EXECUTION COPY
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RBF EXPLORATION CO.
AS ISSUER
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$200,000,000 SENIOR SECURED CLASS A1 NOTES
$50,000,000 SENIOR SECURED CLASS A2 NOTES
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THIRD SUPPLEMENTAL INDENTURE
AND AMENDMENT
DATED AS OF FEBRUARY 20, 2001
THE CHASE MANHATTAN BANK
AS TRUSTEE
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This THIRD SUPPLEMENTAL INDENTURE AND AMENDMENT ("Third Supplemental
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Indenture"), dated as of February 20, 2001 but effective as of the Effective
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Time (as hereinafter defined), is among RBF Exploration Co., a Nevada
corporation (the "Issuer"), BTM Capital Corporation, a Delaware corporation (the
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"Original Owner"), RBF Nautilus Corporation, a Delaware corporation (the "New
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Owner"), Nautilus Exploration Limited, a company incorporated in the Cayman
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Islands (the "Standby Purchaser"), R&B Falcon Deepwater (UK) Limited, a company
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incorporated in England and Wales (the "Lessee") and The Chase Manhattan Bank, a
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New York banking organization, as successor Trustee to Chase Bank of Texas,
N.A., as Trustee (the "Trustee").
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RECITALS
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WHEREAS, the Issuer and the Trustee entered into, among other things, a
Trust Indenture and Security Agreement, dated as of August 12, 1999 as
supplemented and amended by a certain Supplemental Indenture and Amendment dated
as of February 1, 2000 among the Issuer, the Original Owner and the Trustee, and
as further supplemented and amended by a certain Second Supplemental Indenture
and Amendment dated as of June 2, 2000 among the Issuer, the Original Owner, the
Standby Purchaser, the Lessee and the Trustee (as may be further amended, the
"Indenture"); and
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WHEREAS, the Indenture provides that the Original Owner shall take
appropriate action on or before February 28, 2001 to transfer all of its right,
title and interest in the Drilling Rig (as defined in the Indenture) to another
entity; and
WHEREAS, the Original Owner, the New Owner, the Issuer, the Standby
Purchaser, the Lessee, RBF II Exploration Inc., a Nevada corporation, and the
Trustee contemporaneously herewith will enter into an Assignment and Assumption
Agreement ("Assignment and Assumption Agreement") whereby the Original Owner
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shall in consideration of the New Owner assuming the Original Owner's
obligations under those Project Documents to which the Original Owner is a
party, as provided for and set forth in the Assignment and Assumption Agreement,
transfer all of its right, title and interest in, among other things, the
Drilling Rig to the New Owner, such transfer of the Drilling Rig to be evidenced
by a Xxxx of Sale executed by the Original Owner ("Xxxx of Sale"); and
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WHEREAS, in connection with the execution and delivery of the Assignment
and Assumption Agreement, the Xxxx of Sale and this Third Supplemental
Indenture, the Original Owner, New Owner and Trustee contemporaneously herewith
will enter into an Assignment, Third Amendment and Supplement to First Naval
Mortgage ("Addendum" and together with the Assignment and Assumption Agreement,
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the Xxxx of Sale and any other agreements listed on Exhibit A hereto, the "New
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Owner Transaction Documents"); and
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WHEREAS, Section 13.8 of the Indenture provides that the Indenture may be
amended or supplemented subject to the provisions of Article 11 thereof; and
WHEREAS, the Performance Bond (as defined in the Indenture) has expired by
its terms and the Trustee has returned the Performance Bond to the Sureties (as
defined in the Indenture); and
WHEREAS, pursuant to Section 11.2 of the Indenture, each of the Note
Holders have consented to the Trustee entering into this Third Supplemental
Indenture and each other New Owner Transaction Document to which the Trustee is
a party; and
WHEREAS, the Issuer, the Original Owner, the New Owner, the Standby
Purchaser, the Lessee and the Trustee (the "Parties") now desire, with the
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consent of each of the Note Holders, to amend and supplement the Indenture to
consent to and provide for the transactions above described and to allow for and
make the New Owner a party thereto;
NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Parties covenant and agree for the
equal and proportionate benefit of the respective Note Holders as follows:
ARTICLE I
GENERAL
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Section 1.01. This Third Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be construed
in connection with and as part of, the Indenture for any and all purposes. From
the Effective Time, in accordance with Section 13.8 and Article 11 of the
Indenture, and by executing and delivering this Third Supplemental Indenture,
the Parties whose signatures appear below are subject to all of the provisions
of the Indenture and this Third Supplemental Indenture.
Section 1.02. Capitalized terms not otherwise defined herein shall have
the respective meaning ascribed thereto in the Indenture.
ARTICLE II
TRUSTEE CONSENTS
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Section 2.01. With the express written consent of each of the Note
Holders and the Liquidity Provider (Swiss Re), the Trustee hereby consents, to
the extent required by the provisions of the Indenture (including, without
limitation, the provisions of Section 4.01 of the Supplemental Indenture), to
the execution and delivery by the Parties thereto of each of the New Owner
Transaction Documents.
Section 2.02. With the express written consent of each of the Note
Holders and the Liquidity Provider (Swiss Re), the Trustee hereby consents to
the transfer of the Drilling Rig by the Original Owner to the New Owner pursuant
to the Assignment and Assumption Agreement subject to the existing security
interests and liens in favor of the Trustee under the Indenture, the First
Preferred Ship Mortgage and the Second Naval Mortgage dated June 2, 2000 in
favor of Sovereign Corporate Limited.
ARTICLE III
NEW OWNER SECURITY INTEREST
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Section 3.01. To secure the prompt and complete payment of the
principal of, and interest and any applicable Make-Whole Amount on, all of the
Notes issued and delivered and Outstanding, the payment of all other sums owing
under the Indenture and under all other Project Documents (the "Project
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Indebtedness") and the performance of the covenants contained in the Indenture
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and in all other Project Documents, and in consideration of the premises and of
the covenants contained herein and the sum of One Dollar ($1.00) paid by the
Trustee to the New Owner at or before the delivery hereof, the receipt and
sufficiency whereof are hereby acknowledged, the New Owner does hereby
acknowledge, ratify and confirm all security interests heretofore granted
pursuant to the First Preferred Ship Mortgage and the Indenture in the following
described Properties and, in furtherance thereof, has also hereby granted,
bargained, sold, conveyed, assigned, transferred, mortgaged, affected, pledged,
set over, confirmed, granted a continuing security interest in, and hypothecated
and does hereby grant, bargain, sell, convey, assign, transfer, mortgage,
affect, pledge, set over, confirm, grant a continuing security interest to the
Trustee and to any co-trustee or separate trustee hereafter acting pursuant to
the Indenture, and to their respective successors and assigns in trust forever
(subject to Section 12.1 of the Indenture), all of its right, title and interest
in, to and under the following described Properties whether now owned, existing
or hereafter acquired or arising (all of such Properties, including without
limitation all properties hereafter specifically subjected to the liens of the
Indenture by any indenture supplemental thereto to which the New Owner has
consented in writing, being hereinafter collectively referred to as the "New
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Owner Trust Estate"):
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(a) the Equipment and the Drilling Rig;
(b) all accounts and General Intangibles (including, without
limitation, the Operation and Maintenance Agreement and all instruments,
chattel paper, documents, deposit accounts and investment property now
owned or hereafter acquired) together with any amendments or modifications
to the foregoing;
(c) any insurance proceeds (other than insurance proceeds payable to
the New Owner under liability policies for tort, environmental and similar
liabilities), condemnation proceeds and the accounts, issues, profits,
products, revenues and other income of and from the Drilling Rig and/or the
Equipment and all the estate, right, title and interest of every nature
whatsoever of the New Owner in and to the same and every part thereof; and
(d) all proceeds and products of any of the foregoing.
This security interest is granted under and pursuant to the Indenture and
all of the New Owner Trust Estate is and shall be considered a part of the
Collateral and the Trust Estate under and pursuant to the Indenture and this
Third Supplemental Indenture for all intents and purposes. Subject to the
provisions of Article IV and Article VI hereof, all of the terms and conditions
of the Indenture with respect to the Collateral and the Trust Estate shall apply
to the New Owner Trust Estate. Specifically and in this connection the
provisions of Sections 7.4 through and including 7.12 of the
Indenture apply to the New Owner Trust Estate and, subject to the provisions of
Article VI hereof, the provisions of such Sections with respect to the "Issuer"
apply equally to the New Owner.
ARTICLE IV
NEW OWNER COVENANTS
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Section 4.01. Notwithstanding any of the foregoing consents or any other
provisions hereof, the New Owner agrees to comply with all the terms and
provisions of the Indenture applicable to the Original Owner (in its capacity as
Independent Owner under the Supplemental Indenture and in its capacity as Owner
under the Second Supplemental Indenture) and hereby assumes all duties,
obligations and liabilities of every kind and character of the Original Owner
(in the capacities aforesaid) under the Indenture, whether or not attributable
to periods of time before or after the Effective Time, and all references in the
Indenture to the Additional Trust Estate shall be deemed to refer to the
Collateral.
Section 4.02. The New Owner hereby assumes and agrees to pay as and when
due the Project Indebtedness. The New Owner agrees that any and all payments
and other proceeds paid or payable from or under the New Owner Trust Estate
shall be paid into the Collection Account established under Section 4.3 of the
Indenture and applied as provided therein. Notwithstanding the foregoing, the
Issuer remains fully and completely liable to pay the Project Indebtedness as
and when due.
Section 4.03. Until 367 days have elapsed following payment and
satisfaction of all Notes, the New Owner shall not change its legal structure to
anything other than a corporation and shall observe the applicable legal
requirements for the recognition of the New Owner as a legal entity separate and
apart from its stockholders and their Affiliates, the Original Owner and its
Affiliates and the Issuer and its Affiliates (collectively, the "Associated
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Entities"), including, without limitation, compliance with the following:
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(a) the New Owner shall maintain separate corporate records, books of
account and financial statements (each of which shall be sufficiently full
and complete to permit a determination of the New Owner's assets and
liabilities and to permit a determination of the obligees thereon and the
time for performance on each of the New Owner's obligations) from those of
any of the Associated Entities;
(b) the New Owner shall not commingle any of its assets or funds with
those of any of the Associated Entities;
(c) the board of directors of the New Owner shall be elected
independently from the board of directors of any of the Associated Entities
and shall at all times include at least one independent director (except in
the case of death, incapacity, resignation or removal, and in any such case
said independent director shall be promptly replaced) from each of the
Associated Entities;
(d) the board of directors and stockholders of the New Owner shall
hold all regular and special meetings appropriate to authorize corporate
actions. Regular meetings of directors will be held at least annually. The
board of directors may act from time to time through one or more committees
of the board in accordance with the New Owner's by-laws. Appropriate
minutes of all meetings of board of directors (and committees thereof) and
of the stockholders' meetings shall be kept by the New Owner;
(e) the New Owner shall act solely in its own corporate name and
through its own authorized officers and agents. None of the Associated
Entities shall be appointed agent of the New Owner other than as permitted
or required by the Project Documents;
(f) the New Owner shall at all times hold itself out to the public
under the New Owner's own name as a legal entity separate and distinct from
any of the Associated Entities (the foregoing to include, but not be
limited to the use of materially separate and distinct letterhead);
(g) all financial reports prepared by the New Owner shall comply with
GAAP and shall be issued separately from any reports prepared for any of
the Associated Entities; and
(h) if required by GAAP, the financial reports of each of the
Associated Entities shall disclose the separateness of the New Owner and
that the Collateral is owned by the New Owner and is not available to
creditors of any of such Associated Entities.
Section 4.04. The New Owner agrees to not enter into, and is currently
not a party to, any contract or agreement other than the New Owner Transaction
Documents and that certain Facilitation Agreement dated as of February 20, 2001
(the "Facilitation Agreement") among New Owner, X.X. Management Corporation and
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Parent; provided that, the New Owner may become a party to any amendment or
supplement to, or other agreement contemplated by, the Facilitation Agreement or
any Project Document that is entered into in accordance with the terms of such
Facilitation Agreement or Project Document.
ARTICLE V
AMENDMENTS TO INDENTURE
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Section 5.01. Section 1.1 of the Indenture is hereby amended by adding
the following new definitions where alphabetically appropriate, which read in
their entirety as follows:
Addendum shall have the meaning given in the Third Supplemental Indenture.
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New Owner means RBF Nautilus Corporation, a Delaware corporation.
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New Owner Party means New Owner, any shareholder of New Owner or any
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Affiliate of any of the foregoing.
Original Owner means BTM Capital Corporation, a Delaware corporation.
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Third Supplemental Indenture means the Third Supplemental Indenture and
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Amendment dated as of February 20, 2001 among Issuer, Original Owner, New Owner,
Standby Purchaser, Lessee and Trustee.
Section 5.02. (a) Section 1.1 of the Indenture is hereby amended by
replacing the following defined terms with the definitions herein stated, which
read in their entirety as follows:
Project Documents means both the Project Documents previously defined in
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the Indenture together with the New Owner Transaction Documents defined in the
Third Supplemental Indenture.
(b) The definition of "First Preferred Ship Mortgage" shall be deemed to
include the Addendum.
Section 5.03. Clauses (b), (j) and (q) of Section 7.1 of the Indenture are
hereby amended respectively to hereafter read in their entirety as follows:
"(b) any representation, warranty or certification at any time made or
deemed made herein or in any other Project Document by the Issuer, Parent,
New Owner, Lessee, Standby Purchaser or Lessor, or any certificate
furnished to any Purchaser or other holder of any Note or the Trustee
pursuant to the provisions hereof or any other Project Document, shall
prove to have been false or misleading as of the time made or furnished in
any material respect; or"
"(j) Parent, SDDI, Royal Dutch Shell, RBF II, New Owner (but only with
respect to (d), (e) or (f)), Sovereign, Lessor Parent, the Standby
Purchaser (at any time that Sovereign or the Standby Purchaser is a party
to the Hire Purchase Agreement or has title to the Drilling Rig) or the
Lessee takes, suffers or permits to exist with respect to itself any of the
events or conditions of the type referred to in paragraphs (d), (e), (f) or
(i) hereof; or"
"(q) Any default occurs in the covenants or obligations of the (i) New
Owner under the Indenture (including, without limitation, the Supplemental
Indenture, the Second Supplemental Indenture and the Third Supplemental
Indenture), the First Preferred Ship Mortgage or the Deed of Proceeds or
(ii) Standby Purchaser or the Lessee under the Second Supplemental
Indenture, the Deed of Proceeds or, with respect to the Standby Purchaser,
any other Standby Purchaser Document or, with respect to the Lessee, any
other Lessee Document (iii) Lessor under the Deed of Proceeds or (iv) the
Trustee receives a notice from the New Owner pursuant to the second
sentence of Section 4.02(a)(E) of the Supplemental Indenture; and, for the
avoidance of doubt, the occurrence and continuation of a Termination Event
under the Lease shall not of itself constitute an Indenture Event of
Default unless the event or condition giving rise to the Termination Event
is also stated to be a default under this Indenture or such Termination
Event creates an Indenture Event of Default under the Indenture."
Section 5.04. Section 13.3 of the Indenture is amended by adding the
following notice provision following the mail address of the Trustee:
If to the New Owner:
RBF Nautilus Corporation
c/o X.X. Management
X.X. Xxx 0000
Xxxxxx, XX 00000
Section 5.05. Each and every reference to the term "Owner" in Sections
9.01, 9.02 and 10.03 of the Second Supplemental Indenture shall be deemed to
include the New Owner.
ARTICLE VI
CERTAIN ADDITIONAL AGREEMENTS
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Section 6.01 Nothing in Article IV or elsewhere in this Third
Supplemental Indenture shall relieve the Issuer from any of the covenants and
obligations of the Issuer under and pursuant to the Indenture as amended and
supplemented hereby and notwithstanding the ownership of the Drilling Rig by the
New Owner, the Issuer remains fully responsible and liable (including, without
limitation, as if it was the owner of the Drilling Rig) for the performance and
compliance with all covenants and obligations of the Issuer under the Indenture
as amended and supplemented hereby and the First Preferred Ship Mortgage.
Further, the Issuer hereby covenants and agrees to perform all of the
obligations of the New Owner under the Indenture as supplemented and amended
hereby, the First Preferred Ship Mortgage and under all other Project Documents.
Section 6.02 Immediately upon the Effective Time, the Original Owner is
discharged from all liabilities and obligations with respect to the Indenture
and any other Project Documents, other than accrued and then existing defaulted
obligations. Notwithstanding the foregoing, the Original Owner (including,
without limitation, its officers, directors, stockholders and subscribers for
capital stock) retains a non-exclusive right to indemnity, compensation and
insurance against protection and indemnity risks to the extent provided in the
Indenture insofar as they relate to events occurring on or prior to the
Effective Time.
Section 6.03 No party (other than the New Owner itself) to this Third
Supplemental Indenture shall have any claim, remedy or right to proceed against
any incorporator or any past, present or future subscriber to the capital stock
of, or stockholder, officer or director of, X.X. Management Corporation or the
New Owner (each such person being a "Protected Entity") with respect to any
obligations under any of the Project Documents, whether by virtue of any
constitutional provision, statute or rule of law or by enforcement of any
penalty or assessment or otherwise, in respect of any claim it might have
against the New Owner or in respect of any act or omission of a Protected
Entity, and any such Protected Entity may rely on this Section 6.03 to that
extent.
ARTICLE VII
CONDITIONS TO EFFECTIVENESS
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Section 7.01. This Third Supplemental Indenture shall become effective
upon the date and time (the "Effective Time") that is the later of (a) the date
of its execution and delivery of this Third Supplemental Indenture by each of
the Issuer, the Owner, the New Owner, the Standby Purchaser, the Lessee and the
Trustee and (b) the date that all of the following conditions (with each
document referenced being in form and substance satisfactory to the Trustee)
have been completed:
(a) each of the New Owner Transaction Documents have been executed and
delivered by all parties thereto;
(b) the representations and warranties set out in the Assignment and
Assumption Agreement are true and correct in all material respects;
(c) each of the RBF Parties, the New Owner, the Lessee and the Standby
Purchaser shall have performed and complied with and shall continue to be
in compliance with all of the Project Documents to which each is a party ;
(d) all necessary or appropriate financing statements and other filing and
recording documents necessary to properly perfect the liens and security
interests evidenced by the Indenture and each of the New Owner Transaction
Documents which grants a lien, security interest or assignment in favor of
the Trustee shall have been executed and delivered to the Trustee;
(e) opinions of counsel from each of Ropes & Xxxx, Gardere Xxxxx Xxxxxx &
Xxxxx, L.L.P., General Counsel of R&B Falcon Corporation and its
subsidiaries, Xxxxxx Xxxxxx & Xxxxxxxx, Xxxxxx Xxxx, Xxxxxxx Xxxxxx, LLP,
Xxxxxx & Calder Europe, Xxxxx Xxxxxxxxxx LLP and Xxxxxxxxx & Xxxxxxxxx
shall have been delivered to the Note Holders and the Trustee;
(f) a letter shall have been received by the Trustee from Standard and
Poor's Rating Services, a division of The McGraw Hill Companies, Inc.,
confirming the rating of the Class A1 Notes as AA or better, and a letter
shall have been issued by the Trustee from Duff & Xxxxxx Credit Rating Co.
confirming the rating of the Class A1 Notes as AA or better and the rating
of the Class A2 Notes as BBB+ or better;
(g) appropriate UCC searches shall have been received by the Trustee
establishing that the security interest granted pursuant to Article III of
this Third Supplemental Indenture is first priority;
(h) a certificate or certificates shall have been received by the Trustee
from appropriate insurance brokers reflecting that all insurance remains in
full force and effect after giving effect to this Third Supplemental
Indenture and the other New Owner Transaction Documents; and
(i) the Issuer shall have paid the reasonable fees, charges and
disbursements of special counsel to each of the Class A1 Note Holders, the
Class A2 Note Holders, Credit Support Parties, the Trustee, the Proceeds
Account Bank and of special United Kingdom Counsel to all of the Class A1
Note Holders, the Class A2 Note Holders and Credit Support Parties;
provided that such fees are reflected in a statement of each such counsel
rendered to the Issuer at least one Business Day prior to the date hereof.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
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Section 8.01. Except as expressly amended and supplemented hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This
Third Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Note Holder heretofore or hereafter authenticated and
delivered under the Indenture shall be bound hereby and all terms and conditions
of the Indenture as amended by the Supplemental Indenture, the Second
Supplemental Indenture and this Third Supplemental Indenture shall be read
together as though they constitute a single instrument.
Section 8.02. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Third Supplemental Indenture. This
Third Supplemental Indenture is executed and accepted by the Trustee subject to
all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.
Section 8.03. THE GOVERNING LAW AND SUBMISSION TO JURISDICTION PROVISIONS
OF THE INDENTURE, INCLUDING BUT NOT LIMITED TO THE APPLICATION OF THE LAWS OF
THE STATE OF NEW YORK, SHALL ALSO GOVERN AND BE USED TO CONSTRUE AND ENFORCE
THIS THIRD SUPPLEMENTAL INDENTURE. For this purpose the term "Issuer" in
Sections 13.4(b), 13.4(d) and 13.4(e) of the Indenture shall also be deemed to
include the New Owner.
Section 8.04. The Issuer represents, warrants and reaffirms that each of
the representations and warranties contained in Article 5 of the Note Purchase
Agreements were correct in all material respects as of the date such
representations and warranties were made and are correct in all material
respects as of the date hereof.
Section 8.05. All rights of the Trustee and security interests hereunder,
and all obligations of the New Owner hereunder, shall be absolute and
unconditional irrespective of:
(a) any lack of validity or enforceability of any of the Project
Documents or any other agreement or instrument relating thereto (other than
against the Trustee);
(b) any change in the time, manner or place of payment of, or in any
other term
of, all or any of the obligations under the Project Documents, or any other
amendment or waiver of or any consent to any departure from the Project
Documents or any other agreement or instrument relating thereto;
(c) any exchange, release or non-perfection of any collateral, or any
release of any party liable on the Project Indebtedness, or amendment or
waiver of or consent to any departure from any guaranty for all or any of
the obligations under the Project Documents;
(d) any change in the number or identity of the Lessee, the Issuer,
the Original Owner or the Standby Purchaser; or
(e) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, the New Owner.
Section 8.06. The Parties may sign any number of copies of this Third
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.
[NEXT PAGE IS SIGNATURE PAGE]
IN WITNESS WHEREOF, the Parties hereto have caused this Third Supplemental
Indenture to be duly executed as of the Effective Time.
ATTEST: RBF EXPLORATION CO.
By /s/ XXXX X. XXXXX
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Name: Name: Xxxx X. Xxxxx
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Title: Title: Vice President
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ATTEST: RBF NAUTILUS CORPORATION
By /s/ R. XXXXXXX XXXXXXXXX
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Name: Xxxx Olweri Name: R. Xxxxxxx Xxxxxxxxx
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Title: Vice President Title: Treasurer
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ATTEST: BTM CAPITAL CORPORATION
By /s/ XXXXX X. XXXXXX
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Name: Name: Xxxxx X. Xxxxxx
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Title: Title: President and CEO
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ATTEST:/s/ X.X. XXXXXXX NAUTILUS EXPLORATION LIMITED
By /s/ XXXX XXXX
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Name: X.X. Xxxxxxx Name: Xxxx Xxxx
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Title: Solicitor Title: Attorney in Fact
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ATTEST: /s/ XXXXX XXXXX R&B FALCON DEEPWATER (UK) LIMITED
By /s/ XXXXX XXXXXX
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Name: Xxxxx Xxxxx Name: Xxxxx Xxxxxx
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Title: Trainee Solicitor Title: Attorney in Fact
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ATTEST: /s/ XXXX X. XXXXX THE CHASE MANHATTAN BANK
By /s/ XXXXX X. XXXXX
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Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxx
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Title: Assistant Vice President Title: Vice President and Trust Officer
And Trust Officer ---------------------------------
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Exhibit A
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List of New Owner Transaction Documents
1. Third Supplemental Indenture
2. Assignment and Assumption Agreement
3. Xxxx of Sale
4. Addendum
5. Assignment and First Addendum to Second Naval Panamanian Mortgage
6. Acknowledgment of Rig Ownership and Ratification of Operation and
Maintenance Agreement
7. Supplemental Agreement by Sovereign to Lessee dated February 20, 2001
8. Supplemental Account Mandate Letter
9. Supplemental Lessor Support Letter
1
