EXHIBIT 4.7
Date: 1 November 1999
(1) PETRO DIA THREE S.A.
(2) PETRO DIA FOUR S.A.
(3) MITSUBISHI CORPORATION (UK) PLC (AS FACILITY AGENT)
(4) MITSUBISHI CORPORATION (UK) PLC (AS SECURITY AGENT)
(5) PETRODRILL SIX LIMITED
(6) PETRODRILL SEVEN LIMITED
(7) PRIDE INTERNATIONAL, INC.
(8) MARITIMA PETROLEO E ENGENHARIA LTDA.
(9) AMETHYST FINANCIAL COMPANY LIMITED
(10) WILMINGTON TRUST COMPANY (AS TRUSTEE)
(11) WILMINGTON TRUST COMPANY (AS COLLATERAL AGENT)
DEED OF CONSENT
Field Fisher Waterhouse 35 Vine Street London EC3N 2AA
THIS DEED OF CONSENT is dated 1 November 1999 and is made BETWEEN:
(1) PETRO DIA THREE S.A., a company incorporated under the laws of Panama
whose registered office is at 53rd Street, Urbanizacion Obarrio, Torre
Swiss Bank, 16th Floor, Panama City, Republic of Panama ("MC1"); and
(2) PETRO DIA FOUR S.A., a company incorporated under the laws of Panama whose
registered office is at 53rd Street, Urbanizacion Obarrio, Torre Swiss
Bank, 16th Floor, Panama City, Republic of Panama ("MC2"); and
(3) MITSUBISHI CORPORATION (UK) PLC, a company incorporated in England and
Wales (Reg No. 2214224) whose registered office is at Bow Bells House,
Bread Street, London EC4M 9BQ, in its capacity as Facility Agent for the
Lenders ("FACILITY AGENT"); and
(4) MITSUBISHI CORPORATION (UK) PLC, a company incorporated in England and
Wales (Reg No. 2214224) whose registered office is at Bow Bells House,
Bread Street, London EC4M 9BQ, in its capacity as Security Agent for the
Secured Parties ("SECURITY AGENT"); and
(5) PETRODRILL SIX LIMITED, a company incorporated under the laws of the
British Virgin Islands whose registered office is at Arias Fabrega and
Fabrega Trust Co. BVI Limited, 325 Waterfront Drive, Omar Hodge Building,
2nd Floor, Wickham's Cay, Road Town, Tortola, British Virgin Islands
("PETRODRILL SIX"); and
(6) PETRODRILL SEVEN LIMITED, a company incorporated under the laws of the
British Virgin Islands whose registered office is at Arias Fabrega and
Fabrega Trust Co. BVI Limited, 325 Waterfront Drive, Omar Hodge Building,
2nd Floor, Wickham's Cay, Road Town, Tortola, British Virgin Islands
("PETRODRILL SEVEN"); and
(7) PRIDE INTERNATIONAL, INC., a company incorporated under the laws of the
State of Louisiana, USA, of 5847 San Felipe, Suite 3300, Houston, Texas
77057, USA ("PRIDE"); and
(8) MARITIMA PETROLEO E ENGENHARIA LTDA., a company incorporated under the
laws of Brazil, of Avenida Almte. Barroso, 52 Gr 3400, Rio de Janeiro,
Brazil ("MARITIMA"); and
(9) AMETHYST FINANCIAL COMPANY LIMITED, a company incorporated under the laws
of the British Virgin Islands whose registered office is at Arias Fabrega
and Fabrega Trust Co. BVI Limited, 325 Waterfront Drive, Omar Hodge
Building, 2nd Floor, Wickham's Cay, Road Town, Tortola, British Virgin
Islands ("AMETHYST"); and
(10) WILMINGTON TRUST COMPANY, a company incorporated under the laws of
Delaware whose principal place of business is at Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001, in its capacity as
trustee for the holders of the Notes (as defined below) (together with its
successors and assigns, the "TRUSTEE"); and
(11) WILMINGTON TRUST COMPANY, a company incorporated under the laws of
Delaware whose principal place of business is at Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001, in its capacity as
collateral agent for the Trustee and the holders of the Notes (together
with its successors and assigns, the "COLLATERAL Agent"); and
SUPPLEMENTAL to (1) two loan agreements (providing for secured loan facilities
not exceeding US$160,000,000 and US$180,000,000, respectively, in connection
with the construction, equipping and mobilization by Petrodrill Six and
Petrodrill Seven of the semi-submersible drilling rigs t.b.n. "Amethyst 6" and
"Amethyst 7"), each dated 19 December 1999 and made between (in the case of the
US$160,000,000 loan facility) (a) MC1 and MC2, (b) Petrodrill Six, (c) the
Facility Agent and (d) the Security Agent and (in the case of the US$180,000,000
loan facility) (w) MC1 and MC2, (x) Petrodrill Seven, (y) the Facility Agent and
(z) the Security Agent (such two loan agreements being hereinafter sometimes
together called the "LOAN AGREEMENTS") and (2) all other documentation referred
to in the Loan Agreements.
WHEREAS:
A. The Additional Funding and Guarantee Agreement included certain provisions
to the following effect:
(1) Each Sponsor gave an undertaking to MC1 and MC2 that, on or prior to
the Bridging Loan Repayment Date, it would, in its Several
Proportion, make Sponsors' Funds available to the Borrowers in the
aggregate principal amount of US$100,000,000 (comprising
US$47,000,000 to be made available to Petrodrill Six and
US$53,000,000 to be made available to Petrodrill Seven).
(2) Each Sponsor severally guaranteed to MC1 the due and punctual
payment by MC2 of such Sponsor's Several Proportion of the Bridging
Loans (in all respects in accordance with the Bridging Loan
Agreement) and the payment of all interest in respect thereof
(including interest capitalized in accordance with the terms
thereof).
(3) MC2 gave each of the Sponsors an option (exercisable on the terms
and in the manner, and subject to the conditions, specified in the
Additional Funding and Guarantee Agreement) to require MC2 to
transfer to each Sponsor such Sponsor's
Several Proportion of the whole (but, save as provided in the
Additional Funding and Guarantee Agreement, not part only) of the
MC2 Participations.
(4) MC2 gave an undertaking to the Sponsors that any amounts received
and retained by MC2 from the Sponsors in respect of the exercise of
such options would be applied pro tanto in or towards repayment to
MC1 of the Bridging Loans.
B. Instead of arranging for a transfer to the Sponsors of the whole of the
MC2 Participations (as envisaged by Clause 3 of the Additional Funding and
Guarantee Agreement), the Sponsors have made arrangements for the whole of
the MC2 Participations to be transferred to Amethyst with effect from 1
November 1999 in consideration of the payment by Amethyst to MC2 of the
Transfer Price.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Unless the context otherwise requires or unless otherwise defined in this
Deed, words and expressions defined in the Loan Agreements shall have the
same meanings when used in this Deed. All of the parties hereto confirm
that they have, or have been supplied with, copies of the Loan Agreements.
1.2 Additionally, in this Deed, unless the context otherwise requires:
"EXISTING SECURITY AGREEMENT" means the Senior Secured Note Security and
Pledge Agreement dated as of 1 November 1999 by Amethyst in favor of the
Trustee and the Collateral Agent (attached hereto as Exhibit A).
"MC2 PARTICIPATIONS" shall have the same meaning as is given to this
expression in the Additional Funding and Guarantee Agreement (as amended
and restated as at 1 July 1999) made between MC1, MC2, Pride, Maritima,
Petrodrill Six and Petrodrill Seven.
"MITSUBISHI DOCUMENTS' means the documents listed on Schedule A to the
Existing Security Agreement, as the same may be amended, modified or
supplemented from time to time.
"NOTES" means the Senior Secured Notes due 2001 issued by Amethyst
pursuant to the Indenture dated as of 1 November 1999 among Amethyst, the
Trustee, Pride and Maritima.
"SECURITY DOCUMENTS" means the collateral documents and other agreements
entered into from time to time in connection with the Notes (including,
without limitation, the Existing Security Agreement) or the other
obligations of Amethyst incurred from time to time to fund, carry, refund
or refinance its interest in the MC2 Participations that are
secured by liens and security interests on the MC2 Participations, their
proceeds or the rights of Amethyst under the Mitsubishi Documents.
2. OPERATIVE PROVISIONS
2.1 This Deed shall take effect on the receipt (on an unconditional basis) by
MC1 of US$100,000,000 in cleared funds in its account No. 310-053-463 with
Bank of Tokyo-Mitsubishi Trust Company, 360 Madison Avenue, New York, NY
10017 (the "EFFECTIVE DATE").
2.2 Each of MC1, MC2, the Facility Agent and the Security Agent confirms that:
(1) it consents to (A) the pledge by Amethyst in favor of the Trustee
and the Collateral Agent, pursuant to the Existing Security
Agreement, of (i) an undivided 53% interest in the MC2
Participations and all of Amethyst's right, title and interest in
and to the Mitsubishi Documents, together with an undivided 53%
interest in and to all of Amethyst's right, title and interest in
and to all agreements, documents, notes, collateral documents and
instruments relating to the Mitsubishi Documents and the security
for the MC2 Participations, and (ii) all of Amethyst's right, title
and interest in and to all replacements, additions, accessions,
substitutions, repairs, proceeds and products relating to or from
all items described in Clause 2.2(1)(A)(i), whether now owned or
hereafter at any time acquired by Amethyst and wherever located, and
all documents, ledger sheets, files, books and records of Amethyst
relating thereto (proceeds hereunder include (a) whatever is now or
hereafter received by Amethyst upon the sale, exchange, collection,
or other disposition of any item of the collateral described in this
Clause 2.2(1)(A), (b) any property of the type described in this
Clause 2.2(1)(A) now or hereafter acquired by Amethyst with any
proceeds of such collateral hereunder and (c) any payments under any
insurance or any indemnity, warranty or guaranty, payable by reason
of loss or damage to or otherwise with respect to any of the
collateral described in this Clause 2.2(1)(A)) and (B) the pledge by
Amethyst of all or any portion of the MC2 Participations, their
proceeds or the rights of Amethyst under the Mitsubishi Documents
pursuant to any other Security Document;
(2) notwithstanding Clause 15.3 of the Loan Agreements, the Trustee, the
Collateral Agent or any other beneficiary under a Security Document
may, after the occurrence (and notification in writing to MC1, MC2,
the Facility Agent and the Security Agent by the Trustee, the
Collateral Agent or other beneficiary) of an Event of Default under
a Security Document (a "SECURITY DOCUMENT EVENT OF DEFAULT")
transfer (in accordance with, and subject to, the provisions of
Clause 15.4 of the relevant Loan Agreement, except to the extent
modified by this Deed to, among other things, eliminate the strict
requirement that the transferee be a Qualifying Lender, so that
references in such Clause 15.4 to Clause 15.3 of the relevant Loan
Agreement or to Qualifying Lender shall be read as so modified)
(in the case of the Trustee or Collateral Agent) all or any part of
53% of the MC2 Participations and the other collateral described in
Section 2.2(1)(A) and (in the case of any other beneficiary) all or
any part of the collateral pledged in accordance with Section
2.2(1)(B) (in either case, the "MITSUBISHI LOAN RIGHTS") to any
person that is a Qualifying Lender or to any other financial
institution incorporated in or controlled by persons residing in or
with a principal place of business in any country which is a member
of OECD managing or owning a minimum of $100 million in assets
according to its most recent quarterly balance sheet prepared under
generally accepted accounting principles applicable to such
institution (each, a "PERMITTED LENDER"), and each of MC1, MC2, the
Facility Agent and the Security Agent hereby agrees that, in the
event that the Trustee, the Collateral Agent or any other
beneficiary exercises its remedies under the Security Documents to
acquire or dispose of all or any part of the collateral described in
Clause 2.2(1) of this Deed to a Permitted Lender, the Facility Agent
(on its own behalf and on behalf of the other parties to the
relevant Loan Agreement), the Security Agent and MC1 shall
counter-sign appropriate Transfer Certificates for such transfer;
(3) it will enter into a deed of consent containing terms substantially
the same as this Deed in connection with any refinancing of the
Notes, any debt extended by a Permitted Lender or any other
obligation incurred by Amethyst from time to time to fund, carry,
refund or refinance its interest in the MC2 Participations, their
proceeds or the rights of Amethyst under the Mitsubishi Documents,
in each case, secured by the Security Documents;
(4) it hereby acknowledges, understands and agrees that each of the
Trustee, the Collateral Agent and any other beneficiary under the
Security Documents shall not have any obligation or duty to MC1,
MC2, the Facility Agent or the Security Agent under the Mitsubishi
Documents, the Security Documents or the other documents and
instruments related to the collateral described in Clause 2.2(1) of
this Deed and shall not be required to pay or perform any obligation
thereunder; and
(5) it hereby acknowledges, understands and agrees that all amounts held
for the benefit of, or paid directly to, the Trustee, any other
beneficiary under the Security Documents or Amethyst in accordance
with the Mitsubishi Documents, the other documents and instruments
related to the collateral described in Clause 2.2(1) of this Deed,
this Deed or the Security Documents (whether subsequently paid by
the Trustee to the holders of the Notes, held by the Trustee in
escrow or released to Amethyst) shall be held and paid free and
clear of all claims (including set-off) of MC1, MC2, the Facility
Agent or the Security Agent, whether under the Cross-Guarantee or
otherwise; and
(6) pursuant to Section 7(a) of the Existing Security Agreement, at all
times, whether or not a Security Document Event of Default shall
have occurred and be
continuing, only the Collateral Agent on behalf of the Trustee or
the Trustee directly shall be entitled to exercise any and all
voting and other consensual rights of Amethyst pertaining to the MC2
Participations and the Mitsubishi Documents.
2.3 PAYMENT OF THE MC2 PARTICIPATIONS
Amethyst hereby notifies MC1, MC2, the Facility Agent and the Security
Agent that:
(1) subject to Clause 2.3(2), until the Trustee shall have otherwise
notified MC1, MC2, the Facility Agent and the Security Agent in
writing that all Notes have been paid in full and that all liens and
security interests encumbering the MC2 Participations have been
released (in which case, payments will be made in the manner
directed by Amethyst), all interest, principal and other amounts
payable to Amethyst or its successors and assigns in respect of the
MC2 Participations shall be paid to the Trustee as such amounts
become due at its account number 49870-0 at Bankers Trust Company,
New York, New York, ABA number 0210-0002-1, or such other location
as the Trustee may notify them in writing; or
(2) if the Trustee shall have notified MC1, MC2, the Facility Agent and
the Security Agent that a Security Document Event of Default has
occurred and is continuing, 53% of all interest, principal and other
amounts payable to Amethyst or its successors and assigns in respect
of the MC2 Participations shall be paid to such other location in an
OECD country as the Trustee may notify them in writing and 47% of
such amounts shall be paid to such other location as Amethyst may
notify them in writing.
2.4 AGREEMENT TO PAYMENT PROCEDURE
The Facility Agent and the Security Agent agree to make payments in the
manner described in Clause 2.3 of this Deed.
2.5 BENEFIT OF FLOOR GUARANTEE
For the avoidance of doubt, each of the Sponsors and Amethyst hereby
confirms and agrees that Amethyst shall not, by virtue of the transfer to
Amethyst of the MC2 Participations or otherwise, have or acquire any right
or interest in the Floor Guarantee, the entire benefit of which is and
will remain vested in MC1 for its own account absolutely.
2.6 NOTICE AND ACKNOWLEDGMENT
Amethyst hereby notifies Petrodrill Six and Petrodrill Seven, and each of
Petrodrill Six and Petrodrill Seven hereby acknowledge receipt of notice,
of the granting by Amethyst in favor of the Trustee and the Collateral
Agent, pursuant to the Existing Security Agreement, of the security
interest in and to the collateral described in Clause 2.2(1).
2.7 NO BREACH OR EVENT OF DEFAULT
For the avoidance of doubt, each of MC1, MC2, the Facility Agent and the
Security Agent acknowledges, confirms and agrees that:
(1) notwithstanding Clause 11.1(vi) of the Loan Agreements, the
releases, discharges, waivers, modifications and amendments to the
Security Documents (as defined in the Loan Agreements) effected by
this Deed, the Deed of Release dated as of the date hereof among
MC1, MC2, Petrodrill Six, Petrodrill Seven, Pride, Maritima and
Amethyst, the Transfer Certificates dated as of the date hereof
relating to the transfer to Amethyst of the MC2 Participations and
all deeds and agreements executed prior to the date hereof with the
purpose of effecting releases, discharges, waivers, modifications
and amendments to the Additional Funding and Guarantee Agreement are
not, do not result in and will not result in a breach or Event of
Default under the Loan Agreements; and
(2) notwithstanding Clause 15.2 of the Loan Agreements, the collateral
assignment of the Deeds of Guarantee and Undertaking and
Subordinated Loan Facilities in favor of the Lenders in accordance
with the terms of the Mitsubishi Documents is not, does not result
in and will not result in a breach or Event of Default under the
Loan Agreements.
3. REPRESENTATIONS AND WARRANTIES
Each of the parties hereto (other than the Trustee and the Collateral Agent)
represents and warrants (severally as to itself) to each of the other parties
hereto as follows:
3.1 It is a company with limited liability duly organized and validly existing
under the laws specified on page 1 or (as the case may be) page 2 of this
Deed, possessing the capacity to sue or be sued in its own name, and it
has the power to own its assets and carry on its business as it is now
being conducted.
3.2 It has the power to enter into and perform this Deed and the transactions
contemplated hereby and has taken all necessary action to authorize the
entry into and performance of this Deed and the transactions contemplated
hereby in accordance with the terms hereof.
3.3 This Deed constitutes its legal, valid and binding obligations enforceable
in accordance with its terms and is in proper form for the enforcement in
all the courts of the country (and, where applicable, State) of its
incorporation or (as the case may be) establishment or (as the case may
be) registration.
3.4 The entry into, and performance of, this Deed and the transactions
contemplated hereby do not conflict with:
(1) any law or official requirement;
(2) its constitutional documents; or
(3) any agreement or document to which it is a party or which is binding
upon it or any of its assets,
and will not result in the creation or imposition of (or enforcement
of) any encumbrance on any of its assets.
4. NOTICES, ETC.
4.1 Each communication to be made hereunder shall be made in writing but,
unless otherwise stated, may be made by facsimile transmission or by telex
or by letter.
4.2 Any communication or document to be made or delivered by one person to any
other pursuant to this Deed shall (unless the one has by not less than
three (3) days' written notice to the other specified another address) be
made or delivered to that other person at the respective addresses and
facsimile numbers set out below.
(1) MC1:
Petro Dia Three S.A.
c/o Mitsubishi Corporation
6-3 Marunouchi 2-chome
Chiyoda-ku
Tokyo
Japan
Attention: General Manager, Ship &
Industrial Project Department
Fax No.: +81 3 3210 4446
(2) MC2:
Petro Dia Four S.A.
c/o Mitsubishi Corporation
6-3 Marunouchi 2-chome
Chiyoda-ku
Tokyo
Japan
Attention: General Manager, Ship &
Industrial Project Department
Fax No.: +81 3 3210 4446
(3) The Facility Agent:
Mitsubishi Corporation (UK) PLC
Bow Bells House
Bread Street
London EC4M 9BQ
Attention: General Manager, Machinery
Department
Fax No.: +44 171 822 0184
(4) The Security Agent:
Mitsubishi Corporation (UK) PLC
Bow Bells House
Bread Street
London EC4M 9BQ
Attention: General Manager, Machinery
Department
Fax No.: +44 171 822 0184
(5) Petrodrill Six:
Petrodrill Six Limited
c/o Petrodrill Engineering N.V.
K.P. van der Mandelelaan 38
3062 MB Rotterdam (Brainpark)
The Netherlands
Attention: Steve Assiter
Fax No.: +31 10 272 2727
(6) Petrodrill Seven:
Petrodrill Seven Limited
c/o Petrodrill Engineering N.V.
K.P. van der Mandelelaan 38
3062 MB Rotterdam (Brainpark)
The Netherlands
Attention: Steve Assiter
Fax No.: +31 10 272 2727
(7) Pride:
Pride International, Inc.
5847 San Felipe
Suite 3300
Houston, Texas 77057
USA
Attention: Robert Randall
Fax No.: +1 713 914 9796
(8) Maritima:
Maritima Petroleo e Engenharia Ltda.
Avenida Almirante Barroso 52
Grupo 3400
Rio de Janeiro
Brazil
Attention: German Efromovich
Fax No.: +55 21 220 6566
(9) Amethyst:
Amethyst Financial Company Limited
c/o Petrodrill Engineering N.V.
K.P. van der Mandelelaan 38
3062 MB Rotterdam (Brainpark)
The Netherlands
Attention: Steve Assiter
Fax No.: +31 10 272 2727
(10) The Trustee
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust Administration
Fax No.: (302) 651-8882
(11) The Collateral Agent
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust Administration
Fax No.: (302) 651-8882
4.3 Any notice given hereunder shall be deemed to have been received:
(1) If sent by facsimile transmission or by telex, at the opening of
business one (1) Banking Day after the day it was transmitted;
(2) In the case of a written notice lodged by hand, at the time of
actual delivery; and
(3) If posted, on the fifth Banking Day following the day on which it
was properly dispatched by first class mail postage prepaid.
5. GOVERNING LAW AND JURISDICTION
5.1 This Agreement shall be governed by and construed in accordance with
English law.
5.2 Each of the parties hereto irrevocably agrees that the English courts are
to have jurisdiction to settle any disputes which may arise out of or in
connection with this Agreement and that accordingly any suit, action or
proceedings ("PROCEEDINGS") arising out of or in connection with this
Agreement may be brought in such courts.
5.3 Each of the parties hereto hereby irrevocably waives any objection which
it may have now or hereafter to the laying of the venue of any Proceedings
in any such court as is referred to in Clause 5.2 and any claim that any
such Proceedings have been brought in an inconvenient forum, and further
irrevocably agrees that a judgment in any Proceedings brought in the
English courts shall be conclusive and binding upon the Borrower and may
be enforced in the courts of any other jurisdiction.
5.4 Nothing contained in this Clause shall limit the right of any of the
parties hereto to take proceedings in any other court of competent
jurisdiction, nor shall the taking of Proceedings in any one or more
jurisdictions preclude the taking of Proceedings in any other
jurisdiction, whether concurrently or not.
5.5 (1) MC1 and MC2 each irrevocably and unconditionally appoints and
empowers Mitsubishi Corporation (UK) PLC of Bow Bells House,
Bread Street, London EC4M 9BQ to receive for it and on its
behalf, service of process issued out of the English courts in
any Proceedings arising out of or in connection with this
Agreement.
(2) Petrodrill Six and Petrodrill Seven each irrevocably and
unconditionally appoints and empowers Hackwood Secretaries Limited
of One Silk Street, London EC2Y 8HQ to receive for it and on its
behalf, service of process issued out of the English courts in any
Proceedings arising out of or in connection with this Agreement.
(3) Pride, Maritima and Amethyst each irrevocably and unconditionally
appoints and empowers Hackwood Secretaries Limited of One Silk
Street, London EC2Y 8HQ to receive for it and on its behalf, service
of process issued out of the English courts in any Proceedings
arising out of or in connection with this Agreement.
(4) Each of the parties hereto (other than the Trustee, the Collateral
Agent, the Facility Agent and the Security Agent) irrevocably and
unconditionally:
(a) agrees to maintain in England a duly appointed process agent
notified to the other parties to this Agreement for the
purposes of paragraphs (1), (2) and (3) above;
(b) agrees that failure by any such process agent to give notice
of such process to it shall not impair the validity of such
service or of any judgment based thereon;
(c) consents to the service of process out of any of the said
courts in any such Proceedings by the airmailing of copies,
postage prepaid, to it at its address for the time being
applying for the purposes of Clause 4; and
(d) agrees that nothing herein shall affect the right to serve
process in any other manner permitted by law.
6. COUNTERPARTS
This Deed may be executed in any number of counterparts and by the
different parties hereto on different counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.
7. WAIVER; REMEDIES CUMULATIVE
No failure to exercise, and no delay in exercising on the part of any
party hereto, any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right,
power or privilege preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies
herein provided are cumulative and not exclusive of any rights or remedies
provided by law.
8. LANGUAGE
Each document referred to herein or to be delivered hereunder (including
financial statements) and each other communication shall be in the English
language.
IN WITNESS whereof the parties hereto have caused this Deed to be duly executed
and delivered as a deed the day and year first above written.
EXECUTION
EXECUTED and DELIVERED ) /s/ Y. MIYAMOTO
as a DEED by PETRO DIA )
THREE S.A. acting by its duly )
authorized signatory/attorney-in-fact )
in the presence of: ) /s/ Illegible
EXECUTED and DELIVERED ) /s/ Y. MIYAMOTO
as a DEED by PETRO DIA )
FOUR S.A. acting by its duly )
authorized signatory/attorney-in-fact )
in the presence of : ) /s/ Illegible
EXECUTED and DELIVERED ) /s/ Y. MIYAMOTO
as a DEED by MITSUBISHI )
CORPORATION (UK) PLC (in its )
capacity as Facility Agent) acting )
by its duly authorized signatory/ )
attorney-in-fact in the presence of: ) /s/ Illegible
EXECUTED and DELIVERED ) /s/ Y. MIYAMOTO
as a DEED by MITSUBISHI )
CORPORATION (UK) PLC (in its )
capacity as Security Agent) acting )
by its duly authorized signatory/ )
attorney-in-fact in the presence of: ) /s/ Illegible
EXECUTED and DELIVERED ) /s/ EARL W. MCNIEL
as a DEED by PETRODRILL )
SIX LIMITED acting by its duly )
authorized signatory/attorney-in-fact )
in the presence of: ) /s/ ROBERT W. RANDALL
EXECUTED and DELIVERED ) /s/ EARL W. MCNIEL
as a DEED by PETRODRILL )
SEVEN LIMITED acting by its duly )
authorized signatory/attorney-in-fact )
in the presence of: ) /s/ ROBERT W. RANDALL
EXECUTED and DELIVERED ) /s/ EARL W. MCNIEL
as a DEED by PRIDE )
INTERNATIONAL INC. acting by )
its duly authorized signatory/ )
attorney-in-fact in the presence of: ) /s/ ROBERT W. RANDALL
EXECUTED and DELIVERED ) /s/ GERMAN EFROMOVICH
as a DEED by MARITIMA )
PETROLEO E ENGENHARIA )
LTDA. acting by its duly authorized )
signatory/attorney-in-fact in the )
presence of: ) /s/ Illegible
EXECUTED and DELIVERED ) /s/ EARL W. MCNIEL
as a DEED by AMETHYST )
FINANCIAL COMPANY )
LIMITED acting by its duly )
authorized signatory/attorney-in-fact )
in the presence of: ) /s/ ROBERT W. RANDALL
EXECUTED and DELIVERED ) /s/ Illegible
as a DEED by WILMINGTON )
TRUST COMPANY (in its )
capacity as Trustee) acting by )
its duly authorized )
signatory/attorney-in-fact in the )
presence of: ) /s/ Illegible
EXECUTED and DELIVERED ) /s/ Illegible
as a DEED by WILMINGTON )
TRUST COMPANY (in its )
capacity as Collateral Agent) )
acting by its duly authorized )
signatory/attorney-in-fact in the )
presence of: ) /s/ Illegible