The Company and Spinnaker and Spinco agree that
for purposes of this Agreement, the Data Management Letter of Understanding
commencing June 1, 1999 between PGS Data Management and Spinnaker (the "Data
Management Agreement") will be extended, on the same terms and conditions and
with the same limitations as contained therein or made a part thereof as of the
date hereof, until March 31, 2003, to the extent that the PGS Group provides to
third parties the GeoBank electronic data download process that is the subject
of the Data Management Agreement; provided, however that from and after the
current expiration date of the Data Management Agreement the Spinco Group will
provide its T3 data/telecommunications line used in connection with the Data
Management Agreement, at its own expense; and provided further that,
notwithstanding anything herein to the contrary, if before March 31, 2003, the
PGS Group ceases to provide to third parties the GeoBank electronic data
download process that is the subject of the Data Management Agreement, the
Company will provide to Spinco or Spinnaker the Data that otherwise would have
been delivered hereunder via PGS's GeoBank by 32-bit tape at the Company's
expense.
ARTICLE III
TRANSFER OF DATA
3.1 TRANSFER OF THE DATA. Without further consideration, it shall be deemed
that Spinnaker or Spinco, as appropriate, has, in addition to the rights granted
under Article II, (i) the right to have Work Products made from Data by third
parties (subject to the limitation set out in this Agreement), (ii) the right to
use the Data in connection with the drilling of one or more xxxxx on, or the
acquisition, directly or indirectly, of any interest in a producing oil or gas
property covering all or any part of, a Block to which such Data relates, (iii)
the limited right to transfer Data provided in Section 3.2 and Section 10.1 and
(iv) the limited right to show Data and Work Products from Data pursuant to
Section 2.3 provided that the restrictions of Section 2.3 are observed. Each of
Spinnaker and Spinco agrees to xxxx all Work Products from Data to indicate that
such Work Products are subject to restrictions on disclosure. The copy of the
Data transferred to Spinnaker or Spinco pursuant to this Section 3.1 and the
other provisions of this Article III applicable thereto shall be personal to
such entity and may not be transferred or licensed to any other Person, except
as expressly permitted in Sections 3.2 and 10.1.
3.2 LIMITED RIGHT TO TRANSFER. At no further cost, Spinnaker or Spinco, as
applicable, shall have a one-time right to transfer a copy (in the appropriate
form) of any Standard Data or Enhanced Data covering not more than an aggregate
of 568.6 Blocks in connection with all such transfers, each such transfer being
to a single "Qualified Transferee" with whom such party has entered into one or
more joint ventures or other contractual arrangements (which arrangements may
include additional Persons, but no such additional Persons shall be a Qualified
Transferee in respect of the Block in question) providing for joint contractual
interests in all or any part of such Block, or a Block contiguous on one side
with such Block. Any such transfer shall cover Data in groups of Blocks
-10-
which are all contiguous on at least one side and which include at least twenty
(20) blocks; provided that such groups of twenty (20) or more Blocks contiguous
on at least one side may be any shape as selected by Spinco or Spinnaker. The
term "Qualified Transferee" means a Person (i) with substantial business
activities other than the joint contractual interest referred to in the
immediately preceding sentence, (ii) not formed for the purpose of holding such
interest or otherwise acquiring access to the data transferred, and (iii) has
executed a customary license agreement in favor of a member of the PGS Group or
an Existing Marketer or a New Marketer. Such Qualified Transferee shall have the
same rights granted to Spinnaker or Spinco, as appropriate (other than the
rights provided in this Section 3.2 and Section 10.1), in respect of the data
transferred covering such Block, and shall be subject to the same limitations
imposed on Spinnaker or Spinco, as applicable, under this Agreement with respect
to such data. No transfer within the Spinco Group of a copy of any Data shall be
deemed to be a transfer hereunder. For the purposes of determining the number of
Blocks of Data transferred to any Qualified Transferee, the parties agree that
the transfer of only Standard Data covering a Block or Blocks shall be counted
as the number of Blocks covered by such Data so transferred, and the transfer of
Standard Data with Enhanced Data covering a Block or Blocks shall be counted as
the number of Blocks covered by such Data so transferred multiplied by 1 1/2.
3.3 ALLOCATION OF DATA RECEIPT; CERTAIN RIGHTS OF SPINNAKER. Of the Data
Delivered hereunder (including Data Delivered under the Original Data
Agreement), the first 1,131.5 Blocks of Data Delivered (or, in the case of Data
nominated under the Original Data Agreement, nominated) have been Delivered to
(or nominated by) Spinnaker in consideration of which Spinnaker has issued to
the Company common units in Spinnaker. Prior to the date hereof, the Company
has provided to Spinnaker more than 1,131.5 Blocks of Data that were not
nominated under the Original Data Agreement, and Spinnaker has nominated under
that Original Data Agreement a total of 562.9 Blocks of Data. Of the Data
previously provided to Spinnaker but not nominated under the Original Data
Agreement, Spinnaker retains an additional 568.6 Blocks of Data. All Data in
excess of: (a) the Data previously nominated by Spinnaker and (b) the Data
retained by Spinnaker is Delivered on the date hereof by Spinnaker to Spinco (on
behalf of the Company), and all additional Data and all Multi-Component Data and
all Analyses later Delivered hereunder will be Delivered by the Company to
Spinco, in exchange for issuance by Spinco of 500,000 shares of Common Stock of
Spinco to the Company pursuant to the Acquisition Agreement.
ARTICLE IV
CONFIDENTIALITY; PROPRIETARY RIGHTS OF THE PGS GROUP
4.1 OWNERSHIP OF THE DATA AND ANALYSES. The Data and Analyses at all times
shall remain the property of the PGS Group, subject to the rights of the Spinco
Group and the Qualified Transferees hereunder.
4.2 CONFIDENTIALITY OBLIGATIONS. Each member of the Spinco Group agrees that
it will hold the Data and Work Products and Analyses in strict confidence, both
during the term and after the termination of this Agreement, and will not
disclose any portion of the Data or Work Products or Analyses therefrom to any
Person other than its directors, officers and employees, except that the Data
and Work Products and Analyses may be disclosed (i) as expressly permitted under
this
-11-
Agreement, and (ii) to government agencies only to the extent such disclosure is
specifically required by law. Each member of the Spinco Group agrees to notify
the Company of any request or demand for disclosure made upon any member of the
Spinco Group by a government agency prior to any such disclosure. In addition,
each member of the Spinco Group shall take reasonable measures to keep the Data
and Analyses in a secure place and under reasonable access and use restrictions
designed to prevent disclosure to unauthorized parties, and shall notify the
Company immediately of any loss, theft or unauthorized disclosure or use of the
Data or Analyses.
ARTICLE V
REPRESENTATIONS AND COVENANTS OF PGS AND THE COMPANY
5.1 REPRESENTATIONS AND WARRANTIES OF PGS AND THE COMPANY. PGS and the
Company represent and warrant to the Spinco Group that:
(a) PGS is a joint stock company duly organized and validly existing under
the laws of the Kingdom of Norway;
(b) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware;
(c) Each of them has all requisite corporate power and authority to
execute and deliver this Agreement;
(d) This Agreement is a legal, valid and binding obligation of each of
them enforceable against each of them in accordance with its respective
terms, except as such enforceability may be (i) limited by the effect of
any applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the enforcement of creditors' rights
generally and (ii) subject to the effect of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law);
(e) The performance of the geophysical surveys mentioned above and the
acquisition of the Data and Analyses were or will be conducted in
compliance with all applicable laws, rules and regulations; except where
the failure to so comply would not have a material adverse effect on the
rights of the Spinco Group or any Qualified Transferees, or the ability of
the Company or PGS to perform, under this Agreement;
(f) The Company has or will have the right to grant all rights described
herein to Spinnaker or Spinco, as applicable, and any Qualified
Transferees, as contemplated herein, whether or not the Company is the sole
owner of the Data or Analyses;
(g) The transactions related to the Data and Analyses contemplated by this
Agreement do not and will not infringe any copyright or trade secrets of
any third party. PGS and the Company represent and warrant that their
execution and delivery of this Agreement and the performance hereunder
shall not violate any applicable law, rule or regulation or any
-12-
contracts by any member of the PGS Group with third parties except for any
violations that would not have a material adverse effect on the rights of
the Spinco Group or any Qualified Transferees, or the ability of the
Company or PGS to perform, under this Agreement; and
(h) Their performance of this Agreement does not and will not breach any
agreement to keep in confidence information acquired by them and that they
have not and will not use in the performance of their obligations hereunder
any confidential materials of any third parties, unless they first obtain
the prior written consent of the Spinco Group to do so.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PGS, THE COMPANY AND THE OTHER
AFFILIATES OF PGS DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE DATA AND ANALYSES, WHETHER EXPRESS OR IMPLIED, INCLUDING ITS
CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF
ANY LATENT OR APPARENT DEFECTS AND ITS MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE. NEITHER PGS, THE COMPANY NOR THE OTHER AFFILIATES OF
PGS SHALL BE RESPONSIBLE IN ANY WAY FOR THE ACCURACY OF THE RESULTS OBTAINED BY
THE SPINCO GROUP OR ITS AFFILIATES OR TRANSFEREES THROUGH USE OF THE DATA.
5.2 GENERAL INDEMNITY RELATED TO THE ACQUISITION OF DATA. PGS and the Company
assume all liabilities of every nature, including any taxes levied, that may
arise out of or in connection with the activities of the PGS Group in acquiring
the Data or Analyses, and hereby agree to defend and hold the Spinco Group and
its Affiliates, and their respective officers, directors and employees, harmless
from any and all claims, demands, actions, causes of action and judgments,
including attorneys' fees and costs, arising out of or related to the Company's
making available or Delivery of Data or Analyses to Spinnaker. PGS and the
Company represent that no use or sales tax shall be owing or otherwise payable
by the Spinco Group because of the performance of the obligations of the Company
under Articles II and III hereof except for such taxes, if any, arising from the
purchase of services referred to in Section 7.1 by the Spinco Group.
5.3 NON-INFRINGEMENT INDEMNITY. PGS and the Company shall defend, indemnify
and hold harmless the Spinco Group and its officers, employees, and agents from
any and all third party claims, suits, causes, judgments, settlements, expenses
and liabilities based on a claim, assertion or allegation that any of the Data
or Analyses, or its use or distribution by the Spinco Group as expressly
permitted by this Agreement, infringes any copyright, trade secret or contract
right of any third party.
5.4 LIMITATION ON LIABILITY. THE CUMULATIVE LIABILITY OF THE PGS GROUP FOR ALL
CLAIMS RELATING TO THE DATA OR ANALYSES AND THIS AGREEMENT (WHETHER ARISING IN
CONTRACT, TORT OR STRICT LIABILITY) SHALL NOT EXCEED FORTY-FIVE MILLION DOLLARS.
IN NO EVENT SHALL ANY MEMBER OF THE PGS GROUP BE LIABLE FOR ANY LOSS OF PROFITS,
SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WITHOUT REGARD TO WHETHER OTHER
PROVISIONS
-13-
OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. Nothing in this
Section 5.4 shall be deemed or construed to limit any provisions of the Related
Agreements concerning the rights and remedies of the Spinco Group and other
parties thereto, in the event of a breach of this Agreement or the Related
Agreements by any member of the PGS Group.
5.5 NON-COMPETE. Each of PGS and the Company covenants that it shall not,
directly or indirectly, until after the expiration of the Survey Termination
Date, disclose or provide to any Person other than the Spinco Group, in exchange
for any beneficial interest in any oil or gas property (or in any Person whose
assets are comprised principally of oil and/or gas properties), Data covering
the majority of the Blocks in any survey in the Gulf of Mexico that is marketed
by the PGS Group as a single survey.
ARTICLE VI
REPRESENTATIONS AND COVENANTS OF THE SPINCO GROUP
6.1 REPRESENTATIONS AND WARRANTIES OF THE SPINCO GROUP. Spinnaker and Spinco
represent and warrant, jointly and severally, that:
(a) Spinnaker is a limited liability company duly organized and existing
under the laws of the State of Delaware, and Spinco is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware;
(b) This Agreement is a legal, valid and binding obligation of each of
Spinnaker and Spinco and each of the Related Agreements to which Spinnaker
or Spinco is a party is a legal, valid and binding obligation of such
party, in each case enforceable against such party in accordance with its
respective terms, except as such enforceability may be (i) limited by the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws relating to or affecting the enforcement of
creditors' rights generally and (ii) subject to the effect of general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); and
(c) Each of Spinnaker and Spinco has full power and authority to execute
and deliver this Agreement, and its performance of this Agreement does not
and will not breach any agreement to keep in confidence information
acquired by it and it has not and will not use in the performance of its
obligations hereunder any confidential materials of any third parties,
unless it first obtains the Company's prior written consent to do so.
-14-
ARTICLE VII
ADDITIONAL SERVICES
7.1 ADDITIONAL SERVICES.
(a) The Spinco Group may request that the PGS Group provide such seismic
related services as the parties may agree upon from time to time. Such
services (the "Services") shall be provided by the PGS Group on Best Terms
until the Spinco Group has received Services costing $10,000,000. As part
of Services, the PGS Group shall develop and deliver such products or
services in accordance with such milestones or delivery schedule as the
parties may agree.
(b) The Spinco Group agrees that, if the PGS Group continues through
December 31, 2002 to offer to its customers substantially the same type and
quality of services as it does on the date hereof, it will purchase from
the PGS Group no less than $2,000,000 of Services (less the amount of
Services purchased from the PGS Group from December 20, 1996 to the date
hereof), to be performed by the PGS Group prior to December 31, 2002.
(c) If the Spinco Group has not fulfilled its obligation under paragraph
(b) immediately preceding by September 30, 2002, the Company shall so
notify Spinco on or before October 2, 2002. If the Spinco Group fails to
fulfill its obligation under paragraph (b) after receipt of such notice,
then as the sole remedy of PGS and the Company (i) the Spinco Group shall
pay to the Company the sum of $2,000,000, less the sums on of seismic
related services purchased and paid for by the Spinco Group from the PGS
Group on or prior to such date, which sum, shall be considered a prepayment
for future purchases by the Spinco Group of Services and (ii) future
purchases covered by such prepayment shall be charged at regular market
rates charged by the PGS Group at the time of such purchase rather than at
the discounted rates described above. In the event the Spinco Group fails
to purchase Services valued at the amount of its prepayment by December 31,
2004, the Company shall be entitled to retain such remaining prepayment
amount and the PGS Group shall have no further obligation to provide
Services to the Spinco Group.
7.2 INVOICES FOR ADDITIONAL SERVICES. The PGS Group shall invoice the Spinco
Group on a monthly basis for services performed by the PGS Group during the
preceding month. The invoices shall refer to this Agreement and shall be made
out and addressed as instructed in accordance with the Spinco Group's request(s)
for such services.
ARTICLE VIII
TERMINATION
8.1 TERMINATION EVENTS. The rights of the Spinco Group under Article II and
Sections 3.1 and 5.5, on the one hand, or the rights of PGS and the Company
under Section 7.1, on the other hand (either a "defaulting party"), but not the
obligations of the defaulting party, may be terminated
-15-
pursuant to this Section 8.1 by the other party (a "non-defaulting party") upon
written notice to the defaulting party upon the occurrence of any of the
following:
(i) A Bankruptcy Event with respect to the defaulting party;
(ii) A material breach by the defaulting party under this Agreement
(other than a breach of Sections 2.3, 2.4, 3.1(i), (ii) or (iv), or
4.2) that remains unremedied for 90 days after notice of such breach
is delivered by the Company to Spinco; or
(iii) A knowing breach of Sections 2.3, 2.4, 3.1(i), (ii) or (iv), or
4.2 that results in significant damages to the nondefaulting party, or
the failure of the defaulting party to take prompt diligent and
continuous action to prevent a subsequent breach of Sections 2.3, 2.4,
3.1(i), (ii) or (iv) or 4.2, after an unknowing breach of any such
Section that results in significant damages to the nondefaulting
party, and as to which the nondefaulting party has given the
defaulting party notice promptly after the Company becomes aware of
any such breach,
Nothing in this Section 8.1 shall limit the remedies available to the Company
for any breach of this Agreement by Spinco or Spinnaker.
ARTICLE IX
ARBITRATION OF DISPUTES
9.1 ARBITRATION PROCEDURES. Any dispute arising under or in connection with
this Agreement shall be settled by arbitration in Houston, Texas under the rules
of the American Arbitration Association, except as provided herein. The party
requesting arbitration shall serve upon the other party a written demand for
arbitration with the name and address of the arbitrator appointed by it and such
other party shall, within ten (10) business days thereafter, appoint an
arbitrator, and the two arbitrators so named shall appoint a third arbitrator,
and the decision or award of any two of the three arbitrators shall be final and
binding upon the parties. In no event shall any dispute be determined by more
than three arbitrators. Should the party upon whom the demand for arbitration
is served fail or refuse to appoint an arbitrator within ten (10) business days,
the single arbitrator shall have the right to decide alone, and his or her
decision or award shall be final and binding upon the parties. The
arbitrator(s) shall have the discretion to impose the cost of the arbitration
proceedings, including reasonable attorneys' fees, upon the losing party, or
divide it between the parties on any terms that they deem just. Any decision or
award rendered hereunder may be made and entered as a rule or judgment of any
court, in any county having jurisdiction.
9.2 JUDGMENTS. Judgment upon the arbitration award rendered may be entered in
any court having either personal or in rem jurisdiction, or application may be
made to such court for a judicial acceptance of the award and an order of
enforcement, as the case may be.
-16-
ARTICLE X
MISCELLANEOUS
10.1 ASSIGNMENT OF THIS AGREEMENT.
(a) The terms used in this Section 10.1 have the meanings assigned below:
(i) "Spinco Group Successor" means a successor to all or
substantially all of the business or assets of Spinnaker or Spinco
that is not a PGS Competitor.
(ii) "PGS Competitor" means a Person that provides 3-D marine seismic
data in the Gulf of Mexico or its associated bays, channels,
tributaries, estuaries and Transition Zones, as a significant part of
its business, and any Affiliate of such a Person.
(iii) "Major Customer" means, at the time of determination, (x) a
Person that has purchased from the PGS Group in the 12 calendar month
period immediately preceding the month in which such determination is
made a dollar amount of products and services at least equal to 7.5%
of the aggregate gross receipts of the PGS Group for all seismic data
purchases and related services provided in such 12 calendar month
period in the Gulf of Mexico and its associated bays, channels,
tributaries, estuaries and Transition Zones, and (y) any Affiliate of
such a Person. The Company shall provide Spinco, within a reasonable
time, written notice from time to time when a Person becomes a Major
Customer and when a Person ceases to be a Major Customer. A Person
shall not be recognized as a Major Customer under the provisions of
this Article 10.1 unless the Company shall have provided Spinco with a
notice so designating such Person.
(iv) "Qualified Survivor" means the surviving entity (other than
Spinnaker or Spinco) after a merger or consolidation between Spinnaker
or Spinco and a third Person if (and only if) such third Person is not
a PGS Competitor and is not a Major Customer.
(v) "Competitor Change of Control" means a change in the ownership
of Spinnaker or Spinco or a successor to either of them that gives
Control to a PGS Competitor and that occurs after the membership
interests or common stock, as the case may be, of Spinnaker or Spinco
are (x) registered pursuant to the Securities Act of 1933 or the
Securities Exchange Act of 1934 or (y) authorized and approved for
listing on a national securities exchange or admitted to trading and
quoted in the Nasdaq National Market or comparable system.
(vi) "Customer Change of Control" means a change in the ownership of
Spinnaker or Spinco or a successor to either of them that gives
Control to a Major Customer and that occurs after the membership
interests or common stock, as the case may be, of
-17-
Spinnaker or Spinco or a successor to either of them are (x)
registered pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, or (y) authorized and approved for listing on a
national securities exchange or admitted to trading and quoted in the
Nasdaq National Market or comparable system.
(b) Except as provided in Section 3.2, the Data and the rights granted by
this Agreement may not be transferred without the prior written consent of
the Company, except that such consent shall not be required with respect to
(i) one (and only one) transfer by the Spinco Group to a Spinco Group
Successor or (ii) if (and only if) the Spinco Group Successor is not a
Major Customer, one (and only one) transfer to a single successor to all of
substantially all of the business or assets of the Spinco Group Successor
that is not a PGS Competitor. A transfer of the Data from one member of the
Spinco Group to another (by direct assignment, merger, consolidation or
otherwise) shall not constitute a transfer hereunder.
(c) Data and the rights granted, and limitations imposed, by this
Agreement will continue in full force and effect after the merger or
consolidation by Spinnaker or Spinco with any other Person, provided that
such other Person is not a PGS Competitor. The Data and the rights granted,
and limitations imposed, by this Agreement will continue in full force and
effect after the merger or consolidation by a Qualified Survivor with any
other Person, provided that such other Person is not a PGS Competitor.
(d) If any of the following events occurs, then the Company may by written
notice to Spinco terminate the rights of the Spinco Group under Article II
and Section 3.1:
(i) Either of Spinnaker or Spinco transfers Data or this Agreement
in any manner other than as expressly permitted under Section 3.2 or
Section 10.1 (b);
(ii) Either of Spinnaker or Spinco effects a merger or consolidation
not expressly permitted under Section 10.1 (c);
(iii) there is a Competitor Change of Control; or
(iv) upon the occurrence of more than one Customer Change of Control
(provided that the first Customer Change of Control shall not give
rise to such termination option).
(e) Notwithstanding anything to the contrary herein, after the date hereof
Spinco may assign to Spinnaker all or any part of its rights hereunder
(including all rights to all Data that was Delivered to Spinco prior to any
such assignment), including its rights hereunder to designate, select, and
otherwise deal with Data, Multi-Component Data and Analyses.
10.2 NOTICES. All notices will be given in writing to the respective parties
at the following addresses, unless another address shall have been designated in
writing, and will be deemed delivered when delivered by hand; delivered by
Federal Express or other overnight courier service
-18-
with a reliable system for tracking delivery; or sent and received by registered
or certified mail, postage prepaid, return receipt requested.
If to PGS:
Petroleum Geo-Services ASA
Strandveien 50 X-00 00
Xxxxxxx, Xxxxxx
Attention: Knut Haavardsen
Facsimile: 011-67-53-68-83
If to the Company:
Seismic Energy Holdings, Inc.
00000 Xxxxxx'x Xxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxx
Facsimile: 000-000-0000
If to Spinnaker or Spinco:
Spinnaker Exploration Company
0000 Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxx
Facsimile: 000- 000-0000
10.3 ENTIRE AGREEMENT. This Agreement, together with any attachments or
schedules hereto, and the Related Agreements contains the entire understanding
between the parties relating to the subject matter hereof and supersedes all
prior agreements (including the Original Data Agreement as heretofore amended
and restated), proposals, representations and understandings between the parties
relating to the subject matter hereof.
10.4 NO AMENDMENT. This Agreement may not be amended, modified, superseded or
canceled and none of the terms, provisions, covenants, representations,
warranties or conditions may be waived, except by a written instrument executed
by the parties, or in the case of waiver, by the party waiving compliance.
10.5 NO WAIVER. No failure by either party to exercise any right arising from
a default by the other party shall impair that right or constitute a waiver of
it. No waiver by any party of any condition or breach of any term, provision,
covenant, representation or warranty, whether by conduct or otherwise, in any
one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such condition or breach, or a waiver of any other
condition, or breach of any other term, provision, covenant, representation or
warranty.
-19-
10.6 REMEDIES, GUARANTIES. Unless stated otherwise, all remedies specified
herein are cumulative and in addition to any other remedies available at law or
in equity. PGS and the Company acknowledge that any violation by either of them
of certain of their obligations under this Agreement would result in damage to
the Spinco Group that is incapable of complete remedy by an award of the money
damages as allowed by the other provisions of this Agreement. Accordingly, any
violation of the obligations of PGS or the Company hereunder shall give the
Spinco Group the right to specifically enforce such obligations (assuming
neither Spinnaker or Spinco is then a defaulting party under this Agreement),
including seeking a court-ordered injunction or other appropriate equitable
relief to specifically enforce those obligations. PGS hereby irrevocably
guarantees the timely performance by the Company of its obligations hereunder;
and each of Spinnaker and Spinco hereby irrevocably guarantees the timely
performance by the other of its respective obligations hereunder.
10.7 SEVERABILITY. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants, and
restrictions of this Agreement shall continue in full force and effect and shall
in no way be affected, impaired or invalidated unless such an interpretation
would materially alter the rights and privileges of any party hereto or
materially alter the terms of the transactions contemplated hereby.
10.8 CHOICE OF LAW. This Agreement will be subject to, governed by, and shall
be interpreted according to, the substantive laws of the State of Texas, without
regard to its conflicts laws or rules.
10.9 COUNTERPARTS. This Agreement may be executed in as many counterparts as
may be required, each of which shall be deemed an original.
10.10 NO THIRD PARTY BENEFICIARIES. The parties agree that this Agreement is
for the benefit of the parties and is not intended to confer any legal rights or
benefits to any third party, and that there are no third party beneficiaries to
this Agreement or any part or specific provision of this Agreement.
-20-
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective
as of the date first above written.
PETROLEUM GEO-SERVICES ASA
By: /s/ J. XXXXXXXXXXX XXXXXXX
-----------------------------
Name: J. Xxxxxxxxxxx Xxxxxxx
---------------------------
Title: Sr. V.P./CFO
--------------------------
SEISMIC ENERGY HOLDINGS, INC.
By: /s/ XXXX X. XXXX
-----------------------------
Name: XXXX X. XXXX
---------------------------
Title: VP, Finance
--------------------------
SPINNAKER EXPLORATION COMPANY, L.L.C.
By: /s/ XXXXX X. XXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxx
---------------------------
Title: President
--------------------------
SPINNAKER EXPLORATION COMPANY
By: /s/ XXXXX X. XXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxx
---------------------------
Title: President
--------------------------
-21-
SCHEDULE I
SUMMARY OF SURVEY ANALYSES
---------------------------------------------------------------------------------------------------------
SURVEY A B C D E
-----------------------------------------------------------------------------
LEAD MAGNETIC GRAVITY BATHYMETRY DATA Bright Spot
PORTFOLIO DATA DATA Atlas
---------------------------------------------------------------------------------------------------------
GPI 1 (45 blk) X X X N/A N/A
---------------------------------------------------------------------------------------------------------
GPI 2 (193.5 blk) X X X X N/A
---------------------------------------------------------------------------------------------------------
GPI 3/DW6 (143 blk) X X X X N/A
---------------------------------------------------------------------------------------------------------
GPI 4/DW 10 (141 blk) X X X X N/A
---------------------------------------------------------------------------------------------------------
DW 7 (168 blk) IN PROCESS X X X N/A
---------------------------------------------------------------------------------------------------------
DW 8 (152 blk) IN PROCESS X X X N/A
---------------------------------------------------------------------------------------------------------
Jebco 1/DW 1 (148 blk) X X X N/A N/A
---------------------------------------------------------------------------------------------------------
Jebco 2/DW 2 (138 blk) X X X N/A N/A
---------------------------------------------------------------------------------------------------------
Jebco 3/DW 3 (147 blk) X X X N/A N/A
---------------------------------------------------------------------------------------------------------
Centerline HI 1 (51.2 blk) X N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------
In process -- Lead portfolio will be made available as soon as it is completed.
Expected completion date August 1999.
Deliverables included within each category above:
A. LEAD PORTFOLIO
. Seafloor structure map (time and depth)
. Top & base salt time structure maps (time and depth)
. Base sediment structure map
. Salt isochron and isopach maps
. Sediment isochron and isopach maps (seafloor to top salt)
. Selected correlated faults (digital format only)
. Interval RMS amplitude maps
. Amplitude anomaly lead map
. Subsalt reflection lead map (where imaged)
-22-
B. AEROMAGNETIC SURVEY DATA
I. Raw and processed aeromagnetic data on desired medium and format:
. Geodetic Coordinates (Latitudes/Longitudes and projected X and Y
coordinates)
. Raw TMI
. Diurnal base station magnetics
. Barometric altimetry
. Radar altimetry
. GPS altimetry
. IGRF correction (point-by-point and altitude adjusted)
. IGRF corrected
. Leveled and Adjusted TMI and grid of TMI
. Database of the data delivered (sequential format or LCT format)
II. Deliverables (Maps)
. Total Magnetic Field Intensity Map
. Residual Magnetic Intensity Map
. Polar Reduced TMI Map
. Polar Reduced Residual Map
. Flight Line Map
. Gradient Map
III. Acquisition, Processing and Interpretation Reports
All map and profile scales will be appropriately for the size of the Survey.
All Maps will be available in ZMAP+(TM) format and cgm files on tape.
C. RAW/PROCESSED GRAVITY DATA
I. Data Package
. Geodetic Coordinates (Latitudes/Longitudes and projected X and Y
Coordinates)
. Raw Gravity data, all channels
. Processed Gravity Data
. Grids of Bathymetry, Free-Air gravity and Bouguer gravity data
. Database of the data delivered (sequential format or LCT format)
II. Deliverables (Maps)
. Bathymetry Map
. Free-Air Gravity Map
. Bouguer Gravity Map
. Shiptrack Map
. Depth to Salt Base Map-Emc/(3D)/
-23-
III. Acquisition, Processing and Interpretation Reports
All map and profile scales will be set appropriately for the size of the Survey.
All Maps will be available in ZMAP+(TM) format and cgm files on tape.
D. Scabeam multi-beam bathymetry data
. Bathymetry data (x, y, z) on CD or other media
. Seafloor Rendering (shaded relief)
. Processing Report
-24-
SCHEDULE II
Deliverables Formats for Data
via PGS GeoBank
--------------------------------------------------------------------------------
post-stack time data post-stacking migrated volume
--------------------------------------------------------------------------------
pre-stack time data pre-stack time migrated volume
--------------------------------------------------------------------------------
3D AVO 3D pre-stack time migrated data (full stack),
3 range limited stack volumes (near, mid and
far)
--------------------------------------------------------------------------------
pre-stack depth 3D pre-stack depth migrated volume and final
migrated data velocity model
--------------------------------------------------------------------------------
post-stack depth 3D post-stack depth migrated volume and
migrated data final velocity model
--------------------------------------------------------------------------------
-25-
