EXCLUSIVE LEASE REFERRAL AGREEMENT
This Exclusive Lease Referral Agreement (the "Agreement") is entered
into between Mitcham Industries, Inc., a Texas corporation ("Mitcham") and
Xxxxxx Company, Inc., an Oklahoma corporation ("Xxxxxx"), which parties agree
as follows:
1. INTRODUCTION. Xxxxxx designs, manufactures and markets
fully-configured Servo-hydraulic vibrator control systems and the components
thereof, including Quality Control systems and global positioning equipment.
At the present time, Xxxxxx manufactures seismic exploration equipment and
related peripheral equipment as described on SCHEDULE 1 (collectively the
"Products"). Mitcham provides full service leasing services to customers in
the oil and gas industry, including the leasing of new and used vibrator
electronics. For good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged for all purposes, Mitcham and Xxxxxx agree
to the terms set forth herein.
2. EXCLUSIVE AUTHORIZED THIRD PARTY LESSOR. During the term of this
Agreement, whenever any third party contacts Xxxxxx and inquires as to the
possibility of leasing any of the Products anywhere in the World (the
"Territory") then and upon each such inquiry, Xxxxxx shall contact Mitcham
(by telephone, fax or letter) and explain in reasonable detail the identity
of the third party and the terms, if any, that have been discussed with
regard to such Lease (as defined below) and Mitcham shall have the right to
contact such third party and negotiate the terms of the proposed Lease.
Except as set forth in Section 3 below, during the term of this Agreement,
Xxxxxx shall not recommend or suggest any competitor of Mitcham or any other
third party as a source from which any of the Products may be leased in the
Territory and Mitcham shall not recommend or suggest that third parties lease
equipment manufactured by any competitor of Xxxxxx in lieu of any of the
Products.
3. EXCEPTIONS: RIGHT TO LEASE IN CERTAIN INSTANCES. Notwithstanding
Section 2 above, if and in each instance where (i) the third party is
unwilling to enter into a lease with Mitcham, or (ii) Mitcham is unwilling or
unable to enter into a lease with the third party, then Xxxxxx shall have the
right to Lease the Products in the Territory to such third party. A third
party shall be deemed to be unwilling to enter into a Lease with Mitcham if
such third party conveys written or verbal information to an employee of
Xxxxxx who thereafter concludes in good faith that such third party is indeed
unwilling to enter into Lease with Mitcham. Mitcham shall have discretion to
accept or reject any third party referred by Xxxxxx for Leasing in its
discretion, as a result of (i) possessing an insufficient amount of the
Products for Lease to such third party, (il) perceived credit risk or any
other business-related factor, or (iii) inability to reach agreement on the
terms of such Lease. Notwithstanding the previous sentence, Mitcham shall use
its reasonable good faith efforts to service every third party referred by
Xxxxxx for Leasing. Mitcham shall be deemed to have rejected such a third
party as a result of inability to agree on the terms of a Lease if Mitcham
and the third party are not able to reach an agreement on such terms within 3
working days of such third party's first contact with Mitcham with regard to
such proposed Lease. If Xxxxxx Leases to
such third party, then Xxxxxx shall have the right to continue to lease to
such third party after the term of the initial Lease between them shall
terminate; PROVIDED, HOWEVER, that if (x) the Lease between such a third
party and Xxxxxx shall terminate, (y) the Leased Product is returned to
Xxxxxx, and (z) such third party shall later make an inquiry concerning
Leasing of the Products, Xxxxxx shall again follow the procedure set forth in
Section 2 above. Xxxxxx shall have the right to advertise their Xxxxxx
Systems and the Products as they deem appropriate.
4. PRICING AND OTHER TERMS. In no event shall either Xxxxxx or Xxxxxxx
have any right to require that either of them charge any specific price or
follow any pricing guidelines or establish or require any other specific or
general term with regard to the Leasing of any of the Products, or the
provision of any other good or service by either of them. The terms and
conditions of purchases by Mitcham of the Products hereunder shall be
governed by Xxxxxx'x standard terms and conditions, a copy of which is
attached hereto as SCHEDULE 4; PROVIDED, HOWEVER, that in the event of any
conflict between the terms of such terms and conditions and the terms hereof,
the terms of this Agreement shall prevail. Xxxxxx may update SCHEDULE 4 from
time to time after written notice to Mitcham.
5. PROVISION OF CERTAIN GOODS AND SERVICES BY XXXXXX. Xxxxxx hereby
agrees that Mitcham shall have the right to send a reasonable number of its
employees and representatives of its customers who Lease the Products from
Mitcham to such technical, training, operations and maintenance classes as
Xxxxxx provides to Xxxxxx customers who lease or purchase the Products from
Xxxxxx, at no tuition charge to Mitcham. Xxxxxx will have no responsibility
for travel, lodging, food or incidental expenses of the Mitcham attendees.
Xxxxxx hereby agrees to send to Mitcham such quantities of selling
information, marketing brochures and literature regarding the Products (other
than proprietary information) as Xxxxxx develops and as Mitcham shall
reasonably request in connection with its Leasing activities, at no charge to
Mitcham.
6. WARRANTY AND SERVICE.
6.1 Xxxxxx warrants all of the Products as per Xxxxxx'x
standard warranty terms.
6.2 The warranty period shall begin from and after the date
of installation of the Products, but only on the condition that such
installation is made within 30 days from the date such Product is received by
Mitcham.
6.3 Xxxxxx makes no warranties or representations whatsoever
with respect to any non-Xxxxxx products, however, any warranty information
from the manufacturers of the non-Xxxxxx products shall be passed on the
Mitcham.
6.4 The standard Xxxxxx warranty is given expressly and in
lieu of all other express or implied warranties, including a warranty of
merchantability or fitness and in no
2
event shall Xxxxxx be liable for consequential damages resulting from the use
of any of the Products.
6.5 In no event shall Mitcham have any authority whatsoever,
express or implied, to make warranties other than those provided for herein
without prior written permission from the Xxxxxx.
7. SCHEDULED MAINTENANCE OF LEASED EQUIPMENT; REPAIRS. Mitcham and
Xxxxxx acknowledge that third party lessees of the Products from Mitcham may
return such Leased Products directly to Xxxxxx after the termination of such
Leases. In such event, Xxxxxx shall perform its standard maintenance check of
such Products and inform Mitcham of any necessary repairs. Mitcham shall pay
$200 for each of the Products checked by Xxxxxx, as well as the cost of any
repair to such Products by Xxxxxx, and any reasonable and ordinary freight
and storage charges incurred by Xxxxxx with regard to such Products.
8. DISCOUNTS ON CERTAIN PURCHASES. Mitcham shall receive the discounts
set forth on SCHEDULE 5 attached hereto with regard to the full amount of any
Xxxxxx invoice related to any purchases by Mitcham of the Products. No
discount shall apply to maintenance work performed by Xxxxxx for Xxxxxxx or
any purchases by Mitcham of other than the Products, unless otherwise agreed
in writing. Discounts will be calculated on a per Order basis taking into
account the aggregate total purchases during each year of the Agreement. The
Agreement year begins on the anniversary of the date of this Agreement.
9. RIGHT TO USE NAME. Mitcham shall have the right during the Term of
this Agreement to (i) identify itself as the exclusive third party lessor of
the Products, and (ii) use all Xxxxxx trademarks and tradenames related to
the Products that Mitcham Leases to third parties in advertisements and sales
and promotional materials; PROVIDED, HOWEVER, that Mitcham shall obtain the
prior written approval of Xxxxxx to any such advertisements and sales and
promotional materials. No rights to manufacture are granted by this
Agreement. All such Xxxxxx trademarks and tradenames related to the Products
are and shall remain the sole and exclusive property of Xxxxxx, and Xxxxxxx
shall have no rights therein other than as specifically set forth in this
Agreement.
10. RELATIONSHIP OF THE PARTIES. Neither Mitcham nor Xxxxxx shall have
(i) any liability for Leases or sales of any of the Products by the other, or
(ii) any authority to control, act for or obligate the other in any way,
except as set forth herein. This Agreement shall not be construed as creating
an agency, partnership or joint venture between Mitcham and Xxxxxx. Neither
Mitcham nor Xxxxxx (or any of their employees or representatives) shall be
construed as an agent, consultant or employee of the other for any purpose.
Mitcham shall not have the authority to bind Xxxxxx in any respect, it being
intended that Mitcham shall act as an independent contractor and not as an
agent, with the understanding that Xxxxxx shall not be responsible for any
obligations and/or liabilities incurred by Mitcham in connection with its
business activities.
3
11. TERM OF AGREEMENT. This Agreement shall be effective beginning May
14, 1996 (the "Effective Date") and will remain in effect through December
31, 1997 (the "Term"). Thereafter, it shall continue to be effective until
terminated by either party by giving the other three months prior written
notice.
12. NO EFFECT ON RIGHT TO SELL. This Agreement shall not be construed
to have any effect on Xxxxxx'x rights to sell (as opposed to Lease) its
products and services to any party. This Agreement shall not be construed to
have any effect on Mitcham's rights to sell any products and services to any
party.
13. GENERAL.
(a) The addresses of Mitcham and Xxxxxx for purposes of giving any
notice or other communication under this Agreement are as set forth below.
Any such notice or communication shall be in writing and signed by an officer
of Mitcham or Xxxxxx, as applicable. Any such notice or communication shall
be deemed to have been given (i) immediately upon physical delivery to the
addressee and (ii) three days after such notice or communication has been
deposited in the United States mail, addressed as set forth below,
first-class postage prepaid, certified mail, return receipt requested.
Mitcham: Mitcham Industries, Inc.
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxx 00000
Attn: Xxxxx X. Xxxxxxx, Xx.
Xxxxxx: Xxxxxx Company, Inc.
0000 X. Xxxxxxx
Xxx 0000
Xxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxx X. Xxxxxxxx, Chmn. & President
Notice may be served in any other manner, including telex, telecopy,
telegram, etc., but shall be deemed delivered and effective as of the time of
actual delivery.
(b) Mitcham and Xxxxxx represent and warrant to each other that the
execution, delivery and performance of this Agreement have been authorized by
all necessary corporate action, and that this Agreement is a valid and
binding obligation of each of them, respectively. Mitcham and Xxxxxx
represent and warrant to each other that, to the best of their knowledge,
neither the execution and delivery of nor the performance of this Agreement
will conflict with or result in a breach of any (i) law or of any regulation,
order, writ, injunction, or decree of any court or government authority of
any country or state in which this Agreement is to be performed, or (ii) any
agreement to which they are a party.
4
(c) This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.
(d) This Agreement represents the entire agreement between Mitcham and
Xxxxxx with regard to the subject matter hereof, and may not be amended,
modified or terminated except by a written document signed by duly authorized
officers of Mitcham and Xxxxxx.
(e) This Agreement may not be assigned by either party hereto;
PROVIDED, HOWEVER, that Mitcham may assign its rights under this Agreement to
any subsidiary or affiliate. This Agreement shall bind and be enforceable
against the parties hereto and their respective successors and permitted
assigns.
14. COMPLIANCE WITH LAWS. Mitcham and Xxxxxx reaffirm that each shall
comply with all applicable laws and regulations of the United States and
jurisdictions in which the Products are located.
15. MITCHAM UNDERTAKINGS. Mitcham agrees:
(a) To use all reasonable best efforts to promote the Leasing
of the Products.
(b) To use all reasonable best efforts to continue to maintain
an organization commensurate with the growth of Leasing of the Products.
(c) To return to Xxxxxx on termination of this Agreement any
and all catalogs, samples, price lists, and any other data, information
and/or supplies or materials furnished by Xxxxxx which are in the
possession of Mitcham or any of its employees, agents, representatives
or bailees.
(d) Not to alter, hide nor secrete Xxxxxx'x name on any of the
Products or on any sales promotion material furnished by Xxxxxx.
16. PURCHASE ORDER ACCEPTANCE AND PAYMENT.
16.1 All sales of the Products are subject to Xxxxxx'x standard
conditions of sale, however, Xxxxxx reserves the right to, at any time,
change, alter or amend these conditions by giving prior written notice to
Mitcham.
16.2 Mitcham shall confirm with Xxxxxx all relevant delivery
information prior to the submission of a purchase order for any of the
Products.
16.3 Xxxxxx shall have the right to reject, in whole or in part,
any Purchase Order from Mitcham, to refuse in whole or in part, to consent to
any cancellation requested
5
by Mitcham, and to reject in whole or in part, any and all returns of the
Products or to refuse to grant refunds or allowances on such returns, based
upon reasonable grounds.
16.4 All sales by Xxxxxx to Xxxxxxx shall be payable in U.S.
dollars on an open 30 day account, said account period to be determined from
the date of shipment from Xxxxxx.
16.5 Xxxxxx reserves the right to modify, alter or amend any of
the payment terms contained herein in order to meet the requirements of a
specific transaction, however, any such deviation from the provisions of this
Agreement shall not be construed as a permanent modification, alteration or
amendment of the payment terms nor shall the same be used to establish a
precedent for future transactions.
17. CONFIDENTIAL INFORMATION.
Mitcham acknowledges that, as a result of this Agreement, it will become
privy to certain confidential information, regarding Xxxxxx and/or the
Products, including without limitation, Xxxxxx'x manufacturing, marketing or
other business processes, methods, machines, customer lists, and any other
information which is of a confidential nature concerning any matter relating
to the business of Xxxxxx, all of which is referred to as "confidential
information" Mitcham hereby agrees that it will not during the terms of this
Agreement, nor for a period of five years after the termination hereof,
divulge or deliver to any person, firm, corporation, business organization or
other entity, any information, documents, papers, names or other information
relating to the confidential information of Xxxxxx except to the extent as
required in Mitcham's performance of normal activities under this Agreement.
The provisions of this paragraph are mandatory, Mitcham hereby acknowledges
that the provisions of the Agreement may be specifically performed and
enforced, and Mitcham consents and agrees that it may be restrained, enjoined
or otherwise prevented from divulging any such confidential information if at
any time Xxxxxx reasonably fears that such event may occur.
18. FORCE MAJEURE. All transactions under this Agreement and all
purchase orders accepted hereunder are subject to modification or
cancellation in the event of strikes, labor disputes, lock-outs, accidents,
fires, delays in manufacturing or in transportation or delivery of materials,
floods, severe weather or other acts of God, embargoes, governmental actions,
or any other cause beyond the reasonable control of the party concerned,
whether similar to or different from the causes above enumerated; and
including any special, indirect, incidental, or consequential damages arising
from Xxxxxx'x delay in delivery or failure to deliver as a result of any such
cause. In the event of a scarcity of any of the Products for whatever cause,
Xxxxxx will make a reasonable effort to allocate its available supply on the
basis of past orders or otherwise as it sees fit, regardless of the time of
receipt or acceptance of orders or the quantity of orders on hand.
6
19. SECURITY INTERESTS. Until full payment of the purchase price for
the Products, Xxxxxx retains, and Mitcham grants to Xxxxxx, a purchase money
security interest in all of the Products sold to Mitcham on account. Mitcham
consents to actions by Xxxxxx that are appropriate to perfect Xxxxxx'x
purchase money security interest.
20. TERMINATION. Upon the occurrence of any one or more of the
following events, in addition to any other rights and remedies, Xxxxxx shall
have the right to immediately cancel and terminate this Agreement by written
notice to Mitcham upon the occurrence of one or more of the following events.
(a) Failure of Mitcham to perform or comply with any one or more of the
terms and conditions of this Agreement for 15 days after having
received written notice thereof.
(b) The discontinuance of Mitcham from functioning as a going business
for any reason whatsoever for a period of 10 consecutive business
days.
(c) The insolvency of Mitcham; or if Mitcham is adjudicated bankrupt or
insolvent; or the filing of a voluntary bankruptcy or reorganization
petition by Mitcham; or the failure of Mitcham to vacate an
involuntary bankruptcy or a reorganization petition filed against
Mitcham within 15 days of the date of such filing; or if Mitcham's
ownership or control changes. Any transfer of this Agreement by
merger, consolidation, or liquidation, or any change in the ownership
of, or the power to vote, the majority of Mitcham's outstanding voting
equity, shall constitute assignment by change in ownership.
Notwithstanding any other provision of this paragraph 21(c), no
acquisition or disposition of Mitcham capital stock shall be
considered a change in ownership or control of Mitcham for purposes
hereof so long as (i) Xxxxx X. Xxxxxxx, Xx. ("BM, Jr.") retains
ownership of at least 5% of Mitcham's outstanding capital stock on
a fully-diluted basis, (ii) BM, Jr. retains voting control of at least
15% of Mitcham's outstanding capital stock on a fully-diluted basis,
(iii) no competitor of Xxxxxx owns, directly or indirectly, whether
issued or rights to acquire, more than five percent of Mitcham's
outstanding capital stock on a fully-diluted basis.
(d) Default by Mitcham in the payment of any obligations to Xxxxxx,
after Mitcham has been advised in writing that payment is due.
(e) Assignment, or attempts to assign, by Mitcham of the rights under this
Agreement.
21. WAIVER. The failure of a party to insist upon strict performance of
any provision of this Agreement shall not constitute a waiver of, or estoppel
against asserting,
7
the right to require performance in the future. A waiver or estoppel in any
one instance shall not constitute a waiver or estoppel with respect to a
later breach.
22. SEVERABILITY. If any of the terms and conditions of this Agreement
are held by any court of competent jurisdiction to contravene, or to be
invalid under, the laws of any political body having jurisdiction over the
subject matter hereof, such contravention or invalidity shall not invalidate
the entire Agreement. Instead, this Agreement shall be construed by
reforming the particular offending provision or provisions held to be invalid
so that it or they are valid and enforceable while remaining as faithful as
possible to the original intent of the provision or provisions, the rights
and obligations of the parties shall be construed and enforced accordingly,
and this Agreement shall remain in full force and effect.
23. CONSTRUCTION. The headings in this Agreement are inserted for
convenience and identification only and are not intended to describe,
interpret, define, or limit the scope, extent, or intent of this Agreement or
any other provision hereof. Whenever the context requires, the gender of all
words used in this Agreement shall include the masculine, feminine, and
neuter, and the number of all words shall include the singular and the plural.
24. COUNTERPART EXECUTION. This Agreement may be executed in any number of
counterparts with the same effect as if all the parties had signed the same
document. All counterparts shall be construed together and shall constitute
one and the same instrument.
25. CUMULATIVE RIGHTS. The rights and remedies provided by this
Agreement are cumulative, and the use of any right or remedy by any party
shall not preclude or waive its right to use any or all other remedies. These
rights and remedies are given in addition to any other rights a party may
have by law, statute, in equity or otherwise.
26. RELIANCE. All factual recitals, covenants, agreements,
representations and warranties made herein shall be deemed to have been
relied on by the parties in entering into this Agreement.
27. NO THIRD PARTY BENEFICIARY. Any agreement herein contained, express
or implied, shall be only for the benefit of the undersigned parties and
their permitted successors and assigns, and such agreements and assumption
shall not inure to the benefit of the obligees of any other party, whomsoever,
it being the intention of the undersigned that no one shall be deemed to be a
third party beneficiary of this Agreement.
28. DRAFTING PARTY. This Agreement expresses the mutual intent of the
parties to this Agreement. Accordingly, regardless of the preparing party,
the rule of construction against the drafting party shall have no application
to this Agreement.
29. TIME IS OF THE ESSENCE. Time is of the essence with respect to all
provisions of this Agreement.
8
30. INCORPORATION OF SCHEDULES. All schedules attached to this Agreement
are incorporated into this Agreement as fully as if stated within the body of
this Agreement.
31. LITIGATION EXPENSES. If there is any litigation between the parties
concerning this Agreement, any of the rights, privileges, or obligations of
either party under this Agreement, or the relationship between Xxxxxx and
Xxxxxxx, the prevailing party in such litigation will be entitled to recover
its attorneys' fees and costs.
Executed May 14, 1996.
XXXXXX:
XXXXXX COMPANY, INC.
By: /s/ X.X. Xxxxxxxx
------------------------------------
X.X. Xxxxxxxx, President
---------------------------------------
(Name Printed) (Title)
MITCHAM:
MITCHAM INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Xxxxx X. Xxxxxxx, Xx., President
9
SCHEDULE 1
Date: 05/14/96
Xxx.Xx. 3857 Page 1 of 4
XXXXXX COMPANY, INC. PRICE LIST
--------------------------------------------------------------------------------
Unit Extended
Item Qty. Stock Number Description Price Price
--------------------------------------------------------------------------------
* VERSION 5.1 EQUIPMENT *
1 1 FSVCE-5.1 ADVII VIB CONTROL ELEC. SYS.-5.1 35515.00 35515.00
Consisting of:
(1) ADVII ESG/VIB MANUAL-5.1 - $75.00 each
(2) ADVII ACCELEROMETER ASSEMBLY-5 - $1,365.00 each
(1) VIB LIFT ASSEMBLY (TYPICAL) - $900.00 each
(1) ADVII VIB. CONT. ELEC. UNIT-5.1 - $29,725.00 each
(1) VCE CONNECTOR PANEL ASSEMBLY-5.1 - $725.00 each
(1) ADV 2 RADIO CABLE - $100.00 each
(9) EXTERNAL CABLE (VERIFY LENGTH) - $120.00 each
(1) ADVII RADIO INTERCONNECT W/CABLE - $180.00 each
2 1 YR3RDPRTY THIRD PARTY ROYALTY FEES 665.00 665.00
3 1 FFBOX FUSE BOX COMPLETE 54.00 54.00
4 1 FGRADIO VHF FM RADIO WITH HARDWARE 800.00 800.00
5 1 FSESG-5.1 ADVII ESG SYSTEM-5.1 22583.00 22583.00
Consisting of:
(1) ADVII ESG/VIB MANUAL-5.1 - $75.00 each
(1) ADVII ESG UNIT-5.1 - $21,778.00 each
(1) ADVII ESG-REC SYSTEM CABLE-5 - $550.00 each
(1) ADVII RADIO INTERCONNECT W/CABLE - $180.00 each
6 1 FSESGCCS ESG COMPUTER COMMUNICATION SYS. 5936.00 5936.00
Consisting of:
(2) COMPUTER COMM. SYSTEM MANUAL - $70.00 each
(1) CIS DISK SET - $50.00 each
(1) COMPUTER COMMUNICATION MODULE - $5,652.00 each
(1) 9 PIN TYPE D TO E.S.G. CABLE - $94.00 each
7 1 YURTI ADVII RECORDING TRK I/F UPGRADE 2530.00 2530.00
* VERSION 5.1 SPARES *
8 1 FGCS-5.1 ADVII COMPONENT SPARES 5.1 4390.00 4390.00
9 1 FOEIC-4 ENCODE INTERFACE MODULE V4 2445.00 2445.00
* MINI-CONTROLLER PLUS EQUIPMENT *
10 1 FSMCP MINI CONTROLLER PLUS SYSTEM 31528.00 31528.00
Consisting of:
(1) MINI CONTROLLER PLUS/ESG MANUAL - $75.00 each
(2) ADVII ACCELEROMETER ASSEMBLY-5 - $1,365.00 each
(1) VIB LIFT ASSEMBLY (TYPICAL) - $900.00 each
(1) MINI CONTROLLER PLUS UNIT - $25,738.00 each
(1) VCE CONNECTOR PANEL ASSEMBLY-5.1 - $725.00 each
(1) ADV 2 RADIO CABLE - $100.00 each
(9) EXTERNAL CABLE (VERIFY LENGTH) - $120.00 each
(1) ADVII RADIO INTERCONNECT W/CABLE - $180.00 each
11 1 FFBOX FUSE BOX COMPLETE 54.00 54.00
12 1 FGRADIO VHF FM RADIO WITH HARDWARE 800.00 800.00
SCHEDULE 1
Xxx.Xx. 3857 Page 2 of 4
--------------------------------------------------------------------------------
Unit Extended
Item Qty. Stock Number Description Price Price
--------------------------------------------------------------------------------
13 1 FSESG-6 ADVII ESG SYSTEM-6 25851.00 25851.00
Consisting of:
(1) ADVII ESG/VIB MANUAL-6 - $75.00 each
(1) ADVII ESG UNIT-6 - $19,110.00 each
(1) ESG COMPUTER COMMUNICATION SYS. - $5,936.00 each
(1) ADVII ESG-REC SYSTEM CABLE-5 - $550.00 each
(1) ADVII RADIO INTERCONNECT W/CABLE - $180.00 each
* MINI-CONTROLLER PLUS SPARES *
14 1 FGMCPCS MINI PLUS COMPONENT SPARES 4811.00 4811.00
15 1 FOEIC-4 ENCODE INTERFACE MODULE V4 2445.00 2445.00
16 1 FCCPC-5 CONTROL PANEL CARD VERSION 5 825.00 825.00
17 1 FCPSC-5 POWER SUPPLY CARD-5 829.00 829.00
18 1 FOFC-6 FILTER MODULE-6 1097.00 1097.00
* VERSION 6 EQUIPMENT *
19 1 FSVCE-6 ADVII VIB CONTROL ELEC. SYSTEM-6 35579.00 35579.00
Consisting of:
(1) ADVII ESG/VIB MANUAL-6 - $75.00 each
(2) ADVII ACCELEROMETER ASSEMBLY-5 - $1,365.00 each
(1) VIB LIFT ASSEMBLY (TYPICAL) - $900.00 each
(1) ADVII VIB. CONT. ELEC. UNIT-6 - $29,789.00 each
(1) VCE CONNECTOR PANEL ASSEMBLY-5.1 - $725.00 each
(1) ADV 2 RADIO CABLE - $100.00 each
(9) EXTERNAL CABLE (VERIFY LENGTH) - $120.00 each
(1) ADVII RADIO INTERCONNECT W/CABLE - $180.00 each
20 1 FFBOX FUSE BOX COMPLETE 54.00 54.00
21 1 FGRADIO VHF FM RADIO WITH HARDWARE 800.00 800.00
22 1 FSESG-6 ADVII ESG SYSTEM-6 25851.00 25851.00
Consisting of:
(1) ADVII ESG/VIB MANUAL-6 - $75.00 each
(1) ADVII ESG UNIT-6 - $19,110.00 each
(1) ESG COMPUTER COMMUNICATION SYS. - $5,936.00 each
(1) ADVII ESG-REC SYSTEM CABLE-5 - $550.00 each
(1) ADVII RADIO INTERCONNECT W/CABLE - $180.00 each
23 1 FSRTI ADVII RECORDING TRUCK I/F SYSTEM 2471.00 2471.00
* VERSION 6 SPARES *
24 1 FGCS-6 ADVII COMPONENT SPARES-6 4743.00 4743.00
25 1 FOEIC-4 ENCODE INTERFACE MODULE V4 2445.00 2445.00
* TEST EQUIPMENT *
26 1 FSA2TEST ADV.II VIB. ELEC. T.P. SYSTEM 379.00 379.00
27 1 FSVS2-5 VS2 ADVII SYSTEM-5 5523.00 5523.00
SCHEDULE 1
Xxx.Xx. 3857 Page 3 of 4
--------------------------------------------------------------------------------
Unit Extended
Item Qty. Stock Number Description Price Price
--------------------------------------------------------------------------------
28 1 FSVCAC COLOR VIB COMPUTER ANALYSIS SYS 22536.00 22536.00
Consisting of:
(2) COMPUTER COMM. SYSTEM MANUAL - $70.00 each
(1) COLOR 486DX NOTEBOOK COMPUTER - $5,438.00 each
(1) NOTEBOOK ANALOG INTERFACE UNIT - $677.00 each
(1) CIS DISK SET - $50.00 each
(1) COMPACT VCA CASE - $200.00 each
(3) FORCE METER ACC W/MAGNET & CABLE - $800.00 each
(1) NOTEBOOK VIBRA*SIG OPTION - $4,624.00 each
(1) NOTEBOOK VCA UNIT - $6,404.00 each
(1) PRINTER AND ACCESSORIES - $1,132.00 each
(1) NOTEBOOK VCA CABLE SET - $1,471.00 each
* DISTRIBUTED SIMILARITY SYSTEM *
29 1 FSDS DISTRIBUTED SIMILARITY SYSTEM 961.00 961.00
(1 REQUIRED PER VIBRATOR)
30 1 WAIIML-V ADVII MEMORY LOAD CABLE-VCE 165.00 165.00
(1 REQUIRED PER VIBRATOR)
31 1 WAIIML-E ADVII MEMORY LOAD CABLE-ESG 155.00 165.00
(1 REQUIRED PER CREW)
* XXXXXX GPS EQUIPMENT *
THE GPS SYSTEM ON THIS PRICE LIST IS ACCURATE WITHIN
5 TO 10 METERS. A SUB-METER ACCURACY SYSTEM CAN
BE ASSEMBLED BY MAKING THE SUBSTITUTIONS LISTED
AS OPTIONS DIRECTLY BENEATH THE GPS REFERENCE
STATION SYSTEM AND THE VIBRATOR GPS SYSTEM.
32 1 FSESGGPS ESG GPS SYSTEM 8217.00 8217.00
(ONE REQUIRED PER CREW) Consisting of:
(1) GPS DOCUMENTATION - $35.00 each
(1) GPS COMPUTER - $5,438.00 each
(1) GPS SOFTWARE PACKAGE - $2,450.00 each
(1) DUAL 9D CABLE - $294.00 each
33 1 FSREFGPS GPS REFERENCE STATION SYSTEM 7192.00 7192.00
(ONE REQUIRED PER CREW) Consisting of:
(1) REFERENCE STATION GPS - $4,194.00 each
(1) GPS VIB/REF PLATE ASSEMBLY - $333.00 each
(1) XXXXXX RADIO MODEM - $1,454.00 each
(1) VHF FM RADIO WITH HARDWARE - $800.00 each
(1) GPS REFERENCE STATION CABLE SET - $99.00 each
(1) GPS SYSTEM INTEGRATION - $312.00 each
* SUB-METER REFERENCE STATION OPTION *
Substitute one of the following reference
stations for the Reference Station GPS
listed in the system above:
(1) XXXXXX SUB-METER GPS REFERENCE STATION - $9,750.00 each
(1) TRIMBLE 4000RS REFERENCE SURVEYOR - $22,290.00 each
SCHEDULE 1
Xxx.Xx. 3857 Page 4 of 4
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Unit Extended
Item Qty. Stock Number Description Price Price
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34 2 FSVIBGPS VIBRATOR GPS SYSTEM 7197.00 14394.00
(ONE REQUIRED PER VIBRATOR REPORTING IT'S POSITION)
Consisting of:
(2) SVEESIX GPS RECEIVER - $1,384.00 each
(2) GPS VIB/REF PLATE ASSEMBLY - $333.00 each
(2) XXXXXX RADIO MODEM - $1,454.00 each
(2) VHF FM RADIO WITH HARDWARE - $800.00 each
(2) GPS VIBRATOR INTERFACE MODULE - $2,618.00 each
(2) VIBRATOR GPS CABLE SET - $296.00 each
(2) GPS SYSTEM INTEGRATION - $312.00 each
* SUB-METER ACCURACY RECEIVER OPTION *
Substitute one of the following receivers for
the Sveesix GPS Receiver listed in the system above:
(2) XXXXXX SUBMETER GPS RECEIVER - $7,385.00 each
(2) TRIMBLE 4000DS DIFFERENTIAL SURVEYOR - $17,945.00 each
35 1 WGPSTCS GPS TEST CABLE SET 229.00 229.00
* GPS SUPPORT VEHICLE SYSTEM *
36 1 FSREMGPS REMOTE GPS MONITORING SYSTEM 4207.00 4207.00
(ONE REQUIRED PER CREW)
Consisting of:
(1) GPS DOCUMENTATION - $35.00 each
(1) GPS SOFTWARE PACKAGE - $2,450.00 each
(1) SUPPORT VEHICLE GPS MODULE - $1,539.00 each
(1) REMOTE GPS MONITORING CABLE SET - $183.00 each
37 1 FSSVGPS SUPPORT VEHICLE GPS SYSTEM 3318.00 3318.00
(ONE REQUIRED PER SUPPORT VEHICLE TO BE TRACKED)
Consisting of:
(1) SVEESIX GPS RECEIVER - $1,384.00 each
(1) SUPPORT VEHICLE GPS MODULE - $1,539.00 each
(1) SUPPORT VEHICLE GPS MNTNG ASSLY - $234.00 each
(1) RADIO CABLE - $71.00 each
(1) SUPPORT VEHICLE GPS-SV6 CABLE - $90.00 each
SCHEDULE 4
XXXXXX COMPANY
WARRANTY POLICY STATEMENT
1. During the first one (1) year after delivery of the Equipment to Buyer,
should any part of the Equipment fail to properly operate due to faulty
workmanship or materials, the defective unit or part will be replaced or
repaired at no cost to Buyer, other than as described in paragraph 2 below.
The determination of faulty workmanship or materials shall be at the sole
discretion of Seller.
2. Buyer shall bear all responsibility and cost of transportation of the
Equipment, or any faulty unit or part thereof, to and from Seller's plant
at Ponca City, Oklahoma for all warranty repairs or replacements.
3. Failure of the Equipment or a portion thereof to perform to the
satisfaction of Buyer, or as warranted herein, shall not be sufficient
cause for the termination of the Contract by Buyer.
4. Should Seller determine that any failure of the Equipment or any portion
thereof to properly perform is due to or caused by any modifications to
the Equipment made by Buyer or others, or from external circumstances not
related to faulty workmanship or materials, or shall have occurred during
a period of time subsequent to the term of this Limited Warranty, such
failure shall not be warranted hereunder and all repairs or replacements
performed will be charged at Seller's Current Repair Rate Schedule.
5. Software updates, if any, will be supplied to Buyer at no charge during
the warranty period.
SCHEDULE 5
DISCOUNT SCHEDULE
XXXXXX CO., INC. PRODUCTS
Discount Percentage
-------------------
$0 to $.5M 10%
More than $.5M to $.75M 11%
More than $.75M to $1.0M 12%
More than $1.0M to $1.25M 13%
More than $1.23M to $1.5M 14%
More than $1.5M to $1.75M 15%
CORPORATE ACCESS NUMBER
20710182
ALBERTA
GOVERNMENT OF ALBERTA
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
INCORPORATION
MITCHAM CANADA LTD.
WAS INCORPORATED IN ALBERTA ON SEPTEMBER 20, 1996
[SEAL] (Illegible)
---------------------------------------
Registrar of Corporations
CONSUMER AND CORPORATE
AFFAIRS
ALBERTA BUSINESS
CORPORATIONS ACT
Form 1
ARTICLES OF INCORPORATION
(Section 6)
------------------------------------------------------------------------------
1. Name of Corporation
------------------------------------------------------------------------------
MITCHAM CANADA LTD.
------------------------------------------------------------------------------
2. The classes and any maximum number of shares that the corporation is
authorized to issue.
UNLIMITED NUMBER OF COMMON SHARES
------------------------------------------------------------------------------
3. Restrictions, if any, on share transfers.
Subject to the provisions of the Business Corporations Act, Statutes of
Alberta, 1981, Chapter B-15, as amended from time to time, (the "Act") no
share of the Corporation shall be transferred by any shareholder (which,
for the purposes of these Articles, includes any executor or administrator
of a deceased shareholder or the liquidator of a shareholder which is a
corporation) without the prior consent of the Directors of the Corporation
expressed by resolution.
------------------------------------------------------------------------------
4. Number (or minimum and maximum number) of directors.
Minimum of One (1), maximum of Ten (10)
------------------------------------------------------------------------------
5. Restrictions, if any, on business the corporation may carry on.
No Restrictions
------------------------------------------------------------------------------
6. Other provisions, if any.
THE ATTACHED SCHEDULE "A" IS INCORPORATED INTO AND FORMS PART HEREOF.
------------------------------------------------------------------------------
7. Incorporators Date: September 18, 1996
Names Addresses Signature
------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxxx 0 Xxxxx Xxxxx Xxxxx X.X. XXXXXXX X. XXXXXXXX
Xxxxxxx, Xxxxxxx, X0X 0X0
SCHEDULE "A"
ARTICLES OF INCORPORATION
OF
MITCHAM CANADA LTD.
ITEM 6. OTHER PROVISIONS
1. The number of shareholders for the time being of the Corporation
(exclusive of persons who are in the employment of the Corporation or that of
an affiliate, and persons who, having been formerly in the employment of the
Corporation or that of an affiliate, were, while in that employment,
shareholders of the Corporation and have continued to be shareholders of the
Corporation after termination of that employment) shall not exceed 50, but
where 2 or more persons hold 1 or more shares of the Corporation jointly,
they shall, for the purpose of this Section, be treated as a single
shareholder.
2. Any invitation to the public to subscribe for securities of the Corporation
is prohibited.
ALBERTA BUSINESS
CORPORATION ACT
Form 3
NOTICE OF ADDRESS OR
NOTICE OF CHANGE OF ADDRESS
(Section 19)
------------------------------------------------------------------------------
1. Name of Corporation. 2. Corporate Access Number
MITCHAM CANADA LTD. 20710182
------------------------------------------------------------------------------
3. Address of the registered office.
XXXXXX & XXXXXXXX
#0000 000 - 0XX XXXXXX X.X.
XXXXXXX, XXXXXXX
X0X 0X0
------------------------------------------------------------------------------
4. Records Address
c/o XXXXXX XXXXXXX
00 XXXXX XXXXXX XXXX
XXXXX 0000
XXXXXXX, XXXXXXX
X0X 0X0
------------------------------------------------------------------------------
5. Address for service by mail, if different from Item 3
N/A
------------------------------------------------------------------------------
Date Signature Description of Office
September 18, 1996 XXXXXX X. XXXX Solicitor/Agent
--------------
XXXXXX X. XXXX
------------------------------------------------------------------------------
CONSUMER AND CORPORATE AFFAIRS
ALBERTA BUSINESS CORPORATIONS ACT
Form 6
NOTICE OF DIRECTORS
OR NOTICE OF CHANGE OF DIRECTORS
------------------------------------------------------------------------------
1. Name of Corporation.
MITCHAM CANADA LTD.
------------------------------------------------------------------------------
2. Corporation No.
20710182
------------------------------------------------------------------------------
3. On the ____ day of __________, 1996 the following person(s) became
director(s) of the corporation:
Name Mailing Address Resident, Canadian
---- --------------- ------------------
------------------------------------------------------------------------------
4. On the ____ day of __________, 1996 the following person(s) ceased to be
director(s) of this corporation:
Name Residential Address
---- -------------------
------------------------------------------------------------------------------
5. As of this date, the director(s) of the corporation is (are):
Name Mailing Address Resident Canadian
---- --------------- -----------------
Xxxxxxx X. Xxxxxxxx 0 Xxxxx Xxxxx Xxxxx X.X.
Xxxxxxxx, Xxxxxxx, X0X 0X0 Yes
------------------------------------------------------------------------------
6. Are at least half of the Members of the Board of Directors Resident
Canadians? YES
------------------------------------------------------------------------------
7. Date Signature Title
September 18, 1996 XXXXXX X. XXXX Solicitor/Agent
--------------
XXXXXX X. XXXX
------------------------------------------------------------------------------
FOR DEPARTMENTAL USE ONLY FILED
