EXHIBIT 10.25(F)
NOVATION AGREEMENT
THIS DEED (THE "NOVATION AGREEMENT") is made the 9th day of December, 1998
between:
(1) TDI-HALTER, LIMITED PARTNERSHIP, a Louisiana limited partnership (the
"Builder"), whose principal office is at 1601 South Childers Road, Orange,
Texas 77631;
(2) PETRODRILL OFFSHORE, INC. (formerly PETRODRILL CONSTRUCTION INC.) (the
"PURCHASER"), a corporation organised under the laws of Bahamas, whose
principal office is at Suite 205, Saffrey Square, P.O. Box N8188, Nassau,
Bahamas; and
(3) PETRODRILL FOUR LIMITED (the "NEW PURCHASER") a limited company organised
under the laws of British Virgin Islands, whose registered office is at
Arias Fabrega & Fabrega, Omar Hodge Building, 2nd Floor, Wickams City,
Tortola, British Virgin Islands.
(together referred to as the PARTIES)
Whereas
(A) Builder and the Purchaser are parties to an agreement relating to
the construction and sale of a dynamic positioned semi-submersible
drilling vessel with Builder's Hull No. 1828 dated 9 April 1998
(including any amendments included in the associated memorandum,
meeting minutes and/or side letters made from time to time thereto
(herein called the "AGREEMENT") which expression shall mean the said
Agreement as transferred by this Novation Agreement.
(B) The parties hereto have agreed that in consideration for entering
into this Novation Agreement the Purchaser may transfer to the New
Purchaser its rights and obligations under the Agreement upon the
terms and subject to the conditions set out herein.
Now it is agreed as follows:
(1) Terms and expressions defined in the Agreement shall, unless the context
otherwise requires, have the same meanings when used in this Novation
Agreement.
(2) Upon and with effect from the date of this Novation Agreement and subject
to clause 6 of this Novation Agreement, Purchase does hereby transfer to
the New Purchaser all of its obligations, liabilities, rights, title and
interest in and to the Agreement. Upon and with effect from the date of
this Novation Agreement, the Purchaser releases and discharges and agrees
to release and discharge the Builder from the various covenants,
undertakings, warranties and other obligations contained in the Agreement
which are enjoyed by the Purchaser, and from all claims and demands
whatsoever arising out of or in respect of the Agreement whether prior to,
on or subsequent to the date of this Novation Agreement.
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(3) Upon and with effect from the date of this Novation Agreement and subject
to clause 6 of this Novation Agreement, the New Purchaser accepts and
agrees to accept the transfer of all liabilities and obligations of the
Purchaser under the Agreement (whether now existing or hereafter arising)
and agrees to perform all the duties and to discharge all the liabilities
and obligations of the Purchaser under the Agreement (whether now existing
or hereafter arising).
(4) Upon and with effect from the date of this Novation Agreement, the Builder
agrees to perform all its duties and to discharge all of its obligations
under the Agreement and to be bound by all the terms and conditions of the
Agreement in every way as if the New Purchaser were named in the
Agreement as a party ab initio in place of the Purchaser. Without limiting
the generality of the foregoing, the Builder acknowledges and agrees that
the New Purchaser shall have the right to enforce the Agreement and pursue
all claims and demands (future or existing) whatsoever arising out of or
in respect of the Agreement. The New Purchaser agrees and acknowledges
that Builder's satisfactory performance of any obligation under the
Agreement for the benefit of the Purchaser shall be deemed to satisfy the
Builder's obligations to perform the obligations for the New Purchaser.
(5) The New Purchaser confirms that it has received a copy of the Agreement
and that it is familiar with the terms thereof.
(6) Notwithstanding the above clauses it shall be a condition precedent to
this Novation Agreement that the Purchaser shall provide to the Builder a
Guarantee in the form attached in the schedule hereto, and this Novation
Agreement shall not become effective until the Guarantee is provided by
the Purchaser to the Builder in the form that appears in the schedule.
(7) Each Party shall take all steps, execute all documents and do everything
reasonably required by any other Party to give effect to the transactions
contemplated by this Novation Agreement provided that the Purchaser and
the New Purchaser shall jointly and severally reimburse the Builder on a
full indemnity basis for all reasonable costs and expenses (including
legal fees) incurred by the Builder pursuant to this Clause 7 or otherwise
howsoever in connection with the negotiation and execution of this
Novation Agreement.
(8) The construction, validity and performance of this Novation Agreement
shall be governed by English Law. Any claim, difference or dispute which
may arise out of this Novation Agreement shall be decided by the
commercial Court of the Queen's Bench Division of the High Court of
England and Wales to whose exclusive jurisdiction the parties whereto
agree.
Nothing contained in this Novation Agreement shall waive any rights or
remedies of the Builder under the Agreement including without limitation
any rights or remedies related to any default under the Agreement or any
event, act or omission which with the passing of time or the giving of
notice would constitute a default under the Agreement.
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SIGNED by TDI-HALTER LIMITED PARTNERSHIP
on behalf of the BUILDER in the presence of: /s/ Illegible
SIGNED by PETRODRILL OFFSHORE, INC.
on behalf of the PURCHASER in the presence of: /s/ Illegible
SIGNED by PETRODRILL FOUR LIMITED
on behalf of the NEW PURCHASER in the presence of: /s/ Illegible
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