EXHIBIT 10.61
BIGEM HOLDINGS N.V.
- and -
PETRODRILL SEVEN LIMITED
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LICENSING AGREEMENT
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THIS LICENCING AGREEMENT, is entered into this 5th of November 1998,
BETWEEN:
(1) BIGEM HOLDINGS N.V. a Corporation incorporated in accordance with\
the laws of the Netherlands Antilles and having its registered office at
Anthony Veder Building, Kaya Richard Posner, Willemstad, Curacao,
Netherlands Antilles (the Licensor ) and
(2) PETRODRILL SEVEN LIMITED a Company incorporated in accordance with the
laws of the British Virgin Islands c/o Arias, Fabrega & Fabrega, P.O. Box
985, Omar Hodge Building, Wickham s Cay, Road Town, Tortola, B.V.I. (the
Licencee ).
WHEREAS:
A. Scheepswerf de Hoop Lobith B.V. ( the Designer ) has designed and
built a semi-submersible drilling platform AMETHYST 1 and has
developed the AMETHYST 1 design into a revised design for the
AMETHYST 2 .
B. Pursuant to an agreement dated 31st October 1997 the Designer assigned to
the Licensor the whole right title and interest in and to the above
mentioned design.
C. The Licencee desires to construct a platform in accordance with the
Licensor s design data.
D. The Licensor is willing to grant to the Licencee a licence to use the said
design data on the terms and conditions set out in this Agreement.
IN CONSIDERATION of the mutual covenants and obligations hereinafter set forth,
it is hereby agreed between the Licensor and Licencee as follows:-
1. GRANT OF LICENCE
1.1 For the consideration hereinafter mentioned, the Licensor agrees to
and does hereby grant to the Licencee, and the Licencee accepts, an
irrevocable, non exclusive, perpetual licence to construct or
procure the construction by a shipyard ( the Contractor ) of a
dynamically positioned semi-submersible drilling or workover unit,
( the Unit ) in accordance with a design developed by the Designer
for the construction of the Amethyst 1 and revised in the
construction of the Amethyst 2 (hereinafter referred to as the
Design ). The Licensor shall provide to the Licencee for use by the
Licencee and the Contractor the design documentation, documentation
and specifications listed in Annex A attached hereto ( the Design
Documentation ).
1.2 The Licensor agrees to supply the Licencee with any additional
documentation pertaining to the design of the Unit where such
documentation is necessary to supplement the Design Documentation in
order to enable the Contractor to build the Unit or give guidance to
the Licencee in its construction program. Such documentation may
include but shall not be limited to, detailed engineering
documentation, bills of material, purchase specifications and
orders, planning, quality assurance and production information as
used by the Designer in the construction of the Amethyst 1.
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1.3 The Licensor agrees to carry out to the extent agreed any additional
design tasks, including modification of the Design Documentation, if
so requested by the Licencee, in accordance with Clause 3.4
hereunder.
2. TIME SCHEDULED FOR PROVISION OF DESIGN DOCUMENTATION
The Licensor shall provide the Design Documentation for transfer to the
Licencee in accordance with the following provisions:-
2.1 All Design Documentation shall be delivered to the Licencee within
seven (7) working days of the execution of this Agreement.
2.2 Any additional documentation referred to in Clause 1.2 will stay at
the premises of the Designer and the Licensor will procure that it
is at any time accessible to the Licencee. The Design Documentation
shall at all times remain the property of the Licensor who shall
keep the same fully confidential.
2.3 Information or assistance requested in accordance with Clause 1.3 of
this Agreement shall be given to the Licencee promptly by the
Licensor on a best efforts basis.
2.4 The Design Documentation shall be forwarded to the Licencee at the
Licensor s expense, by which ever method is the preference of the
Licencee.
3. FEES
In consideration for granting the licence and the provision of services
described in this Agreement the Licencee shall pay to the Licensor a fee
of total US$1,583,333 for the Unit ( the Fee ) payable as follows:-
3.1 US$166,667 within five (5) banking days of each construction
contract for a Unit (a Construction Contract ) becoming effective.
3.2 US$1,250,000 within thirty (30) banking days of each Construction
Contract becoming effective.
3.3 The balance of the Fee shall be payable in four (4) equal
semi-annual instalments commencing on delivery of each Unit in
accordance with the Construction Contract.
3.4 Additional design tasks or contract design modifications as may be
requested by the Licencee in accordance with Clause 1.3 of this
Agreement shall be paid for by the Licencee according to an agreed
number of man hours charged at the rates given in Annex B.
3.5 Technical support and assistance shall be charged according to the
level of effort agreed based on the rates and expenses given in
Annex B.
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4. CONDITIONS FOR DESIGN
4.1 All documentation to be submitted by the Licensor to the
Licencee under this agreement shall be presented in a clear,
legible manner and according to best international offshore
practice. All the Design Documentation shall be in the
English language. Where this is not possible the Licensor
shall assist the Licencee by procuring from the Designer
suitable translations.
4.2 The Licensor agrees to keep the Licencee informed of any design
developments or modifications to design features or details carried
out by the Designer as soon as such become available.
4.3 The Licensor hereby warrants that the Design Documentation shall be
free of errors and omissions and that provided that the Design
Documentation is adhered to by the Contractor, the Unit shall meet
the performance requirements of the outlined specifications.
4.4 The Licensor agrees that it will correct promptly, at its own
expense, any errors or omissions and return correct documentation to
the Licencee as soon as possible after such error or omission has
been rectified.
5. CONDITIONS
5.1 The Licensor shall take all necessary steps to enforce the terms and
conditions contained in an assignment dated 31st October 1997
between the Designer and the Licensor ( the Assignment ).
6. LAW AND JURISDICTION
6.1 This Agreement shall in all respects be construed and interpreted in
accordance with English law.
67.2 Any dispute arising under or by virtue of this Agreement and/or the
Design Documentation, or any difference in opinion between the
Parties hereto concerning their rights and obligations under this
Agreement and/or the Design Documentation shall be settled in the
first place by mutual amicable agreement.
6.3 Should the settling of matters under dispute not be possible by
amicable agreement, any dispute or difference shall be settled by
arbitration in London in accordance with provisions of the
Arbitration Act 1996 or any statutory modifications or re-enactment
thereof for the time being in force and shall be referred to a
single arbitrator (an Arbitrator ) to be appointed by the Parties
hereto. If the Parties cannot agree upon the appointment of a single
Arbitrator the dispute shall be settled by three Arbitrators, each
Party appointing one arbitrator, the third being appointed by the
Chairman for the time being of the London Maritime Arbitrators
Association.
6.4 If either of the appointed Arbitrators refuses or is incapable of
acting, the Party who appointed him shall appoint a new Arbitrator
in his place.
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6.5 If one of the Parties fails to appoint an Arbitrator, either
originally or by way of substitution, for two weeks after the other
Party having appointed his Arbitrator has sent the Party making
default notice by mail or facsimile to make the appointment, the
Party appointing the third Arbitrator shall, after application from
the Party having appointed his Arbitrator, also appoint an
Arbitrator on behalf of the Party making default.
6.6 The award rendered by the Arbitration Court shall be final and
binding upon the Parties and may if necessary be enforced by the
Court or other competent authority in the same manner as a judgment
in the Court of Justice.
6.7 Work under this Agreement shall, if reasonably possible, continue
during the arbitration proceedings.
7. MISCELLANEOUS
This Agreement which incorporates all prior negotiations and
understandings related to the subject matter hereof, sets forth the entire
agreement of the parties hereto and shall not be modified except by
written instrument executed by duly authorised representatives of the
Parties. The failure of either Party to insist upon strict performance of
any provision hereof shall not constitute a waiver of, or estoppel against
asserting, the right to require such performance in the future, nor shall
a waiver or estoppel in any one instance constitute a waiver or estoppel
with respect to a latter breach of a similar nature or otherwise.
8. NOTICES
All notices, invoices and other communications required pursuant to this
Agreement shall be in writing and deemed to have been sufficiently given
or made if delivered by hand or sent by fax to the addressee at the
address set out below;
in the case of the Licensor: with a copy to:
The Managing Director President
BiGem Holdings N.V. Pride International, Inc.
Anthony Veder Building 5847 San Felipe, Suite 3300
Kaya Richard Posner Houston, Texas 77057
Willemstad
Curacao Fax: 713 914 9796
Netherlands Antilles
Fax: 599 9461 6491
in the case of the Licencee:
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The Managing Director
Petrodrill Offshore, Inc.
Saffrey Square, Suite 205
Bank Lane, P. O. Box N8188
Nassau, Bahamas
Fax: 011 44 1481 710254
or to such other address as the relevant Party may from time to time
notify to the other.
9. CONFIDENTIALITY
All information related to this Agreement regardless of whether such
information concerns the Licensor, its clients, its associated companies
or its contractors shall be treated as confidential and shall not be
divulged by the Licencee to any third party without the prior written
consent of the Licensor. The hereabove obligations shall survive the
termination of the Agreement and shall remain in force for so long as the
information covered by confidentiality has not otherwise become public
knowledge.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and
year first above written.
SIGNED by /s/ GERMAN EFROMOVICH )
for and on behalf of German Efromovich )
BIGEM HOLDINGS N.V. )
in the presence of:- /s/ Illegible )
SIGNED by /s/ GERMAN EFROMOVICH )
for and on behalf of German Efromovich )
PETRODRILL OFFSHORE INC. )
in the presence of:- /s/ Illegible )
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ANNEX A
DESIGN DOCUMENTATION
The Design documentation package delivered by the Licensor will consist of:
Outline specification
General Arrangement (Version p95019 A-N)
Intact stability with principal loading conditions
Preliminary Damage Stability
Weight Distribution
Main scantling drawings pontoons, columns and deckbox approved by LR
Preliminary Electrical Balance
Principal schematics of pipe systems
Ballast system
Bilge system
Drain system
Compressed air system
Fuel System
Lube oil transfer system
Salt water cooling system
Low temperature freshwater cooling system
High temperature freshwater cooling system
Fire and deckwash system
Baryte/Bentonite system
Dry bulk cement system
Brine transfer system
Fire system, deluge system and sprinkler system
Technical freshwater/drillwater transfer system
Sanitary system
Hydrostatics
Lines plan
REFERENCE DOCUMENTATION
This concerns all information available on AMETHYST 1 . This information is
available at the premises of [the Licensor/the Designer] and copies will be made
available to representatives of the Licencee upon request.
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ANNEX B
REMUNERATION
The work performed in accordance with this Agreement in Clauses 3.3 and 3.4
shall be remunerated as follows:-
Each working day of 8 hours US$850
Excluded Tax, VAT if any
Excluded are costs for proper travelling and accommodation.
Maximum continuous period outside [Holland] 21 days.
Costs to be paid within 30 days after receipt of invoice.