Exhibit 10.33
Amendment No. 1 to
International Daywork Exploration Drilling Services Contract
THIS AMENDMENT NO. 1 dated the 21st day of October, 1998, is made between
Challenger Oil Services, PLC, a company organized under the lays of England and
formally registered to conduct business under the laws of the Republic of
Kazakstan (hereinafter called "Contractor"), and Karakudukmunay JSC, a
joint-stock company organized under the laws of the Republic of Kazakstan, with
an office located at District 3, Building 82, Aktau, Kazakstan (hereinafter
called "Operator").
WHEREAS, Operator and contractor entered into that certain International Daywork
Exploration Drilling Services contract - Land dated April 7, 1998, (hereinafter
called the "Contract") providing for the furnishing by Contractor for drilling
operations in the Republic of Kazakstan of a Cabot 900 drilling rig named
Challenger No. 23; and
WHEREAS, at Operator's request Contractor has agreed to make certain changes in
the Drilling Contract and Operator and Contractor with to amend the Contract to
reflect these changes;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements set forth below, Operator and Contractor agree as follows:
1. References in the Contract to the "Drilling Unit" shall no longer mean the
Cabot 900 rig named Challenger No. 23, but shall instead refer to the
Kremco 900 rig, also to be called Challenger No. 23.
2. Art. 606 of the Contract is hereby amended to change the words "Port of
Houston" to read instead "Railway Station in Wola Baranowska, Poland". Ant.
606 is further amended to add the following sentence to the end of the
present Art. 606:
"From and after the date and time that the Drilling Unit is
ready to depart the railway Station at Wola Baranowska,
Poland, and both Parties agree in writing, the Operator shall
pay the Contractor the sum of $4,000 per day up to the date
and time the Drilling Unit actually departs the Railway
Station at Wola Baranowska, Poland."
3. Art. 709 and Appendix A of the Contract are amended to change the Moving
Rate to a lump sum amount of $30,112 per move within the Karakuduk field.
Any delays beyond 48 hours, which are due to circumstances outside the
control of the Contractor shall be charged to the Operator on a daily basis
at the Stand-By Rate With Crew.
4. Contractor's dayrates are based on a cost build up for personnel assuming
the use of some North American expatriates by Contractor. It is agreed that
if Contractor uses non-North American personnel at any time in any position
in which Contractor had originally planned to use North American personnel,
and if Contractor thereby realizes a cost reduction, then one half of such
cost reduction shall be credited to Operator against dayrates payable by
Operator under the drilling Contract.
5. It is hereby agreed that Appendix B attached to the Contract shall be
replaced for all purposed by the Appendix B, which is attached to this
Amendment.
6. Art. 710 of the Contract is hereby amended to read as follows:
"710 Standby Rate without Crews
The Standby Rate without Crews shall be the rate so stated in Appendix A.
If thirty (30) days shall elapse after the Drilling Unit has arrived at
Kazakstan without Operator having given the two weeks notice provided for
in Art. 101 (a) hereof, then beginning on the thirty-first (31st) day and
continuing until the Drilling Rig has arrived at Operator's first drilling
location and is ready to commence the rigging up, Operator shall pay to
Contractor the Standby Rate without Crews."
7. The Contractor, with the written approval of the Operator, has the right
under the Contract, to import into or acquire within the Republic of
Kazakstan, any and all additional machinery, spare parts, and other
equipment required to properly fulfill the Contractor's obligations to the
Operator under the Contract, as amended. Operator shall be responsible for
obtaining permits and licenses and clearing customs for such items in the
country in which the Operating Area is located, as well as all related
charges such as customs duties, excise duties, sales taxes, value added
taxes, clearing agent's fees, port clearances, pilotage, other similar
fees, handling charges and port duties.
8. Challanger Oil Services, PLC, in executing the terms of the Contract, will
be acting as a subcontractor to Karakudukmunay, JSC (KKM), in accordance
with Clause 9.2 (Customs) of KKM's "Agreements for Exploration,
Development, and Production of Oil in Karakuduk Oil Field in Mangistau
Oblast of the Republic of Kazakstan Between the Government of the Republic
of Kazakstan and Karakuduk Munai, Joint Stock Company."
9. At the end of the Contract term, the Operator shall have the option to
purchase the Challenger No. 23 rig at a price mutually agreed upon, in
writing, by both the Contractor and the Operator. Notwithstanding any other
provision included in the Contract, the purchase price of the Challenger
No. 23 rig shall not be subject to or determined by any form of arbitration
proceedings, but must be agreed upon solely by the Contractor and Operator
in writing.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AMENDMENT NO. 1 ON THE
DAY AND YEAR FIRST ABOVE WRITTEN.
Karakudukmunay, Inc.
By: /s/ N.D. Klinchev By: /s/ Jay McGee
------------------------------ ----------------------------
Title: General Director Title: General Director
On behalf of CONTRACTOR
Challenger Oil Services, PLC
By: /s/ Y.S. Tatanaki
- ----------------------------------
Title: General Manager