Exhibit 10.3
MASTER OPTION AGREEMENT
BY AND AMONG
XXXXXX OFFSHORE LLC,
KEPPEL FELS LIMITED AND AMFELS, INC.
DATED AS OF
APRIL 6, 2000
TABLE OF CONTENTS
PAGE
Article I. FIRST RIG OPTION......................................................................2
1.1 Grant of Option.......................................................................2
1.2 Exercise of First Rig Option..........................................................2
1.3 Condition.............................................................................2
1.4 Contract Price........................................................................2
1.5 Specifications and Extra Leg Option...................................................2
1.6 Cooperation...........................................................................2
1.7 Rig Delivery..........................................................................2
Article II. SECOND OPTION.........................................................................3
2.1 Grant of Option.......................................................................3
2.2 Exercise of Second Option.............................................................3
2.3 Conditions............................................................................3
2.4 Contract Price........................................................................3
2.5 Rig Delivery..........................................................................5
2.6 Specifications and Extra Leg Option...................................................5
2.7 Third Party Financing.................................................................5
Article III. THIRD RIG OPTION......................................................................5
3.1 Grant of Option.......................................................................5
3.2 Exercise of Third Rig Option..........................................................5
3.3 Condition.............................................................................6
3.4 Contract Price........................................................................6
3.5 Rig Delivery..........................................................................6
3.6 Specifications and Extra Leg Option...................................................6
Article IV. CONFIDENTIALITY.......................................................................6
4.1 Confidentiality.......................................................................6
Article V. EXCLUSIVITY...........................................................................6
Article VI. MISCELLANEOUS.........................................................................7
6.1 Submission to Jurisdiction; Consent to Service of Process.............................7
6.2 Entire Agreement; Amendments and Waivers..............................................7
6.3 Governing Law.........................................................................7
6.4 Counterparts..........................................................................8
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6.5 Table of Contents and Headings........................................................8
6.6 Notices...............................................................................8
6.7 Severability..........................................................................9
6.8 Binding Effect; Assignment............................................................9
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MASTER OPTION AGREEMENT
BY AND AMONG
XXXXXX OFFSHORE LLC,
KEPPEL FELS LIMITED AND AMFELS, INC.
This Master Option Agreement (this "AGREEMENT"), dated as of
April 6, 2000, by and among Xxxxxx Offshore LLC, a Delaware limited liability
company ("XXXXXX"), Keppel FELS Limited, a corporation organized under the laws
of the Republic of Singapore ("KEPPEL") and AMFELS, Inc. a Texas corporation
("AMFELS" and, together with Keppel, the "RIG BUILDERS").
W I T N E S S E T H
WHEREAS, concurrently with the execution of this Agreement,
Xxxxxx, and Xxxxxx have entered into a Platform Construction Contract, (the
"CONSTRUCTION AGREEMENT") the terms and conditions of which provide for the
construction of one FELS Mod V "B" modified jackup drilling rig pursuant to the
contract rig specifications contained therein (the "RIG");
WHEREAS, prior to execution of the Construction Agreement,
existing and new members of Xxxxxx have made commitments to invest in the equity
of Xxxxxx in an aggregate minimum amount of US$25.0 million; and
WHEREAS, prior to execution of the Construction Agreement,
Xxxxxx entered into a commitment letter with an international lender committing
to a loan amount of up to US$82.0 million with an 18-month repayment extension
right exercisable at Xxxxxx' option;
WHEREAS, the Construction Agreement provides for the
occurrence of an Effective Date as defined therein (the "EFFECTIVE DATE");
WHEREAS, on the terms and subject to the conditions
hereinafter set forth and in order to induce Xxxxxx to enter into the
Construction Agreement, Xxxxxx, Keppel and AMFELS desire to enter into an
agreement, pursuant to which Xxxxxx shall have the right to require either
Keppel or AMFELS to enter into agreements for construction of additional FELS
Mod V "B" modified jackup drilling rigs as provided herein (together, the
"OPTION RIGS") on such terms and conditions as are set forth herein;
WHEREAS, the parties hereto contemplate that the rights of
Xxxxxx hereunder will be exercised by Chiles or an affiliate of Xxxxxx that will
own the Rigs described herein; and
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the parties hereto agree
as follows:
ARTICLE I.
FIRST OPTION
1.1 GRANT OF OPTION. On the terms and subject to the conditions herein
set forth, AMFELS hereby grants to Xxxxxx an irrevocable option (the "FIRST RIG
OPTION"), to require AMFELS to enter into a platform construction agreement (the
"FIRST RIG CONSTRUCTION AGREEMENT") for construction of an additional drilling
rig (the "FIRST Rig") in the form attached as Exhibit 1 hereto, with such
modifications thereto as provided herein and as may be required pursuant to
requirements of the United States Maritime Administration ("MARAD"). It is
agreed that Chiles shall seek financing from MARAD unless otherwise agreed by
AMFELS. The First Rig Construction Agreement shall be dated as of the date of
the First Rig Option Notice. Xxxxxx and AMFELS shall each execute and deliver
the First Rig Construction Agreement no later than the date that is seven (7)
days after the date of the First Rig Option Notice. If Xxxxxx fails to execute
the First Rig Construction Agreement as aforesaid, the First Rig Option shall
thereafter lapse.
1.2 EXERCISE OF FIRST RIG OPTION. The First Rig Option may only be
exercised by delivery to AMFELS by Xxxxxx of written notice of exercise of the
First Rig Option (the "FIRST RIG OPTION NOTICE") not later than the date that is
180 days after the Effective Date.
1.3 CONDITION. The obligation of AMFELS to enter into the First Rig
Construction Agreement shall be subject to the prior occurrence of the Effective
Date.
1.4 CONTRACT PRICE. The Contract Price, as defined in the First Rig
Construction Agreement, shall be US$75,000,000.00.
1.5 SPECIFICATIONS AND EXTRA LEG OPTION. The First Rig shall have the
same specifications as the specifications for the Rig. Change orders to the
specifications for the Rig shall be treated as change orders for purposes of the
First Rig and priced according to AMFELS change order pricing structure. Until
the date that is three months after the date of the First Rig Option Notice,
Xxxxxx shall further have the option to have extra leg rounds added by change
order as per Change Order No. 1 to the Rig Construction Agreement (providing to
Xxxxxx the option to increase leg length from 475 feet to 517 feet in
consideration of a payment of US$500,000). Until the date that is six months
after the date of the First Rig Option Notice, Xxxxxx shall further have the
option to have extra leg rounds added by change order as per Change Order No. 2
to the Rig Construction Agreement, (providing to Xxxxxx the option to increase
leg length from 517 feet to 545 feet in consideration of a payment of
US$1,300,000).
1.6 COOPERATION. AMFELS shall use its best efforts to assist Xxxxxx in
seeking MARAD approval. Keppel agrees to provide a performance bond as MARAD may
require in connection with the approval of such financing.
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1.7 RIG DELIVERY. The First Rig Construction Agreement shall provide
for delivery of the First Rig not later than twenty-two (22) months after the
date thereof.
ARTICLE II.
SECOND OPTION
2.1 GRANT OF OPTION. On the terms and subject to the conditions herein
set forth, the Rig Builders hereby grant to Xxxxxx an irrevocable option (the
"SECOND OPTION"), to require, at Xxxxxx' discretion, either Keppel or AMFELS,
but not both, to enter into one platform construction agreement (the "SECOND
CONSTRUCTION AGREEMENT") for construction of one additional drilling rig (the
"SECOND RIG") in the form attached as Exhibit 1 hereto in the event that the
Second Option Notice (as defined) is delivered to AMFELS, or Exhibit 2 hereto in
the event that the Second Option Notice is delivered to Keppel, in each case
pursuant to Section 2.2 hereof, with such changes or modifications thereto as
may be required pursuant to the terms hereof. The Second Construction Agreement
shall be dated as of the date of the Second Option Notice.
2.2 EXERCISE OF SECOND OPTION. The Second Option may only be exercised
by delivery by Chiles, to either Keppel or AMFELS, of written notice of exercise
of the Second Option (the "SECOND OPTION NOTICE"), not later than the date that
is two years after the Effective Date (the "SECOND OPTION TERM"). Xxxxxx and
either AMFELS or Keppel, as shall be specified in the Second Option Notice,
shall each execute and deliver the Second Construction Agreement no later than
the date that is seven (7) days after the date of the Second Option Notice. If
Xxxxxx fails to execute the Second Option Agreement as aforesaid, the Second
Option shall thereafter lapse.
2.3 CONDITIONS.
(a) The obligation of Keppel or AMFELS to enter into the Second
Construction Agreement shall be subject to the prior exercise of the First Rig
Option; and
(b) The obligations set forth in Section 2.5 hereof shall be subject to
availability to the Rig Builder to whom Xxxxxx has delivered a Second Option
Notice, of sufficient production capacity.
2.4 CONTRACT PRICE. The Contract Price, as defined in the Second
Construction Agreement, shall be as follows:
(a) If built by Keppel: (1) US$75,500,000 (the "KEPPEL FIXED PRICE");
PROVIDED; HOWEVER, that if the Second Option is exercised in the second
year of the Second Option Term and the Singapore dollar ("SGD")/US
dollar ("US$") exchange rate, at the time of exercise of such option,
is below SGD1.65/US$, the Keppel Fixed Price shall be adjusted upwards
in INVERSE proportion to any such change in the exchange rate. No
adjustment shall be made in the event of
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an increase in the exchange rate above SGD1.65/US$ at such time. For
the purposes of this Section 2.4, the "exchange rate" shall be the rate
published by Citibank, N.A. in New York City at the market close on the
date before any Second Option Notice is delivered or, if Citibank, N.A.
shall not then publish such an exchange rate, the rate published by any
other money center bank based in New York, New York selected by Chiles,
or if no such money center bank shall then publish such an exchange
rate, such rate as may be published by the Bloomberg Financial Services
at such time.
(b) Operation of Section 2.4(a) is illustrated by the examples set forth
below. Actual results could vary significantly from these examples:
(i) In the event that the SGD/US$ exchange rate were to drop in
year two by ONE-HALF, to SGD0.825/US$, then the Contract Price
would INCREASE by a factor of two, to US$151,000,000.00.
(ii) In the event that the SGD/US$ exchange rate were to DOUBLE in
year two by one-half to SGD3.30/US$, then no adjustment would
be made in the Contract Price, which would be UNCHANGED, at
US$75,500,000.00.
(c) If built at AMFELS: (1) US$76,900,000 (the "AMFELS FIXED PRICE");
PROVIDED; HOWEVER, that if the Second Option is exercised in the second
year of the Second Option Term and the Consumer Price Index (the
"CPI"), at its official reading most recently preceding delivery of the
Second Option Notice (the "EXERCISE CPI"), shall be greater than zero,
the AMFELS Fixed Price shall be adjusted upwards at a growth rate equal
to the Exercise CPI, compounded annually and applied to the period of
time beginning on the first day of the Second Option Term and ending on
the date of the Second Option Notice. No adjustment to the AMFELS Fixed
Price shall be made in the event that the Exercise CPI shall not be
greater than zero, I.E., the AMFELS Fixed Price shall not then be
reduced. For purposes of this Section 2.4(c), the "CPI" shall be the
rate published by Bloomberg Financial Services or by such other source
as may be agreed upon by the parties hereto.
(d) Operation of Section 2.4(c) is illustrated by the examples set forth
below. Actual results could vary significantly from these examples.
(i) In the event that the Second Option Notice was delivered to
AMFELS six months into the second year of the Second Option
Term, the Exercise CPI was 3% then the Contract Price would
increase at an annual rate of 3% applied over one and one-half
years. As a result, the Contract Price would increase to
US$80,395,105.
(ii) In the event that the Second Option Notice was delivered to
AMFELS six months into the second year of the Second Option
Term and the Exercise CPI was less than zero then no
adjustment would be made in the Contract Price, which would be
UNCHANGED, at US$76,900,000.
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2.5 RIG DELIVERY. Subject to Section 2.3(b) hereof, the Second
Construction Agreement shall provide for delivery of the Second Rig not later
than twenty-two (22) months after the date thereof.
2.6 SPECIFICATIONS AND EXTRA LEG OPTION. The Second Rig shall have the
same specifications as the specifications for the Rig. Change orders to the
specifications for the Rig shall be treated as change orders for purposes of the
Second Rig and priced accordingly. Changes performed by AMFELS shall be priced
according to AMFELS' change order pricing structure. Until the date that is
three months after the date of the Second Option Notice, Xxxxxx shall further
have the option to have extra leg rounds added by change order as per Change
Order No. 1 to the Rig Construction Agreement (providing to Xxxxxx the option to
increase leg length from 475 feet to 517 feet in consideration of a payment of
US$500,000). Until the date that is six months after the date of the Second
Option Notice, Xxxxxx shall further have the option to have extra leg rounds
added by change order as per Change Order No. 2 to the Rig Construction
Agreement, providing to Xxxxxx the option to increase leg length from 517 feet
to 545 feet in consideration of a payment of US$1,300,000). Change order prices
and the Leg Extension Option shall be subject to adjustment in the same manner
as the Contract Price as provided in Section 2.4 hereof.
2.7 THIRD PARTY FINANCING. Xxxxxx shall secure conventional third party
construction and term financing for construction of the Second Rig without any
special assistance from the Builder.
ARTICLE III.
THIRD OPTION
3.1 GRANT OF OPTION. On the terms and subject to the conditions herein
set forth, the Rig Builders hereby grant to Xxxxxx an irrevocable option (the
"THIRD RIG OPTION"), to require, at Xxxxxx' discretion, either Keppel or AMFELS,
but not both, to enter into one platform construction agreement (the "ADDITIONAL
CONSTRUCTION Agreement") for construction of one additional drilling rig (the
"ADDITIONAL RIG") in the form attached as Exhibit 1 hereto in the event that the
Third Rig Option Notice (as defined) is delivered to AMFELS, or Exhibit 2 hereto
in the event that the Third Rig Option Notice is delivered to Keppel, in each
case pursuant to Section 3.2 hereof and hereto, with such modification thereto
as may be required pursuant to the terms hereof. The Additional Rig Construction
Agreement shall be dated as of the date of the Third Rig Option Notice.
3.2 EXERCISE OF THIRD RIG OPTION. The Third Rig Option may only be
exercised by delivery to either Keppel or AMFELS by Xxxxxx of written notice of
exercise of the Third Rig Option (the "THIRD RIG OPTION NOTICE"), not later than
the date that is two hundred seventy (270) days after the date of the expiration
of the Second Option Term (the "THIRD RIG OPTION TERM"). Xxxxxx and either
AMFELS or Keppel shall each execute and deliver the Additional Rig Construction
Agreement no later than the date that is seven (7) days after the date of the
Third Rig Option Notice.
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If Xxxxxx fails to execute the Third Rig Option Agreement as aforesaid, the
Additional Option shall thereafter lapse.
3.3 CONDITION. The obligation of Keppel or AMFELS to enter into the
Additional Construction Agreement shall be subject to the prior exercise of the
Second Option.
3.4 CONTRACT PRICE. The Contract Price, as defined in the Additional
Rig Construction Agreement, shall be no higher than the best price offered to
any customer of the applicable Rig Builder for any rig of the same or any
equivalent specification as the Rig.
3.5 RIG DELIVERY. The Additional Rig Construction Agreement shall
provide for delivery of the Additional Rig not later than twenty-four (24)
months after the date thereof.
3.6 SPECIFICATIONS AND EXTRA LEG OPTION. The Additional Rig shall have
the same specifications as the specifications for the Rig. Change orders to the
specifications for the Rig shall be treated as change orders for purposes of the
Additional Rig and priced accordingly. Changes performed by AMFELS shall be
priced according to AMFELS' change order pricing structure. Until the date that
is three months after the date of the Third Rig Option Notice, Xxxxxx shall
further have the option to have extra leg rounds added by change order as per
Change Order No. 1 to the Rig Construction Agreement (providing to Xxxxxx the
option to increase leg length from 475 feet to 517 feet in consideration of a
payment in an amount that shall be no higher than the best price offered to any
customer of the applicable Rig Builder for any change order or leg extension
that is the same as or equivalent to such change order or leg extension option).
Until the date that is six months after the date of the Third Rig Option Notice,
Xxxxxx shall further have the option to have extra leg rounds added by change
order as per Change Order No. 2 to the Rig Construction Agreement (providing to
Xxxxxx the option to increase leg length from 517 feet to 545 feet in
consideration of a payment in an amount that shall be no higher than the best
price offered to any customer of the applicable Rig Builder for any change order
or leg extension that is the same as or equivalent to such change order or leg
extension option).
3.7 THIRD PARTY FINANCING. Xxxxxx shall secure conventional third party
construction and term financing for construction of the Additional Rig without
any special assistance from the Builder.
ARTICLE IV.
CONFIDENTIALITY
4.1 CONFIDENTIALITY. The parties hereto agree, except with the prior
written consent of the others, to keep all information about the transactions
contemplated hereby, this Agreement and definitive documentation executed in
connection with this Agreement, and their terms, conditions and existence
strictly
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confidential and no party shall disclose such information to a third party
unless required by applicable law or securities regulations and then only with
prior written notice to, and in consultation with one another.
ARTICLE V.
EXCLUSIVITY
5.1 Xxxxxx agrees to use Keppel and/or AMFELS exclusively as builder of
any premium jackup drilling rigs so long as any options hereunder shall remain
exercisable. If Xxxxxx places a firm order for any such rigs from any other
builder during such time period, all exercisable options hereunder shall
immediately terminate, which shall be the sole and exclusive remedy available to
the Rig Builders for a breach by Xxxxxx of this Section 5.1.
ARTICLE VI.
MISCELLANEOUS
6.1 SUBMISSION TO JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(a) Xxxxxx, Xxxxxx and AMFELS agree that any and all disputes
arising from or in connection with this Agreement shall be determined by, and
any legal suit, action, or proceeding arising out of or relating to this
Agreement may be instituted only in, the High Courts of the Republic of
Singapore to which jurisdiction the parties hereby irrevocably submit.
(b) Xxxxxx hereby designates and appoints Sovereign Corporate
Services (South East Asia), 00 Xxxxxxx Xxxx, #00-00 Xxxxxxx Xxxxx, Xxxxxxxxx 049
348 ("Sovereign") as Xxxxxx' authorized agent and acknowledges on its behalf
service of any and all process that may be served in any such suit, action, or
proceeding in the High Courts of the Republic of Singapore and agrees that
service of process upon said agent and written notice of said service to Xxxxxx,
mailed or delivered to Xxxxxx at the address specified for Xxxxxx in Section 6.6
of this Agreement, or, of through reasonable efforts, service on Sovereign has
been unsuccessful, delivery of such process to Xxxxxx by registered mail in
accordance with the notice provisions of Section 6.6 of this Agreement, shall be
deemed in every respect effective service of process upon Xxxxxx in any suit,
action or proceeding and shall be taken and held to be valid personal service
upon Xxxxxx. Whether or not Xxxxxx shall then be doing, or at any time shall
have done, business within the Republic of Singapore, and that any such service
of process shall be of the same force and validity as if service were made upon
it according to the laws governing the validity and requirements of such service
in the Republic of Singapore, and waives all claims of error by reason of such
service.
(c) Keppel and AMFELS hereby each agree that service of any
and all process that may be served in any such suit, action, or proceeding in
the High Courts of the Republic of Singapore to offices may be, mailed or
delivered to the corporate secretary of Keppel or AMFELS, as the case may be, by
registered mail at
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the respective address specified in Section 6.6 of this Agreement, shall be
deemed in every respect effective service of process upon Keppel or AMFELS, as
the case may be, in any suit, action or proceeding and shall be taken and held
to be valid personal service upon Keppel or AMFELS, as the case may be. Whether
or not such Rig Builder shall then be doing, or at any time shall have done,
business within the Republic of Singapore, and that any such service of process
shall be of the same force and validity as if service were made upon it
according to the laws governing the validity and requirements of such service in
the Republic of Singapore, and waives all claims of error by reason of such
service.
6.2 ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS. This Agreement (including
the Exhibits hereto) represents the entire understanding and agreement between
the parties hereto with respect to the subject matter hereof and can be amended,
supplemented or changed, and any provision hereof can be waived, only by written
instrument making specific reference to this Agreement signed by the party
against whom enforcement of any such amendment, supplement, modification or
waiver is sought. No action taken pursuant to this Agreement including, without
limitation, any investigation by or on behalf of any party, shall be deemed to
constitute a waiver by the party taking such action of compliance with any
representation, warranty, covenant or agreement contained herein. The waiver by
any party hereto of a breach of any provision of this Agreement shall not
operate or be construed as a further or continuing waiver of such breach or as a
waiver of any other or subsequent breach. No failure on the part of any party to
exercise, and no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of such
right, power or remedy by such party preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. All remedies
hereunder are cumulative and are not exclusive of any other remedies provided by
law.
6.3 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Republic of Singapore.
6.4 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same agreement, binding on all parties
hereto, notwithstanding that all the parties have not signed the same
counterpart.
6.5 TABLE OF CONTENTS AND HEADINGS. The table of contents and section
headings of this Agreement are for reference purposes only and are to be given
no effect in the construction or interpretation of this Agreement.
6.6 NOTICES. All notices and other communications under this Agreement
shall be in writing and shall be deemed given when delivered personally or
mailed by certified mail, return receipt requested or overnight delivery
service, to the parties (and shall also be transmitted by facsimile to the
persons receiving copies thereof) at the following addresses (or to such other
address as a party may have specified by notice given to the other party
pursuant to this provision):
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If to either of the Rig Builders, to:
Keppel FELS Limited
00 Xxxxxxxx Xxxx
Xxxxxxxxx 000000
Attention: X.X. Xxxx, Managing Director
Telephone: 00 000 0000
Facsimile: 65 261 7719 or
65 265 1927
With a copy to:
AMFELS, Inc.
X.X. Xxx 0000
00000 Xxxxxxx 00
Xxxxxxxxxxx, Xxxxx 00000
Attention: Y.Y. Chow, President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Xxxxxx, to:
00000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx, Esq.
6.7 SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of this Agreement shall remain in effect.
6.8 BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors and
permitted assigns. Nothing in this Agreement shall create or be deemed to create
any
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third party beneficiary rights in any person or entity not a party to this
Agreement except as provided below. No assignment of this Agreement or of any
rights or obligations hereunder may be made by either the Xxxxxx or the Rig
Builders (by operation of law or otherwise) without the prior written consent of
the other parties hereto and any attempted assignment without the required
consents shall be void; PROVIDED, HOWEVER, that any party hereto may assign this
Agreement and any or all rights or obligations hereunder to any Affiliate of
such Party and; PROVIDED, FURTHER that any such assignor shall remain primarily
liable for performance of this Agreement by such assignee. Upon any such
permitted assignment, the references in this Agreement to an assignor shall also
apply to any such assignee unless the context otherwise requires. "AFFILIATE"
means, for the purposes of this Section 6.8, with respect to any person, any
other person controlling, controlled by or under common control with such
person.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first written above.
XXXXXX OFFSHORE LLC
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
KEPPEL FELS LIMITED
By: /s/ X. X. Xxxx
-------------------------------
Name: X. X. Xxxx
Title: Managing Director
AMFELS, INC.
By: /s/ X. X. Xxxx
-------------------------------
Name: X. X. Xxxx
Title: Director
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EXHIBIT 1
Platform Construction Agreement
by and between Amfels, Inc.
and Xxxxxx Offshore LLC
was executed on April 6, 2000
EXHIBIT 2
Platform Construction Agreement by and between
Kepel FELS Limited and Xxxxxx Offshore LLC,
regarding the Xxxxxx Discovery, was executed on
April 6, 2000
