EXHIBIT 10.3
MARCIA BARBOSA SERRA
Tradutora Publica Juramentada e Interprete Comercial
Sworn Public Translator and Commercial Interpreter
Rua Aperana, 38 Apt # 301 - Leblon - 22450
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. 4030/98
(Original submitted for translation.).........................................
(On paper with letterhead of Petroleo Brasileiro S.A. - PETROBRAS.)...........
LETTER OF AGREEMENT
PETROLEO BRASILEIRO S.A. - PETROBRAS, a mixed economy company with head
office at Av. Republica do Chile, 65, 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, represented
herein by the Executive Superintendent of Exploration and Production South -
Southeast, Engineer LUIZ EDUARDO G. CARNEIRO, henceforth called PETROBRAS, and
the Company MARITIMA NAVEGACAO E ENGENHARIA LTDA., with head office at Avenida
Almirante Barroso, no. 42, 34th floor, 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. 46.828.596/0001-13, represented
herein by its President, Mr. GERMAN EFROMOVICH, have agreed upon the present
Letter of Agreement regarding contracts 101.2.155.97-9 (Chartering) and
101.2.156.97-1 (Rendering of Services) for the Unit Amethyst 7, henceforth
called the Unit, as follows:..................................................
Item New Redaction
Chart./Services
1.1. (Charter.) The object of the present contract is the chartering to
PETROBRAS, of the Unit, which, according to the CONTRACTOR, is
to be built in a shipyard for the purpose of fulfilling this
contract, in order to be used in the drilling and/or
evaluation and/or completion and/or workover of oil and/or gas
(vertical, directional and horizontal) wells, in the Brazilian
continental shelf, down to a maximum depth of 5,000 (five
thousand) meters, in a water depth down to 1,200 (one thousand
twelve hundred) meters..................
3.17.- (Serv.) To submit to the contract Manager, up to 30 (thirty)
consecutive days after its inception, as foreseen in item 2.2.1, the originals
or certified copies of the insurance policies made as a result of this contract,
containing all essencial data, such as insurers, time limits, period of
validity, amounts insured, and coverage conditions, and with PETROBRAS appearing
as co-insured, except in the civil liability insurance, of which it will
participate as a third party.................................................
3.19.- (Chart.) To submit to the Manager of this contract, up to 30 (thirty)
days after the beginning of the performance, as foreseen in
item 2.2.1, the originals or certified copies of the
certificates of the insurances made as a result of this
contract, containing all essential data, such as insurers,
time limits, periods of validity, amounts insured, and
coverage conditions, and with PETROBRAS appearing as
co-insured, except in the civil liability insurance, of which
it will participate as a third party.......................
7.7 (Chart.) The CONTRACTOR agrees that, at PETROBRAS' exclusive option,
the payments referring to the chartering object of the present
contract can be made through financing by third parties,
provided the time limits, currency, amounts and place of
payment set forth in the contract are complied
with.......................................................
12.5 - (Chart.) In the present contract, it will
13.5 - (Serv.) be considered as act of God the situation in which one of the
parties is prevented from fulfilling its obligations, provided
it proves that:............................................
o the non-fulfillment of the obligation was due to the
existence of an impediment beyond its control;.............
o the party impeded could not, within its ability, overcome
the impediment and its effects, in order to fulfill its
contract obligation within the time limit set down, and....
o the impediment and its effects could not be avoided nor
overcome...................................................
As an illustration of act of God or force majeure, one may mention
wars, strikes, submarine earthquakes, among other facts, which
effects were not possible to avoid or prevent....................
And being thus agreed, the parties sign the present Letter of
Agreement, in 2 (two) copies with the same tenor, with the witnesses below...
Rio de Janeiro January 15, 1998..............................................
PETROLEO BRASILEIRO S/A - PETROBRAS..........................................
(Signed:) Luiz Eduardo G. Carneiro..........................................
Luiz Eduardo G. Carneiro - Executive Superintendent
of Exploration and Production South - Southeast..............................
MARITIMA NAVEGACAO E ENGENHARIA LTDA.........................................
(Signed:) German Efromovich.................................................
German Efromovich - President................................................
WITNESSES: .................................................................
(Signed:) Andre de Mesquita Pinto...........................................
for Claudio Fontes Nunes.....................................................
(Signed:) Hamylton P. Padilha Jr............................................
Hamylton P. Padilha Jr.......................................................
(Two initials appeared on the first page of the document.).............
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THESE BEING the precise terms and content of the aforementioned document, I
hereby set my Hand and Seal on this Translation, performed on the 17th of
February 1998 in this City of Rio de Janeiro, Federative Republic of Brazil.
/s/ MARCIA BARBOSA SERRA
_________________________________
Marcia Barbosa Serra
Sworn Public Translator