EXHIBIT 10.1(A)
MARCIA BARBOSA SERRA
Tradutora Publica Juramentada e Interprete Comercial
Sworn Public Translator and Commercial Interpreter
Rua Aperana, 38 apt 301 - Leblon - 22450-190
ISS: 1261003-00 - CIC: 606442227-00
Tel.: 274-3844
I, the undersigned, Sworn Public Translator and Commercial Interpreter in and
for this City and State of Rio de Janeiro, Federative Republic of Brazil,
registered at the Commercial Board of Rio de Janeiro under Number 97, do hereby
CERTIFY and ATTEST that a document in the Portuguese Language was submitted to
me for translation into English, which I performed according to my Office, as
follows:
Translation No. 2661/98
(On paper with letter of PETROBRAS.)./.
RIDER No. 01 FOR THE ASSIGNMENT OF RIGHTS
AND OBLIGATIONS ARISING FROM CONTRACT
101.2.155.97-9, ENTERED INTO BETWEEN
MARITIMA PETROLEO E ENGENHARIA LTDA.,
SUCCESSOR OF MARITIMA NAVEGACAO E
ENGENHARIA LTDA., and PETRODRILL SEVEN
LTD., WITH THE CONSENT OF PETROLEO
BRASILEIRO S.A.-PETROBRAS./.
PETROLEO BRASILEIRO S.A. - PETROBRAS, a mixed economy company, with head office
at Av. Republica do Chile 65, in the City of Rio de Janeiro, State of Rio de
Janeiro, Federative Republic of Brazil, enrolled in the General Taxpayers
Registry of the Ministry of Finance under No. 33.000.167/0001 01, henceforth
called PETROBRAS, represented herein by the Executive Superintendent of
Exploration and Production, Luiz Eduardo G. Carneiro, and the Company MARITIMA
PETROLEO E ENGENHARIA LTDA., successor of MARITIMA NAVEGACAO E ENGENHARIA LTDA.,
with head office at Av. Almirante Barroso, 52, Group 3400, City of Rio de
Janeiro, Federative Republic of Brazil, enrolled in the General Taxpayers
Registry of the Ministry of Finance under No. 46.828.596/0001/13, henceforth
called the ASSIGNOR, represented herein by its President, German Efromovich, and
the company PETRODRILL SEVEN LTD., with head office in Omar Hodge Building,
Wickhams Cay, Road Town, Tortola, Ilhas Virgens Britanicas, henceforth called
the ASSIGNEE, represented herein by its Director, German Efromovich, have agreed
to add a rider to contract 101.2.155.97-9 (AMETHYST 7), according to the
following clauses and conditions:/.
FIRST CLAUSE OBJECT./.
1. The present Rider has as its object:/.
1.1.1 The total assignment, as of the date of the signature of this Rider,
henceforth called the ASSIGNMENT DATE, by the ASSIGNOR to the ASSIGNEE
of the rights and obligations arising from Contract No. 101.2.155.97-9
and its Attachments./.
1.1.2. To change the contract value foreseen in item 5.2 of the Fifth Clause-
PRICES AND VALUE./.
1.1.3. To change the redaction of the Seventh Clause-FORM OF PAYMENT./.
1.1.4. To change the Fourth Clause-PETROBRAS OBLIGATIONS, including item
4.12./.
SECOND CLAUSE-RESPONSIBILITY./.
2.1. The ASSIGNEE, as of the ASSIGNMENT DATE, becomes the CONTRACTOR, being
liable, before PETROBRAS for the fulfillment of all contract
obligations undertaken by the ASSIGNOR, and will also have all rights
arising from the Contract./.
2.2. The ASSIGNEE is liable before PETROBRAS for the fulfillment of all
contract obligations undertaken by the ASSIGNOR in the Contract, as
well as for eventual losses and damages arising from its acts or
omissions./.
2.3. The ASSIGNOR will be jointly liable with the ASSIGNEE for the complete
fulfillment of all obligations arising from the Contract./.
2.4. The ASSIGNOR, as of the ASSIGNMENT DATE, will have no right arising
from the Contract, giving PETROBRAS, full and complete acquittance for
any and all contract value./.
THIRD CLAUSE-PRICES AND VALUE./.
3.1. The redaction of item 5.2 and its
subitems becomes:/.
"5.2. The total estimated value of the present Contract becomes US$
317,145,762.45 (three hundred and seventeen million, one
hundred and forty-five thousand, seven hundred and sixty-two
dollars and forty-five cents), equivalent to R$
348,035,759.91 (three hundred
forty-eight million, thirty-five thousand, seven hundred and
fifty-nine reais and ninety-one cents), converted at the
exchange rate of R$ 1,0974/US$1,00, referring to the
following charges:/.
3.2. Item 5.5 is included with the following
redaction:/.
"5.5. Besides the value mentioned in
5.2, the appropriation of
US$100,000.00 is foreseen for the
payment of eventual
reimbursements"./.
FOURTH CLAUSE-PETROBRAS' OBLIGATIONS./.
4.1. Item 4.12 is included, with the following
redaction:/.
"4.12. To adopt the measures necessary for the request to register
this Contract at the Central Bank of Brazil, immediately
after the receipt of the legal documents, the supply of which
is the CONTRACTOR's responsibility.".
FIFTH CLAUSE-FORM OF PAYMENT./.
5.1. The redaction of the Seventh Clause is changed to:/.
"7.1 The payments of the rates foreseen in Attachment II and
Attachment III shall be made by PETROBRAS to the CONTRACTOR in
American Dollars, by bank remittance to a bank account abroad it
indicates, after the present Contract is registered at the Central
Bank of Brazil, 30 (thirty) days as of the date of the end of the
measuring period considered, provided the CONTRACTOR has fulfilled the
time limits set forth in subitem 6.3.1., for the submittal of the
collection documents at the docket of the Financial Department
indicated by PETROBRAS, with exception of the provision appearing in
subitem 7.2.4./.
7.1.1. For the reimbursable expenses foreseen in this Contract, the
instructions contained in item 7.4 and their developments should be
complied with, and the payments will be made in the currency of origin
of said expenses, within 30 (thirty) days after the submittal of the
collection documents at the docket of the Financial Department
indicated by PETROBRAS./.
7.1.2. Collection documents comprise any type of billing, such as:
Invoice, Invoice with separate Bill of Sale, Service Invoice, besides
others foreseen in fiscal laws./.
7.1.3. For payment purposes, the CONTRACTOR shall supply the Contract
Manager, after its signature, the following information:/.
a) Bank name and number;/.
b) Bank branch name and code;/.
c) Bank branch address;/.
d) CONTRACTOR's current account number./
7.1.3.1. Whenever a billing is submitted with information
different from those indicated in subitem 7.1.3, these changes will
only be considered if accompanied by a formal communication by the
CONTRACTOR and shall prevail only for the specific purpose of such
payment.
7.2. The collection documents shall be issued without erasures,
complying with the pertinent laws in force, for submittal at the Financial
Department indicated in item 7.1 of this Clause, in its original copy,
accompanied by 1 (one) copy of the respective Measurement Bulletin (MB), and/or
Reimbursement Document (RD), as the case may be, duly approved by this
contract's Manager, containing, obligatorily, but not exclusively, the following
information:/.
a) Number of the collection document;/.
b) Place and date of its issuing;/.
c) Brief description of the object of this Contract;/.
d) Indication of the number and date of this Contract;/.
e) Indication of the month/year or period which the collection
document refers to;/.
f) Number and date of the Measurement Bulletin (MB) and/or
Reimbursement Document (RD)./.
g) Place of the rendering and/or execution of the chartering.
In the event the chartering has been rendered in different
locations, its value should be broken down by locations of
performance and the period in which it was rendered at each
of the locations shall be indicated;/.
h) Gross amount of the collection document, by numbers and in
writing;/.
i) Place for payment purpose, as provided for in subitem
7.1.3 of this Clause;/.
j) Signature by the CONTRACTOR'S representative, accredited
before PETROBRAS, above his/her name and position
typewritten or above the CONTRACTOR'S company stamp
identifying him/her;/.
l) In case of Rider or Letter of Agreement to the Contract
which implies in payments, mention its number and date of
signature, besides the data above./.
7.2.1. The omission of any of the above mentioned data will cause,
within 5 (five) working days, the return of the collection documents
by PETROBRAS' Financial Department./.
7.2.2. If the above situation occurs and in case the collection
document shows errors, it will be returned to the CONTRACTOR, and the
time limits for the payment foreseen in item 7.1 and subitem 7.1.1
shall be added to the period that becomes necessary for the
explanation and re-submittal of the collection document./.
7.2.2.1. The above mentioned condition also applies in case the
collection document is submitted in another department, and not as
indicated in item 7.1./.
7.2.3. Independent of the data above, the invoices in foreign
currency shall be also submitted in the Portuguese language , or if
issued abroad, they shall be notarizes at the Brazilian Consulate,
under which jurisdiction the CONTRACTOR is located, and translated by
a sworn public translator./.
7.2.4. The CONTRACTOR shall, obligatorily, submit monthly, together with the
invoice, the payroll of the CONTRACTOR's Brazilian crew who are involved in the
chartering object of this Contract, as well as with a photocopy of the GRPS
(Social Security Payment Slip), duly settled and authenticated, with the data
identifying the entity to whom the service was rendered being obligatorily
filled out, informing in field 8 of the GRPS (other information) PETROBRAS'
name and CGC, number, date, and amount of the invoice or bill of sale referring
to the chartering rendered in the month, subitems 8.9, 10.1.15, and 10.1.16
being also complied with./.
7.3. The collection documents referring to reimbursements shall also be
issued, itemizing, individually, the reimbursable expenses, their total
amount, such itemization also to appear in the respective Reimbursement
Document (RD)./.
7.3.1. The original vouchers of the reimbursable expenses due to the
CONTRACTOR, by force of the contract instrument, shall be previously
submitted to the Contract Manager, for checking, besides being duly
paid for by the respective supplier or service rendered, when such is
the case./.
7.3.1.1. In the event the original vouchers cannot remain in PETROBRAS'
possession, copies thereof may be submitted, which shall be checked by the
Contract Manager, and the following text is to be placed on each original
document: "COPY SUBMITTED FOR REIMBURSEMENT ON (specify date)", followed by
the signature and identification by name, position and registry number, and the
original are to be returned to the CONTRACTOR.
In the copies that are in PETROBRAS' possession, the following text will be
place on each document: "CHECKED WITH THE ORIGINAL ON (specify the data)" and
the Contract Manager will sign, identifying the signature by name, position
and registry number./.
7.3.1.2. The receipt, duly made formal by PETROBRAS, of any reimbursable
expense voucher, does not represent the recognition of debt, nor
the proof that the expense has been made./.
7.3.2. The collection of reimbursable expenses can only be made by means
of issuing and submittal, by the CONTRACTOR, of the Bill of Sale
for the equipment and accessories, with the respective
Reimbursement Document (RD) duly attached thereto, and previously
approved by the Contract Manager./.
7.3.2.1. The submittal of the collection document mentioned in subitem
7.3.2, shall comply with the provisions appearing in items 7.1. and
7.2 of this Clause./.
7.3.2.2. The vouchers shall be legal documents to explain doubts referring
to the collections, which shall be settled, as a last resort, by
PETROBRAS' Disbursement Office, who will be in possession of the
vouchers approved by PETROBRAS to prepare the payment process./.
7.4. Eventual payments made for more or for less by PETROBRAS shall be
compensated as soon as they are detected, by issuing the Debit/
Credit Notes, as the case may be./.
7.5. The amounts corresponding to reimbursable expenses, without budget
allotment foreseen in this contract instrument, do not burden this contract's
estimated total, but should, however, be foreseen in the Budget Programs of the
Executive Superintendence of Exploration and Production (E&P)./.
7.6. The collection documents submitted by the CONTRACTOR, as well
as the final collection document, shall be paid with the
deduction of amounts that, at any title, under the conditions
set forth in the contract, or others specially agreed upon,
that are due to PETROBRAS./.
7.7. The CONTRACTOR agrees that, at PETROBRAS exclusive option,
the present Contract can be paid by means of third party
financing, provided the time limits, currency amounts, and
place of payment, and the CONTRACTOR's rights foreseen in
this Contract, are complied with"./.
SIXTH CLAUSE-RESPONSIBILITY./.
6.1 The present rider brinds the parties as of the date of its signature and
enters in force as of the ASSIGNMENT DATE./.
SEVENTH CLAUSE-RATIFICATION./.
7.1. PETROBRAS, the ASSIGNOR and the ASSIGNEE ratify the terms and
conditions of the Contract that are not incompatible with the
provisions of this instrument./.
And being thus agreed, the parties sign the present Rider in 4 (four)
copies of the same tenor and fashion, together with the witnesses below./.
Rio de Janeiro, July 10, 1998./.
(Signed:) (Illegible)-Luiz Eduardo G. Carneiro./.
Executive Superintendent of Exploration and Production South-Southeast./.
PETROLEO BRASILEIRO S.A./.
(Signed:) (Illegible) - German Efromovich./.
President - MARITIMA PETROLEO E ENGENHARIA LTDA (ASSIGNOR)./.
(Signed:) (Illegible) - German Efromovich./.
Director - PETRODRILL SEVEN LTD. (ASSIGNEE)./.
WITNESSES:/.
(Signed:) Victor Archer (Rubber stamp:) Victor Archer - Administrator-Registry
012730-0./.
(Signed:) (Illegible)./.
(The rubber stamp and the initials of Victor Archer appeared on the first
page of the document.)/.
(An initial appeared on all pages of the documents.)/.
.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-
(.-THESE BEING) the precise terms and content of the aforementioned document, I
hereby set my Hand and Seal on this Translation, performed on November 20, 1998
in this City of Rio de Janeiro, Federative Republic of Brazil.
------------------------
/s/ MARCIA BARBOSA SERRA
Marcia Barbosa Serra
Sworn Public Translator