EXHIBIT 10.19(E)
DAEWOO CORPORATION & DAEWOO HEAVY INDUSTRIES LTD
AND
PETRODRILL SIX LTD.
MAIN CONTRACT AMENDMENT AGREEMENT II
HULL 3016
This Agreement made and entered into this 28th day of January, 1999 by and
between:
1 Daewoo Corporation & Daewoo Heavy Industries Ltd., both corporations
organised and existing under the laws of Republic of Korea and having their
principal offices at 000, Xxxxxxxxx-Xx 0-Xx, Xxxxx-Xx, Xxxxx, Xxxxx
(hereinafter jointly and severally referred to as "BUILDER"); and
2 Petrodrill Six Limited, a corporation organised under the laws of the
British Virgin Islands having its principle office at 000 Xxxxxxxxxx Xxxxx,
Xxxx Xxxxx Xxxxxxxx, 0xx Xxxxx Wickhams Cay 1, PO Box 985, Road Town,
Tortola, British Virgin Islands. ("PURCHASER").
WHEREAS,
(1) Builder and Purchaser are parties to a contract dated 9 April 1998 for the
construction and sale of a dynamic positioned semi-submersible drilling
vessel Hull No. 3016 (the "MAIN CONTRACT").
(2) Builder and Purchaser are parties to the Main Contract Amendment Agreement
dated 17 December 1998.
(3) Builder and Purchaser wish to amend the payment terms set out in the Main
Contract in accordance with the terms and conditions set out in this
Agreement.
(4) The Export-Import Bank of Korea ("KEXIM") has by a Refund Guarantee dated
16 April 1998 (the "REFUND GUARANTEE") guaranteed certain repayment
obligations of the Builder to the Purchaser under the Main Contract.
(5) The parties have agreed that this Agreement and the things contemplated by
it are in all respects subject to and conditional upon KEXIM issuing a
letter of amendment to the Refund Guarantee in the form required by this
Agreement.
(6) The parties wish to record the terms of their agreements on the terms and
conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained, it is
agreed as follows:
1 CONDITION PRECEDENT
This Agreement is in all respects subject to and conditional upon the
Builder obtaining from KEXIM and delivering to the Purchaser a letter of
amendment to the Refund Guarantee in the form attached as Appendix A duly
executed on behalf of KEXIM.
2 MAIN CONTRACT AMENDMENT
2.1 Clause 4.1 of the Main Contract is amended as follows:
"4.1 The Purchaser shall pay the Construction Price to the Builder in five
instalments as follows, the pre-delivery instalments being paid as advances
and not as deposits:
FIRST INSTALMENT:
Ten percent (10%) of the Construction Price, being $8,500,000 shall be paid
within three Banking Days of the Effective Date.
SECOND INSTALMENT:
Thirty percent (30%) of the Construction Price, being $25,500,000, shall be
paid within three Banking Days from receipt by the Purchaser of a telefax
notice from the Builder attaching a Stage Certificate in the form of the
draft attached as Appendix V, countersigned by an Authorized Representative
(or, in default thereof, the Classification Surveyor), certifying that it
is 6 months after the Effective Date of the contract has taken place.
THIRD INSTALMENT:
Twenty percent (20%) of the Construction Price, being $17,000,000 shall be
paid within three Banking Days of receipt by the Purchaser of a telefax
notice from the Builder attaching a Stage Certificate in the form of the
draft attached as Appendix V,
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countersigned by an Authorised Representative (or, in default thereof, the
Classification Surveyor), certifying that Keel laying has taken place.
FOURTH INSTALMENT:
Twenty percent (20%) of the Construction Price, being $17,000,000 shall be
paid within three Banking Days of receipt by the Purchaser of a telefax
notice from the Builder attaching a Stage Certificate in the form of the
draft attached as Appendix V, countersigned by an Authorised Representative
(or, in default thereof, the Classification Surveyor), certifying that
launch [float out] laying has taken place.
FIFTH INSTALMENT:
Twenty percent (20% of the Construction Price, together with any increase
or any decrease of the Construction Price arising from the Provisions of
Clauses 7 and 16 below, shall be paid upon Delivery."
2.2 A new provision is inserted as Clause 4.1A of the Main Contract as follows:
"4.1A The Purchaser shall pay the difference between the Construction Price
and the Provisional Contract Price (the "LISTED ITEMS PRICE") to the
Builder in nine instalments as follows, the pre-delivery instalments being
paid as advances and not as deposits:
FIRST INSTALMENT:
Ten percent (10%) of the Listed Items Price, being $5,100,000, shall be
paid on or before 9th June 1998.
SECOND INSTALMENT:
Fifteen percent (15%) of the Listed Items Price, being
$7,650,000 shall be paid on or before 26th February 1999.
THIRD INSTALMENT:
Five percent (5%) of the Listed Items Price, being
$2,550,000, shall be paid on or before 30 March 1999.
FOURTH INSTALMENT:
Ten percent (10%) of the Listed Items Price, being
$5,100,000 shall be paid on or before 30 May 1999.
FIFTH INSTALMENT:
Fifteen percent (15%) of the Listed Items Price, being
$7,650,000, shall be paid on or before 30 July 1999.
SIXTH INSTALMENT:
Ten percent (10%) of the Listed Items Price, being
$5,100,000, shall be paid on or before 30 September 1999.
SEVENTH INSTALMENT:
Ten percent (10%) of the Listed Items Price, being
$5,100,000, shall be paid on or before 30 November 1999.
EIGHTH INSTALMENT:
Ten percent (10%) of the Listed Items Price, being
$5,100,000, shall be paid on or before 30 January 2000.
NINTH INSTALMENT:
Ten percent (10%) of the Listed Items Price, being
$5,100,000, shall be paid on or before 30th March 2000.
TENTH INSTALMENT:
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Five percent (5%) of the Listed Items Price, being
$2,550,000 together with (or minus) any anticipated
excess (or shortfall) of the Listed Items Price over (or
under) the provisional Listed Items Price, shall be paid
on or before 30 May 2000."
23. Clause 5.7 of the Main Contract is amended as follows:
5.7 Unless the Purchaser shall otherwise agree the Builder shall supply
those items of Materials set out in Appendix IIA (the Listed Items) from
suppliers and subcontractors nominated by the Purchaser. The Purchaser, as
agent for and on behalf of the Builder, shall negotiate terms and expedite
equipment with each of the Nominated Subcontractors in order to supply the
Listed Items set out in Appendix IIA. It is however, expressly agreed that
the Purchaser shall contract and expedite with each of the suppliers of the
Listed Items as agent for and on behalf of the Builder and the ownership in
such Listed Items shall vest with the Builder.
2.4 Clause 5.8 of the Main Contract is amended as follows:
"5.8 The price for the Listed Items, including delivery to the Builder's
yard, negotiated by the Purchaser, on behalf of the Builder, with the
Nominated Subcontractors shall be included in the contract price based on
the overall budget as set out in Clause 3.1 (b). In the event of any
variations in the actual price then the Listed Items Price shall be
increased or decreased by an amount equal to the amount of such variations.
Any such variations shall be payable by the Purchaser by means of an
adjustment of the final instalments of the Construction Price."
2.5 Clause 5.9 of the Main Contract is amended as follows:
5.9 Furthermore, in the event that delivery to the Builder of any Listed
Item is delayed beyond the Target Delivery Date for the same set out in
Appendix IIA, the Builder shall be entitled to a postponement of the
Contractual Delivery Date for a period as it shall demonstrate, by
reference to the "critical path" that the Vessel's construction and
completion has actually been delayed. Delays in delivery of more than one
Listed Item occurring simultaneously, shall have given rise only to
concurrent (rather than consecutive) extensions. Any verified and
documented delays caused, or contributed to, by the Builder taking more
than 14 days, after receipt, to pay approved Nominated Subcontractors
invoices that have been submitted by the Purchaser in the agreed format
will become cause for an adjustment in the delivery date of the Listed
Items as detailed in Appendix IIA. Such adjustment shall reflect the
ultimate delay in the arrival of the Listed Item at the Builders yard.
3. MISCELLANEOUS
3.1 Any capitalised terms in this Agreement not defined in this Agreement shall
have the same meaning as defined in the Main Contract.
3.2 This Agreement shall become effective as soon as executed by all parties
subject to Clause 1 of this Agreement.
3.3 This Agreement is supplemental to the Main Contract and the Main Contract
Amendment Agreement. Except as expressly amended as set out herein the Main
Contract and the Main Contract Amendment Agreement remain in full force and
effect.
3.4 The construction, validity and performance of this Agreement shall be
governed by English law.
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3.5 This Agreement may be signed in any number of counterparts all of which
when taken together will constitute one and the same document.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed the day and year first above written.
For and on behalf of For and on behalf of
DAEWOO CORPORATION PETRODRILL SIX Limited.
/s/ K. S. SHIM /s/ X. XXXXX
Name: K. S. Shim Name: X. Xxxxx
Title: Attorney in Fact Title: Attorney in Fact
Attested by Attested by
For and on behalf of
DAEWOO HEAVY INDUSTRIES LTD.
/s/ K. S. SHIM
Name: K. S. Shim
Title: Managing Director
Attested by
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