EXHIBIT 4.29
EXHIBIT 4 TO SECURITY AGREEMENT DOCUMENT 16
Xxxxxxxx Xx. XX -00000
TITLE XI RESERVE FUND
AND FINANCIAL AGREEMENT
THIS TITLE XI RESERVE FUND AND FINANCIAL AGREEMENT (the "Financial
Agreement"), dated April 9, 1999 between PETRODRILL FIVE LIMITED, a British
Virgin Islands international business company, "the Company"), and THE UNITED
STATES OF AMERICA (the "United States"), represented by the Secretary of
Transportation, acting by and through the Maritime Administrator (the
"Secretary").
RECITALS:
Pursuant to the conditions and understandings set forth in the Recitals to
the Security Agreement executed on this date, the Company has authorized the
issuance of obligations designated "United States Government Guaranteed Export
Ship Financing Obligations, AMETHYST 5 Series" in an aggregate principal amount
not to exceed $150,183,000 to finance the cost of construction of the AMETHYST 5
the ("Vessel");
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and of other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereby agree as follows:
SECTION 1. (a) GRANTING CLAUSE. The Company hereby sells, grants, conveys,
mortgages, assigns, transfers, pledges, confirms and sets over to the Secretary
a continuing security interest in all of its right, title and interest in and to
(1) the Title XI Reserve Fund, and (2) all sums, instruments, moneys, negotiable
documents, chattel paper and proceeds thereof currently on deposit, or hereafter
deposited in the Title XI Reserve Fund.
(b) DEFINITIONS. For all purposes of this Financial Agreement, unless
otherwise expressly provided or unless the context otherwise requires, the
capitalized terms used herein shall have the meaning specified in Schedule X to
the Security Agreement entered into on this date.
SECTION 2. TITLE XI RESERVE FUND DEPOSITS. (a) Pursuant to the
Depository Agreement, the Company shall establish with the Depository a
depository account (herein called the "Title XI Reserve Fund").
(b)(1) Within 120 days after the end of each fiscal year of the Company,
the Company shall compute its net income attributable to the operation of the
Vessel ("Title XI Reserve Fund Net Income"). This computation requires the
multiplication of the Company's total net income after taxes by a fraction with
a numerator composed of the total original capitalized cost of all Company
vessels (whether leased or owned) and a denominator composed of the total
original capitalized cost of all the Company's assets. The net income after
taxes, computed in accordance with generally accepted accounting principles,
shall be adjusted as follows:
(A) The depreciation expense applicable to the accounting year shall
be added back.
(B) There shall be subtracted an amount equal to the principal
amount of debt required to be paid or redeemed, and actually paid or redeemed by
the Company during the year; and the principal amount of Obligations Retired or
Paid, prepaid or redeemed, in excess of the required Redemptions or payments
which may be used by the Company as a credit against future required Redemptions
or other required payments with respect to the Obligations, but excluding
payments from the Title XI Reserve Fund and the Title XI Escrow Fund.
(2) Promptly after the computation of the Title XI Reserve Fund Net
Income by the Company:
(A) If the Vessel is owned by the Company, then from the Title XI
Reserve Fund Net Income for the Vessel there shall be deducted, annually, an
amount (pro rated for a period of less than a full fiscal year) which is 10% of
the Company's aggregate original equity investment in said Vessel, as specified
in Attachment A.
(B) The Company shall, unless otherwise approved by the Secretary in
writing, deposit into the Title XI Reserve Fund an amount equal to sixty-five
percent (65%) of the balance of the Title XI Reserve Fund Net income remaining
after the above deductions.
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(C) Irrespective of the Company's deposit requirements into the
Title XI Reserve Fund, the Company shall not be required to make any deposits
into the Title XI Reserve Fund if (i) the Obligations and the related
Secretary's Note shall have been satisfied and discharged and if the Company
shall have paid or caused to be paid all other sums secured under the Security
Agreement or the Mortgage, (ii) all of the Guarantees on the Outstanding
Obligations shall have been terminated pursuant to the provisions of the
Security Agreement, or (iii) the amount (including any securities at current
market value) in the Title XI Reserve Fund is equal to, or in excess of 50% of
the principal amount of the Outstanding Obligations;
(D) The Company shall deliver to the Secretary (with a copy to the
Depository) at the time of each deposit into the Title XI Reserve Fund pursuant
to Section 2(b)(2)(B), and any deposits required under the Security Agreement, a
statement of an independent certified public accountant (who may be the regular
auditors for the Company) stating that such deposit has been computed in
accordance with Section 2(b)(2)(B) (and the Security Agreement, if applicable)
and showing the pertinent calculations.
(E) In addition, the Company shall deliver to the Secretary (with a
copy to the Depository), within 120 days after the end of each fiscal year of
the Company, a statement by such certified public accountant stating (i) the
total amount of all deposits to be so deposited into the Title XI Reserve Fund
for such fiscal year (and showing the pertinent calculations), or (ii) that no
such deposit was required to be made for such fiscal year (and showing the
pertinent calculations) and that at the end of such fiscal year no adjustments
pursuant to Section 2(b)(2)(F) were required to be made (and, if such
adjustments were required to be made, stating the reasons therefor).
(F) The computation of all deposits required by this Section 2 shall
be made on the basis of information available to the Company at the time of each
such deposit. Each such deposit shall be subject to adjustments from time to
time in the event and to the extent that the same would be required or permitted
by mistakes or omissions, additional information becoming available to the
Company, or judicial or administrative determinations made subsequent to the
making of such deposits.
SECTION 3. WITHDRAWALS FROM THE TITLE XI RESERVE FUND. (a) From time to
time, moneys in the Title XI Reserve Fund shall be subject to withdrawal by
delivery by the Company to the Secretary of a Request for Payment (specifying
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the Person or Persons to be paid and the amount of such payment) executed by the
Company, together with an Officer's Certificate of the Company stating the
reasons and purpose for the withdrawal.
(b) Upon approval by the Secretary of the Request for Payment evidenced by
the countersignature thereon of the Secretary, the Secretary shall cause the
Request for Payment to be delivered to the Depository, which shall promptly make
payment to such Person or Persons in accordance with the terms of such Request
for Payment.
(c) The purposes for which withdrawals may be made, subject to the prior
approval of the Secretary, are the following:
(1) for application toward the redemption of Title XI Bonds or
Obligations;
(2) for payment of debt service;
(3) for payment to the Company, as of the end of each tax year of
the Company (and thereafter as any tax adjustments of the Company may require),
in amounts equal to any increments in the Company's tax liability resulting from
net capital gains realized from capital transactions in the Title XI Reserve
Fund consummated during such tax year;
(4) for payment into the Company's general funds in an amount equal
to that portion of the Title XI Reserve Fund which is in excess of 50% of the
principal amount of the Outstanding Title XI Bonds or Obligations; and
(5) for any other payment with the prior written approval of the
Secretary.
SECTION 4. TERMINATION OF THE TITLE XI RESERVE FUND. (a) The Title XI
Reserve Fund shall terminate at such time as the Secretary's Note shall have
been satisfied and discharged and the Company shall have paid or caused to be
paid all sums secured under the Security Agreement or the Mortgage.
(b) Upon the termination of the Title XI Reserve Fund, pursuant to Section
4(a), the moneys remaining in the Title XI Reserve Fund shall be subject to
withdrawal and payment into the general funds of the Company.
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(c) Upon payment by the Secretary to the Indenture Trustee of the
Guarantees pursuant to the Indenture, the Title XI Reserve Fund shall, upon
written instructions of the Secretary, be terminated and the balance remaining
in the Title XI Reserve Fund shall be paid to the Secretary and the Company as
determined by the Secretary.
(d) Any withdrawal from the Title XI Reserve Fund pursuant to Section 4
shall not effect a discharge of or diminish any obligations of the Company under
the Security Agreement, Mortgage or any other agreement as the case may be
except to the extent that the amount withdrawn is applied to payments required
to be made by the Company under the Security Agreement, Mortgage or any other
agreement.
SECTION 5. ELIGIBLE INVESTMENTS; FORM OF DEPOSITS. (a) Moneys in the
Title XI Reserve Fund shall, if so directed by a Request of the Company
delivered to the Depository (with a copy to the Secretary), be invested by
the Depository in the following Eligible Investments:
(1) time deposits, negotiable certificates of deposit, or similar
instruments of deposit with a bank or trust company organized as a corporation
under the laws of the United States or any State thereof, or of the District of
Columbia, subject to supervision or examination by Federal or State authority or
authority of the District of Columbia, and having a combined capital and surplus
of at least $3,000,000; PROVIDED THAT, the aggregate of all such time deposits
and certificates of deposit with any one bank or trust company shall not exceed
10% of the combined capital and surplus of such bank or trust company;
(2) short term commercial paper having either of the two highest
ratings for short term commercial paper assigned by any two nationally
recognized organizations regularly engaged in rating the investment quality of
such commercial paper; and
(3) securities (designated by the Company in such Request) which at
the date of such investment are --
(A) direct obligations of, or obligations (other than the
Obligations or Obligations related to the Company) fully guaranteed or insured
by, the United States or any agency of the United States or with the Secretary's
prior written consent and subject to such conditions imposed by him, obligations
or securities fully insured by an instrumentality of the United States;
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(B) bonds, not in default as to principal or interest of any county,
municipality or state of the United States and having either of the two highest
ratings for bonds assigned by any two nationally recognized organizations
regularly engaged in rating the investment quality of such bonds;
(C) bonds, not in default as to principal or interest, of
corporations organized and existing under the laws of the United States or of
the District of Columbia or of any state of the United States and having one of
the three highest ratings for bonds assigned by any two nationally recognized
organizations regularly engaged in rating the investment quality of such bonds;
PROVIDED THAT, no investment under this subsection shall be made in any
obligations of the Company or a Related Party;
(D) capital stock, but limited at the time of acquisition to any
amounts in the Title XI Reserve Fund in excess of the principal amount of
Obligations to be redeemed pursuant to the mandatory sinking fund provisions of
the Indenture, during the next succeeding 12 months of (i) corporations
organized and existing under the laws of the United States or the District of
Columbia or of any state of the United States if such stock is currently fully
listed and registered upon an exchange registered with the Securities and
Exchange Commission as a national securities exchange and permitted for
investment by a savings bank under the laws of the State of New York without
regard to the provisions therein limiting such investments to a percentage of
the assets or surplus of such savings bank, (ii) banks either regulated by the
Comptroller of the Currency of the United States or subject to the Banking Law
of the State of New York, or (iii) insurance companies licensed to do business
in such state; PROVIDED THAT, no investment under this subsection shall be made
in stock of the Company or a Related Party; PROVIDED FURTHER that, any request
under this subsection shall be accompanied by an opinion of counsel satisfactory
to the Secretary as to the qualification of such securities under this clause
and PROVIDED FURTHER, that the Company shall cause to be sold, within 60 days,
or at any time if the Secretary so directs the Company in writing, any
securities which cease to qualify under this subsection.
(b) In any case where the Company is required to deposit or redeposit sums
into the Title XI Reserve Fund, the Company shall make the required deposit in
cash or, in lieu thereof, with the Secretary's prior written approval, may
deposit into the Title XI Reserve Fund, negotiable certificates of deposit,
short term commercial paper or securities which are (1) Eligible Investments (2)
owned by the Company and (3) of an equivalent current market value (based upon
the last sales
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price thereof on the Business Day immediately preceding such deposit or, if
there shall have been no sale thereof on such day, the average of the last known
bid and asked prices). With the Secretary's prior written approval, the Company
may exchange Eligible Investments in the Title XI Reserve Fund at current market
value (determined as above provided) for an equivalent amount of cash.
(c) Cash held in the Title XI Reserve Fund will be held by the Depository
pursuant to the Depository Agreement.
SECTION 6. COMPANY'S RIGHTS WITH RESPECT TO SECURITIES HELD IN THE TITLE
XI RESERVE FUND. Unless there is an existing Default under the Security
Agreement, the Company shall have:
(a) the right to vote securities held in the Title XI Reserve Fund as to
(1) the sale of all or any part of the assets of the issuer or obligor thereof,
(2) the increase or reduction of the capital of such issuer or obligor, (3) the
liquidation, dissolution, merger or consolidation of such issuer or obligor, or
(4) any purpose which would not then impair the lien of, or the security
interest granted to the Secretary; and
(b) the right to exercise any and all rights of ownership of such
securities, including the right to consent or object to the extension,
modification or renewal of any thereof, the right to consent or object to any
plan of reorganization, or readjustment, and the right to exercise any right,
privilege or option pertaining thereto.
SECTION 7. ANNUAL STATEMENT OF COMPANY WITH RESPECT TO THE TITLE XI
RESERVE FUND. Within 120 days after the close of each fiscal year of the Company
at the end of which there are funds in the Title XI Reserve Fund (and at such
other times as the Secretary may request in writing), the Company shall submit
to the Secretary (with a copy to the Depository) (a) an opinion of counsel
satisfactory to the Secretary as to the qualification, under Section 5(a)(3)(D),
of securities acquired pursuant to Section 5(a)(3)(D) and then held in the Title
XI Reserve Fund and (b) a list of the Eligible Investments held in the Title XI
Reserve Fund at the close of said fiscal year (or at the time of the Secretary's
request as aforesaid).
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SECTION 8. FINANCIAL REQUIREMENTS OF THE COMPANY. (a) PRIMARY COVENANTS.
The Company shall not without the Secretary's prior written consent:
(1) Except as hereinafter provided, make any distribution of
earnings, except as may be permitted by (A) or (B) below:
(A) From retained earnings in an amount specified in Section
8(a)(1)(C) below, PROVIDED THAT, in the fiscal year in which the distribution of
earnings is made there is no operating loss to the date of such payment of such
distribution of earnings, and (i) there was no operating loss in the immediately
preceding three fiscal years, or (ii) there was a one-year operating loss during
the immediately preceding three fiscal years, but (a) such loss was not in the
immediately preceding fiscal year, and (b) there was positive net income for the
three year period;
(B) If distributions of earnings may not be made under (A) above, a
distribution can be made in an amount equal to the total operating net income
for the immediately preceding three fiscal year period, PROVIDED THAT, (i) there
were no two successive years of operating losses, (ii) in the fiscal year in
which such distribution is made, there is no operating loss to the date of such
distribution, and (iii) the distribution or earnings made would not exceed an
amount specified in Section 8(a)(1)(C) below;
(C) Distributions of earnings may be made from earnings of prior
years in an aggregate amount equal to (i) 40 percent of the Company's total net
income after tax for each of the prior years, less any distributions that were
made in such years; or (ii) the aggregate of the Company's total net income
after tax for such prior years, PROVIDED THAT, after making such distribution,
the Company's Long Term Debt does not exceed its Net Worth. In computing net
income for purposes of this subsection, extraordinary gains, such as gains from
the sale of assets, shall be excluded;
(2) Enter into any service, management or operating agreement for
the operation of the Vessel (excluding husbanding type agreements), or appoint
or designate a managing or operating agent for the operation of the Vessel
(excluding husbanding agents) unless approved by the Secretary;
(3) (A) Sell, mortgage, transfer, or demise charter the Vessel or
any assets to any non-Related Party except as permitted in subsection 8(a)(7)
below, or (B) sell, mortgage, transfer, or demise charter the Vessel or any
assets to a Related
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Party, unless such transaction is (i) at a fair market value as determined by an
independent appraiser acceptable to the Secretary, and (ii) a total cash
transaction or, in the case of demise charter, the charter payments are cash
payments;
(4) Enter into any agreement for both (A) sale and (B) leaseback of
the same assets so sold unless the proceeds from such sale are at least equal to
the fair market value of the property sold;
(5) Except as necessary to avoid arrest or the threat of arrest of
the Vessel or the Vessel of PETRODRILL FOUR LIMITED, or to arrange for the
release of the Vessel or the Vessel of PETRODRILL FOUR LIMITED, guarantee, or
otherwise become liable for the obligations of any Person, except in respect of
any undertakings as to the fees and expenses of the Indenture Trustee, except
endorsement for deposit of checks and other negotiable instruments acquired in
the ordinary course of business and except as otherwise permitted in Section
8(b);
(6) Directly or indirectly embark on any new enterprise or business
activity not directly connected with the business of shipping or other activity
in which the Company is actively engaged;
(7) Enter into any merger or consolidation or convey, sell, demise
charter, or otherwise transfer, or dispose of any portion of its properties or
assets (any and all of which acts are encompassed within the words "sale" or
"sold" as used herein), PROVIDED THAT, the Company shall not be deemed to have
sold such properties or assets if (A) the Net Book Value (defined as the
original book value of an asset less depreciation calculated on a straight line
basis over its useful life) of the aggregate of all the assets sold by the
Company during any period of 12 consecutive calendar months does not exceed 10%
of the total Net Book Value of all of the Company's assets (the assets which are
the basis for the calculation of the 10% of the Net Book Value are those
indicated on the most recent audited annual financial statement required to be
submitted pursuant to Section 9 hereof prior to the date of the sale); (B) the
Company retains the proceeds of the sale of assets for use in accordance with
the Company's regular business activities; and (C) the sale is not otherwise
prohibited by subsection 8(a)(3). Notwithstanding any other provision of this
subsection, the Company may not consummate such sale without the Secretary's
prior written consent if the Company has not, prior to the time of such sale,
submitted to the Secretary the financial statement in clause A of this
subsection, and any attempt to consummate a sale absent such approval shall be
null and void AB INITIO.
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(b) SUPPLEMENTAL COVENANTS. Unless, after giving effect to such
transaction or transactions, during any fiscal year of the Company, (1) the
Company's Working Capital is equal to at least one dollar, (2) the Company's
Long-Term Debt does not exceed two times the Company's Net Worth and (3) the
Company's Net Worth is at least the amount specified in Attachment A hereto, the
Company shall not, without the Secretary's prior written consent:
(A) Withdraw any capital;
(B) Redeem any share capital or convert any of the same into debt;
(C) Pay any dividend (except dividends payable in capital stock of
the Company);
(D) Make any loan or advance (except advances to cover current
expenses of the Company), either directly or indirectly, to any stockholder,
director, officer, or employee of the Company, or to any Related Party;
(E) Make any investments in the securities of any Related Party;
(F) Prepay in whole or in part any indebtedness to any stockholder,
director, officer or employee of the Company, or to any Related Party;
(G) Increase any direct employee compensation (as hereinafter
defined) paid to any employee in excess of $150,000 per annum; nor increase any
direct employee compensation which is already in excess of $150,000 per annum;
nor initially employ or re-employ any person at a direct employee compensation
rate in excess of $150,000 per annum; provided, however, that beginning with
January 1, 2000, the $150,000 limit may be increased annually based on the
previous year's closing CPI-U (Consumer Price Index for All Urban Consumers
published by the Bureau of Labor Statistics). For the purpose of this section
the term "direct employee compensation" is the total amount of any wage, salary,
bonus, commission, or other form of direct payment to any employee from all
companies with guarantees under Title XI of the Act as reported to the Internal
Revenue Service for any fiscal year;
(H) Acquire any fixed assets other than those required for the
maintenance and operations of the Company's existing assets, including the
normal maintenance and operation of any vessel or vessels owned or chartered by
the Company;
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(I) Either enter into or become liable (directly or indirectly)
under charters and leases (having a term of twelve months or more) for the
payment of charter hire and rent on all such charters and leases which have
annual payments aggregating in excess of $1,000,000 (which amount shall be
increased at the end of each of the Company's fiscal years by a percentage equal
to the CPI-U);
(J) Pay any indebtedness subordinated to the Obligations or to any
other Title XI obligations;
(K) Create, assume, incur, or in any manner become liable for any
indebtedness, except current liabilities, or short term loans, incurred or
assumed in the ordinary course of business as such business presently exists;
(L) Make any investment, whether by acquisition of stock or
indebtedness, or by loan, advance, transfer of property, capital contribution,
guarantee of indebtedness or otherwise, in any Person, other than obligations of
the United States, bank deposits or investments in securities of the character
permitted for moneys in the Title XI Reserve Fund;
(M) Create, assume, permit or suffer to exist or continue any
mortgage, lien, charge or encumbrance upon, or pledge of, or subject to the
prior payment of any indebtedness, any of its property or assets, real or
personal, tangible or intangible, whether now owned or hereafter acquired, or
own or acquire, or agree to acquire, title to any property of any kind subject
to or upon a chattel mortgage or conditional sales agreement or other title
retention agreement, except (i) loans, mortgages and indebtedness guaranteed by
the Secretary under Title XI of the Act or related to the construction of a
vessel approved for Title XI by the Secretary and (ii) liens incurred in the
ordinary course of business as such business presently exists;
(N) Pay any penalties if the Vessel is not timely delivered to
Petroleo Brasileiro S.A. ("Petrobras") under the chartering contract dated as of
December 5, 1997, between Petrobras and Maritima Petroleo e Engenharia Ltda
which has been assigned to the Shipowner (the "Chartering Contract"), in so far
as it relates to the chartering of the Vessel (the "Late Arrival Penalties");
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(O) Pay any ad valorem taxes on the Vessel imposed by the Federative
Republic of Brazil, or any agency, instrumentality or other entity thereof, or
any other state, local, municipal or other governmental entity located in Brazil
("Ad Valorem Taxes");
(P) Reimburse or repay any amount paid by Maritima Petroleo e
Engenharia Ltda or Pride International Inc. pursuant to their respective
guaranties to the Secretary issued on the Closing Date in connection with Late
Arrival Penalties and Ad Valorem Taxes.
SECTION 9. (a) ANNUAL FINANCIAL STATEMENTS. The Company shall furnish to
the Secretary, in duplicate, (1) within 120 days after the end of the
Shipowner's fiscal year commencing with the first fiscal year ending after the
date of the Security Agreement, the Company's Audited Financial Statements
including balance sheet and income statement for such fiscal year along with a
completed M.A. Form 172 or such other form approved by the Secretary, and (2)
within 90 days after the expiration of each semi-annual period of each fiscal
year commencing with the first such semi-annual period ending after the date of
the Security Agreement, a completed M.A. Form 172 or such other form approved by
the Secretary for such semi-annual period along with an Officer's Certificate
certifying its accuracy.
(b) ANNUAL NO DEFAULT CERTIFICATES. Within 120 days after the end of the
Company's fiscal year, the Company shall furnish to the Secretary, an Officer's
Certificate dated as of the close of such fiscal year stating whether or not,
the Company is in default in the performance of or in default in the compliance
with any covenant, agreement or condition contained herein or in the Mortgage,
Security Agreement or charter relating to any Vessel listed in Attachment A
hereto, and if so, specifying each such default and stating the nature thereof.
SECTION 10. QUALIFYING FINANCIAL REQUIREMENTS OF THE COMPANY. Immediately
upon the execution and delivery of this Agreement, the Company shall meet the
requirements with respect to Working Capital, Net Worth and Long Term Debt
specified in Section 8(b).
SECTION 11. NOTICES. Except as otherwise provided in this Agreement,
notices, requests, directions, instructions, waivers, approvals or other
communication may be made or delivered in person or by registered or certified
mail, postage prepaid, addressed to the party as provided below, or to such
other address as such party may hereafter specify in a written notice to the
other parties named herein, and all notices or other communications shall be in
writing
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so addressed and shall be effective upon receipt by the addressee thereof:
The Secretary as: SECRETARY OF TRANSPORTATION
c/o Maritime Administrator
Maritime Administration
000 Xxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
The Title XI Reserve
Fund Depository as: CITIBANK, N.A.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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The Company as: PETRODRILL FIVE LIMITED
x/x Xxxxx, Xxxxxxx & Xxxxxxx
X.X. Xxx 000
Xxxx Xxxxx Building
Xxxxxxx'x Xxx
Road Town, Tortola
British Virgin Islands
With a copy to: PETRODRILL ENGINEERING NV
K.P. xxx xxx Xxxxxxxxxxx 00
0000 XX
Xxxxxxxxx (Brainpark)
The Netherlands
SECTION 12. AMENDMENTS AND SUPPLEMENTS. No agreement shall be effective to
amend, supplement, or discharge in whole or in part this Financial Agreement
unless such agreement is in writing signed by the parties hereto. Any
amendments, additions, deletions, substitutions or other changes not made in
accordance with this provision shall be invalid and of no effect.
SECTION 13. COUNTERPARTS. This Financial Agreement may be executed in
any number of counterparts. All such counterparts shall be deemed to be
originals, and shall together constitute but one and the same instrument.
SECTION 14. JURISDICTION AND CONSENT TO SUIT. This Title XI Reserve Fund
and Financial Agreement hereby adopts and incorporates by reference as if fully
set forth herein the provisions relating to Jurisdiction and Consent to Suit of
the Special Provisions of the Security Agreement.
SECTION 15. PAYMENTS IN U.S. CURRENCY. This Title XI Reserve Fund and
Financial Agreement hereby adopts and incorporates by reference as if fully
set forth herein Section 11.06 of the Security Agreement.
SECTION 16. IMMUNITY. This Title XI Reserve Fund and Financial
Agreement hereby adopts and incorporates by reference as fully set forth
herein Section 11.07 of the Security Agreement.
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IN WITNESS WHEREOF, this Title XI Reserve Fund and Financial Agreement has
been executed by the parties hereto as of the day and year first above written.
Attest: PETRODRILL FIVE LIMITED
/s/ XXXXXX X. XXXXXXX BY: /s/ XXXX X. XXXXXX
--------------------- ------------------
Secretary Treasurer
UNITED STATES OF AMERICA
Attest: SECRETARY OF TRANSPORTATION
(SEAL)
MARITIME ADMINISTRATOR
/s/ XXXXX MAIN
--------------
BY: /s/ XXXX X. XXXXXXX
-------------------
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ATTACHMENT A
TITLE XI RESERVE FUND AND FINANCIAL AGREEMENT
(Contract No. MA - 13513)
1. This Financial Agreement shall apply to the following Vessel: AMETHYST 5
2. The Company's aggregate original equity investment for use in Section 2 for
the Vessel AMETHYST 5 is $26,455,175.
3. The Company's Net Worth for use in Section 8(b) is $26,455,175.
