EXHIBIT 10.66
AGENCY AND BROKERAGE AGREEMENT
THIS AGREEMENT IS MADE BY AND BETWEEN:
PETRODRILL SEVEN LIMITED, a company incorporated in the British Virgin Islands
with its registered office at c/o Arias Fabrega & Fabrega Trust Co. BVI Limited,
325 Waterfront Drive, Omar Hodge Building, 2nd floor, Wickhams Cay, Road Town,
Tortola, British Virgin Islands, according to its statutes and registered
bylaws, hereinafter designated as PETRODRILL SEVEN.
U.K. GUARANTY & BONDING CORP. LIMITED, a company incorporated in the Bahamas
with its registered office at Providence House, East Hill Street, P.O. Box
N-3944, Nassau, Bahamas, according to its statutes and registered bylaws,
hereinafter designated AGENT ONE and
RAPISARDI INVESTMENT LIMITED, a company incorporated in the British Virgin
Islands, with headquarters in Akara Building, 24 De Castro Street, Wickhams Cay
1, Road Town, Tortola, British Virgin Islands, according with its statutes and
registered by laws, hereinafter designated AGENT TWO.
WHEREAS
1. MARITIMA PETROLEO E ENGENHARIS LTDA, a company incorporated in Brazil with
headquarters at Av. Almirante Barroso, 52/34(0) floor, Centro, Rio de
Janeiro, 20031-000, Brazil, was successful in being awarded a contract by
PETROBRAS the Brazilian Oil Company, contract n(0) 101.2.155.97-9, for the
provision of a semi-submersible drilling unit as a result of an
international tender ("THE CONTRACT").
2. PETRODRILL SEVEN is a company that, will own a semisubmersible drilling or
workover unit identified as AMETHYST 7, hereinafter designated as the RIG.
3. AGENTS have long worked in close relationship with PETROBRAS and also have
extensive knowledge and experience regarding the Brazilian offshore
drilling market.
4. The AGENTS have provided MARITIMA during the course of the tender process
with help and counseling which contributed to MARITIMA's success in being
awarded the PETROBRAS CONTRACT.
5. MARITIMA had previously agreed with the AGENTS to pay the sum afterwritten
in consideration for such help and counseling and for such other on-going
services.
6. MARITIMA has subsequently assigned all of its rights and obligations in
terms of the CONTRACT to PETRODRILL SEVEN and PETRODRILL SEVEN has agreed
in part consideration of such assignment to pay the AGENTS the sums
afterwritten in settlement of MARITIMA's firm commitment
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NOW THEREFORE THE PARTIES HAVE MUTUALLY AGREED THAT
7. PETRODRILL SEVEN hereby assumes the obligation to pay (in accordance with
item 8 below) as agency fee and/or commission for the services rendered
with respect to such CONTRACT, to AGENT ONE the amount in US$ equivalent
of 2.0% (two percent) of the total RIG dayrate value of such CONTRACT and
to AGENT TWO the amount in US$ equivalent of 3.0% (three percent) of the
total RIG dayrate value of such CONTRACT.
8. PETRODRILL SEVEN will pay to the two AGENTS, IN US$, according with
item 7, above, a total percentage of 5.0% (five percent) of the total
RIG dayrate agreed with PETROBRAS (i.e., excluding bonus increase or
reductions due to poor performance/downtime) with respect to the
CONTRACT in consideration for the execution of such CONTRACT, such
payment to be made every month by PETRODRILL SEVEN, within 2 (two)
business days of receiving the monthly installment from PETROBRAS with
respect to the relevant CONTRACT through wire deposit to the bank
accounts indicated by AGENTS.
9. These fees will continue to be paid monthly to AGENTS throughout the firm
period of the CONTRACT within 2 (two) days of the receipt by PETRODRILL
SEVEN of the monthly installments made by PETROBRAS relating to such
CONTRACT. In case of contract extension or re-negotiation by PETRODRILL
SEVEN, the aforesaid agency fees and/or commissions will apply based on
the same percentage of the then applicable RIG dayrates.
10. The obligation to pay the agency fees and/or commissions mentioned in this
contract will start, with respect to the CONTRACT, on the first day after
PETRODRILL SEVEN receives the monthly installment from PETROBRAS mentioned
in items 8 & 9 and will be in effect for the period that the RIG is
chartered under such CONTRACT, including any extensions thereto.
11. Each of the AGENTS may invoice the above-mentioned agency fees and/or
commissions on a monthly basis to PETRODRILL SEVEN, which will pay the
invoices within 2 (two) business days after the respective monthly
payments from PETROBRAS to PETRODRILL SEVEN and/or its affiliated firms,
are received.
12. Each AGENT will present to PETRODRILL SEVEN, by enclosed letter, co-signed
by PETRODRILL SEVEN, the bank account where the payments must be made. The
AGENTS have the right to change these bank accounts, informing PETRODRILL
SEVEN in writing, of the new address 10 days before a payment must be
made.
13. This agreement is a binding and valid contract between the parties, of
mandatory execution; and obliges and binds also heirs' successors, subject
to the condition precedent to effectiveness with respect to the CONTRACT
that such CONTRACT be confirmed
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between PETRODRILL SEVEN and PETROBRAS. This CONTRACT is made in three
originals, all signed by the parties and replaces any previous agreement
of the same scope.
14. AGENT ONE and AGENT TWO each represents and warrants to PETRODRILL SEVEN
that AGENT ONE and AGENT TWO have full power and authority to enter into
this agreement and all transactions contemplated by this agreement and are
to be bound by all obligations and liabilities on their part contained in
this agreement and that the performance of the obligations of AGENT ONE
and AGENT TWO, arising under this agreement and each of the transactions
contemplated by this agreement will not at the time of the performance
constitute a breach of any existing law binding upon or regulation, bylaw
or provision of the constitution of AGENT ONE and AGENT TWO. In addition,
AGENT ONE and AGENT TWO each represents and warrants to PETRODRILL SEVEN
that their performance of the obligations under this agreement will not
involve the payment or giving of anything of value, either directly or
indirectly, to an official of a non-U.S. government for the purpose of
influencing an act or decision in his official capacity or inducing him to
use his influence with a non-U.S. government to assist PETRODRILL SEVEN,
any AGENT or any other company in obtaining or retaining business for or
with any person or directing business to themselves or any other person.
AGENT ONE and AGENT TWO acknowledge that PETRODRILL SEVEN is entering into
an agreement in reliance upon such representations and warranties. The
above-mentioned representations and warranties are also back to back from
PETRODRILL SEVEN to AGENTS.
15. TERMINATION
15.1) By either party with respect to the RIG, forthwith and without any
prior notice in the event of the institution of any action or
proceeding, to be admitted by a competent court, against the other
party under any bankruptcy or insolvency law or any law for the
relief creditors, or in the event of the appointment of a receiver
or trustee for the benefit of creditors of such party; in each case,
to the extent such action, proceeding or appointment would cause the
termination of such RIG'S CONTRACT.
15.2) With respect to the RIG, forthwith and without prior notice in case
of a constructive, arranged or total loss of the RIG, provided that
such RIG will not be replaced by PETRODRILL SEVEN in order to
continue the relevant CONTRACT;
15.3) With respect to a RIG, forthwith and without notice in the event of
termination of such RIG'S CONTRACT;
15.4) By the non-offending party, forthwith and without prior notice in
the event that the performance of either party under this Agreement
would result in a violation by any party or any of its affiliates of
the U.S. Foreign Corrupt Practices Act, with
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which all parties hereto are familiar, or in the event of breach of
any warranties and representation made in item 16 above, which
representations survive for the tem of this Agreement.
16. LAW AND ARBITRATION
This Agreement shall be governed by English Law and any dispute arising
out of this Agreement shall be referred to arbitration in London, England.
Signed this 30th day of April 1998.
/s/ GERMAN EFROMOVICH /s/ G. WILLIAMS
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By: PETRODRILL SEVEN By: AGENT ONE
Name: German Efromovich Name: Standard Nominees Limited
Title: Director Title: Director
By: Gary Williams
/s/ PAULO VILLAS BOAS
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By: AGENT TWO
Name: Paulo Calmon Villas Boas
Title: Lawful Attorney-in-fact
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