EXHIBIT 10.17(E)
DAEWOO CORPORATION & DAEWOO HEAVY INDUSTRIES LTD
AND
PETRODRILL SEVEN LTD.
MAIN CONTRACT AMENDMENT AGREEMENT II
HULL 3015
This Agreement made and entered into this 28th day of January, 1999 by and
between:
1 Daewoo Corporation & Daewoo Heavy Industries Ltd., both corporations
organised and existing under the laws of Republic of Korea and having their
principal offices at 541, Namdaemun-Ro 5-Ga, Chung-Gu, Seoul, Korea
(hereinafter jointly and severally referred to as "BUILDER"); and
2 Petrodrill Seven Limited, a corporation organised under the laws of the
British Virgin Islands having its principle office at 325 Waterfront Drive,
Omar Hodge Building, 2nd Floor Wickhams Cay 1, PO Box 985, Road Town,
Tortola, British Virgin Islands. ("PURCHASER").
WHEREAS,
(1) Builder and Purchaser are parties to a contract dated 9 April 1998 for
the construction and sale of a dynamic positioned semi-submersible
drilling vessel Hull No. 3015 (the "MAIN CONTRACT").
(2) Builder and Purchaser are parties to the Main Contract Amendment
Agreement dated 17 December 1998.
(3) Builder and Purchaser wish to amend the payment terms set out in the
Main Contract in accordance with the terms and conditions set out in
this Agreement.
(4) The Export-Import Bank of Korea ("KEXIM") has by a Refund Guarantee
dated 16 April 1998 (the "REFUND GUARANTEE") guaranteed certain
repayment obligations of the Builder to the Purchaser under the Main
Contract.
(5) The parties have agreed that this Agreement and the things contemplated
by it are in all respects subject to and conditional upon KEXIM issuing
a letter of amendment to the Refund Guarantee in the form required by
this Agreement.
(6) The parties wish to record the terms of their agreements on the terms
and conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained, it
is agreed as follows:
1 CONDITION PRECEDENT
This Agreement is in all respects subject to and conditional upon the
Builder obtaining from KEXIM and delivering to the Purchaser a letter of
amendment to the Refund Guarantee in the form attached as Appendix A duly
executed on behalf of KEXIM.
2 MAIN CONTRACT AMENDMENT
2.1 Clause 4.1 of the Main Contract is amended as follows:
"4.1 The Purchaser shall pay the Construction Price to the Builder
in five instalments as follows, the pre-delivery instalments being
paid as advances and not as deposits:
FIRST INSTALMENT
Ten percent (10%) of the Construction Price, being $8,500,000 shall
be paid within three Banking Days of the Effective Date.
SECOND INSTALMENT
Thirty percent (30%) of the Construction Price, being $25,500,000,
shall be paid within three Banking Days from receipt by the
Purchaser of a telefax notice from the Builder attaching a Stage
Certificate in the form of the draft attached as Appendix V,
countersigned by an Authorized Representative (or, in default
thereof, the Classification Surveyor), certifying that it is 6
months after the Effective Date of the contract has taken place.
THIRD INSTALMENT
Twenty percent (20%) of the Construction Price, being $17,000,000
shall be paid within three Banking Days of receipt by the Purchaser
of a telefax notice from the Builder attaching a Stage Certificate
in the form of the draft attached as Appendix V, countersigned by
an
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Daewoo Main Contract Amendment II -- Hull 3015 -- Petrodrill Seven
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Authorised Representative (or, in default thereof, the
Classification Surveyor), certifying that Keel laying has taken
place.
FOURTH INSTALMENT:
Twenty percent (20%) of the Construction Price, being $17,000,000
shall be paid within three Banking Days of receipt by the Purchaser
of a telefax notice from the Builder attaching a Stage Certificate
in the form of the draft attached as Appendix V, countersigned by
an Authorised Representative (or, in default thereof, the
Classification Surveyor), certifying that launch [float out] laying
has taken place.
FIFTH INSTALMENT:
Twenty percent (20% of the Construction Price, together with any
increase or any decrease of the Construction Price arising from the
Provisions of Clauses 7 and 16 below, shall be paid upon
Delivery."
2.2 A new provision is inserted as Clause 4.1A of the Main
Contract as follows:
"4.1A The Purchaser shall pay the difference between the
Construction Price and the Provisional Contract Price
(the "LISTED ITEMS PRICE") to the Builder in nine
instalments as follows, the pre-delivery instalments
being paid as advances and not as deposits:
FIRST INSTALMENT:
Ten percent (10%) of the Listed Items Price, being
$5,100,000, shall be paid on or before 9th June 1998.
SECOND INSTALMENT:
Fifteen percent (15%) of the Listed Items Price, being
$7,650,000 shall be paid on or before 17th March 1999.
THIRD INSTALMENT:
Five percent (5%) of the Listed Items Price, being
$2,550,000, shall be paid on or before 30th March 1999.
FOURTH INSTALMENT:
Ten percent (10%) of the Listed Items Price, being
$5,100,000 shall be paid on or before 30 April 1999.
FIFTH INSTALMENT
Fifteen percent (15%) of the Listed Items Price, being
$7,650,000, shall be paid on or before 30 June 1999.
SIXTH INSTALMENT
Ten percent (10%) of the Listed Items Price, being
$5,100,000, shall be paid on or before 30 August 1999.
SEVENTH INSTALMENT
Ten percent (10%) of the Listed Items Price, being
$5,100,000, shall be paid on or before 30 October 1999.
EIGHTH INSTALMENT:
Ten percent (10%) of the Listed Items Price, being
$5,100,000, shall be paid on or before 30 December 1999.
NINTH INSTALMENT:
Ten percent (10%) of the Listed Items Price, being
$5,100,000, shall be paid on or before 28th February
2000.
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TENTH INSTALMENT:
Five percent (5%) of the Listed Items Price, being
$2,550,000 together with (or minus) any anticipated
excess or (shortfall) of the Listed Items Price over (or
under) the provisional Listed Items Price, shall be paid
on or before 30 April 2000."
23. Clause 5.7 of the Main Contract is amended as follows:
5.7 Unless the Purchaser shall otherwise agree the Builder shall supply
those items of Materials set out in Appendix IIA (the Listed Items) from
suppliers and subcontractors nominated by the Purchaser. The Purchaser,
as agent for and on behalf of the Builder, shall negotiate terms and
expedite equipment with each of the Nominated Subcontractors in order to
supply the Listed Items set out in Appendix IIA. It is however,
expressly agreed that the Purchaser shall contract and expedite with
each of the suppliers of the Listed Items as agent for and on behalf of
the Builder and the ownership in such Listed Items shall vest with the
Builder.
2.4 Clause 5.8 of the Main Contract is amended as follows:
"5.8 The price for the Listed Items, including delivery to the Builder's
yard, negotiated by the Purchaser, on behalf of the Builder, with the
Nominated Subcontractors shall be included in the contract price based
on the overall budget as set out in Clause 3.1 (b). In the event of any
variations in the actual price then the Listed Items Price shall be
increased or decreased by an amount equal to the amount of such
variations. Any such variations shall be payable by the Purchaser by
means of an adjustment of the final instalments of the Construction
Price."
2.5 Clause 5.9 of the Main Contract is amended as follows:
5.9 Furthermore, in the event that delivery to the Builder of any Listed
Item is delayed beyond the Target Delivery Date for the same set out in
Appendix IIA, the Builder shall be entitled to a postponement of the
Contractual Delivery Date for a period as it shall demonstrate, by
reference to the "critical path" that the Vessel's construction and
completion has actually been delayed. Delays in delivery of more than
one Listed Item occurring simultaneously, shall have given rise only to
concurrent (rather than consecutive) extensions. Any verified and
documented delays caused, or contributed to by the Builder taking more
than 14 days, after receipt, to pay approved Nominated Subcontractors
invoices that have been submitted by the Purchaser in the agreed format
will become cause for an adjustment in the delivery date of the Listed
Items as detailed in Appendix IIA. Such adjustments shall reflect the
ultimate delay in the arrival of the Listed Item at the Builder's yard.
3. MISCELLANEOUS
3.1 Any capitalised terms in this Agreement not defined in this Agreement
shall have the same meaning as defined in the Main Contract.
3.2 This Agreement shall become effective as soon as executed by all
parties subject to Clause 1 of this Agreement.
3.3 This Agreement is supplemental to the Main Contract and the Main
Contract Amendment Agreement. Except as expressly amended as set out
herein the Main Contract and the Main Contract Amendment Agreement
remain in full force and effect.
3.4 The construction, validity and performance of this Agreement shall be
governed by English law.
3.5 This Agreement may be signed in any number of counterparts all of which
when taken together will constitute one and the same document.
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed the day and year first above written.
For and on behalf of For and on behalf of
DAEWOO CORPORATION PETRODRILL SEVEN Limited.
/s/ K. S. SHIM /s/ D. LEACH
Name: K. S. SHIM Name: D. Leach
Title: Attorney-in-fact Title: Attorney-in-fact
Attested by Attested by
For and on behalf of
DAEWOO HEAVY INDUSTRIES LTD.
/s/ K. S. SHIM
Name: K. S. SHIM
Title: Managing Director
Attested by
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