EXHIBIT 10.22
Bond No. SC 111 3329 7124
PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS: That we, TDI-Halter, L.P. (hereinafter called
"Principal") as Principal, and Fireman's Fund Insurance Company, a corporation
organized and existing under the laws of the State of California, and authorized
to transact business in the State of Mississippi (hereinafter called "Surety"),
as Surety, are held firmly bound unto Petrodrill Construction, Inc. (hereinafter
called "Obligee"), as Obligee, in the penal sum of Eighty Four Million and
no/100 US Dollars ($84,000,000.00), good and lawful money of the United States
of America, for the payment of which, well and truly to be made, we bind
ourselves, our heirs, administrators, executors, successors, and assigns,
jointly and severally, firmly by these presents.
Signed, Sealed and Dated this 13th day of April, 1998.
Whereas, the above bounden Principal has entered into a certain written contract
with the above-named Obligee, dated the 9th day of April, 1998 for
One (1) fully operational and complete self-propelled Dynamic Positioned
Semi-Submersible Drilling Vessel - Hull Number 1829
which contract is hereby referred to and made a part hereof as fully and to the
same extent as if copied at length herein.
NOW, THEREFORE, THE CONDITION OF THE ABOVE OBLIGATION IS SUCH That if the above
bounden Principal shall well and truly keep, do and perform, each and every, all
and singular, the matters and things in said contract set forth and specified to
be by the said Principal kept, done and performed at the time and in the manner
in said contract specified, and shall pay over, make good and reimburse to the
above-named Obligee, all loss and damage which said Obligee may sustain by
reason of failure or default on the part of said Principal, then this obligation
shall be void; otherwise to be and remain in full force and effect.
TDI-Halter, L.P.
Principal
By: /s/ Illegible
________________________________________
Fireman's Fund Insurance Company
Surety
By: /s/ Illegible
________________________________________
Attorney-in-Fact
Tomi J. Braun
GENERAL
POWER OF
ATTORNEY
FIREMAN'S FUND INSURANCE COMPANY
KNOW ALL MEN BY THESE PRESENTS: That FIREMAN'S FUND INSURANCE COMPANY, a
Corporation duly organized and existing under the laws of the State of
California, and having its principal office in the County of Marin, State of
California, has made, constituted and appointed, and does by these presents
make, constitute and appoint JERRY P. ROSE, TOMI J. BRAUN, DON E. CORNELL, L.
RAY PITTS, JR., ROBBI MORALES, jointly or severally, DALLAS TX its true and
lawful Attorney(s)-in-Facet, with full power and authority hereby conferred in
its name, place and stead, to execute, seal, acknowledge and deliver any and all
bonds, undertaking, recognizances or other written obligations in the nature
thereof, and to bind the Corporation thereby as fully and to the same extent as
if such bonds were signed by the President, sealed with the corporate seal of
the Corporation and duly attested by its Secretary, hereby ratifying and
confirming all that the said Attorney(s)-in-Fact may do in the premises.
This power of attorney is granted pursuant to Article VII, Sections 45 and 46 of
By-laws of FIREMAN'S FUND INSURANCE COMPANY now in full force and effect.
"ARTICLE VII. APPOINTMENT AND AUTHORITY OF RESIDENT SECRETARIES,
ATTORNEY-IN-FACT AND AGENTS TO ACCEPT LEGAL PROCESS AND MAKE APPEARANCES.
SECTION 45. APPOINTMENT. THE CHAIRMAN OF THE BOARD OF DIRECTORS, THE
PRESIDENT, ANY VICE-PRESIDENT OR ANY OTHER PERSON AUTHORIZED BY THE BOARD OF
DIRECTORS, THE CHAIRMAN OF THE BOARD OF DIRECTORS, THE PRESIDENT OR ANY
VICE-PRESIDENT MAY, FROM TIME TO TIME, APPOINT RESIDENT ASSISTANT SECRETARIES
AND ATTORNEYS-IN-FACT TO REPRESENT AND ACT FOR AND ON BEHALF OF THE CORPORATION
AND AGENTS TO ACCEPT LEGAL PROCESS AND MAKE APPEARANCES FOR AN ON BEHALF OF THE
CORPORATION.
SECTION 46. AUTHORITY. THE AUTHORITY OF SUCH RESIDENT ASSISTANT
SECRETARIES, ATTORNEYS-IN-FACT AND AGENTS SHALL BE AS PRESCRIBED IN THE
INSTRUMENT EVIDENCING THEIR APPOINTMENT. ANY SUCH APPOINTMENT AND ALL AUTHORITY
GRANTED THEREBY MAY BE REVOKED AT ANY TIME BY THE BOARD OF DIRECTORS OR BY ANY
PERSON EMPOWERED TO MAKE SUCH APPOINTMENT"
This power of attorney is signed and sealed under and by the authority of the
following Resolution adopted by the Board of Directors of FIREMAN'S FUND
INSURANCE COMPANY at a meeting duly called and held on the 7th day of August,
1984, and said Resolution has not been amended or repealed:
"RESOLVED, that the signature of any Vice-President, Assistant Secretary, and
Resident Assistant Secretary of this Corporation, and the seal of this
Corporation may be affixed or printed on any power of attorney, on any
revocation of any power of attorney, or on any certificate relating thereto, by
facsimile, and any power of attorney, any revocation of any power of attorney,
or certificate bearing such facsimile signature or facsimile seal shall be valid
and binding upon the Corporation."
IN WITNESS WHEREOF, FIREMAN'S FUND INSURANCE COMPANY has caused these presents
to be signed by its Vice-President, and its corporate seal to be hereunto
affixed this 23rd day of September, 1997.
FIREMAN'S FUND INSURANCE COMPANY
By /s/ Illegible
____________________________________________________
Vice-President
STATE OF CALIFORNIA )
) ss.
COUNTY OF MARIN )
On this 23rd day of September, 1997, before me personally came M. A. Mallonee,
to me known, who, being by me duly sworn, did depose and say: that he is
Vice-President of FIREMAN'S FUND INSURANCE COMPANY, the Corporation described in
and which executed the above instrument; that he knows the seal of said
Corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
Corporation and that he signed his name thereto by like order.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,
the day and year herein first above written.
/s/ Illegible
______________________________________________
Notary Public
CERTIFICATE
STATE OF CALIFORNIA )
) ss.
COUNTY OF MARIN )
I, the undersigned, Resident Assistant Secretary of FIREMAN'S FUND INSURANCE
COMPANY, a CALIFORNIA Corporation, DO HEREBY CERTIFY that the foregoing and
attached POWER OF ATTORNEY remains in full force and has not been revoked; and
furthermore that Article VII, Sections 45 and 46 of the By-laws of the
Corporation, and the Resolution of the Board of Directors; set forth in the
Power of Attorney, are now in force.
Signed and sealed at the County of Marin. Dated the 13th day of April, 1998.
/s/ Illegible
________________________________________________
Resident Assistant Secretary