EXHIBIT 10.1
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OVERALL AGREEMENT
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11 APRIL 2001
between
SANTA FE INTERNATIONAL CORPORATION
- and -
PPL SHIPYARD PTE. LTD.
THIS OVERALL AGREEMENT is made on 11 April, 2001,
BETWEEN:
(1) SANTA FE INTERNATIONAL CORPORATION, organized and existing under the
laws of the Cayman Islands with offices at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. ("SFIC"); and
(2) PPL SHIPYARD PTE. LTD., organized and existing under the laws of
Singapore, having its principal place of business located at ▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter called the "Builder").
WHEREAS:
A. Pursuant to two (2) contracts of even date herewith between SFIC and
the Builder, each for the construction and sale of one semi-submersible
drilling unit (collectively the "Contracts"), SFIC and the Builder have
agreed that the Builder shall design, construct, equip, complete and
deliver two (2) ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Millennium ExD semi-submersible
drilling units to bear the Builder's hull numbers P.2003 and P.2004
(each being referred to herein as a "Vessel" and collectively as the
"Vessels"); and
B. The parties hereto desire to enter into a further agreement to
co-ordinate certain aspects of the performance of the Contracts and to
provide for the granting by the Builder to SFIC of purchase options in
respect of two (2) further ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Millennium ExD
semi-submersible drilling units.
NOW THEREFORE, in consideration of the mutual promises and covenants herein set
forth it is hereby agreed as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Terms employed herein shall bear the same meaning as in the Contracts
and the Specifications (as defined therein).
1.2 In the event of any conflict between the provisions of this Overall
Agreement and the Contracts, the provisions of this Overall Agreement
shall prevail.
2. GRANT OF PURCHASE OPTIONS FOR SUBSEQUENT UNIT(S)
2.1 In consideration of the payment by SFIC to the Builder of the sum of
Ten United States Dollars (U.S.$10.00), receipt of which is hereby
acknowledged, the Builder hereby grants to SFIC certain options (herein
respectively the "Options") to require the Builder to design,
construct, equip, complete and deliver to SFIC up to two (2) optional
▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Millennium ExD semi-submersible drilling units (the
"Option Vessels") as further set out below.
2.2 The Options shall be exercisable, either collectively or individually,
by SFIC serving a notice or notices on the Builder to such effect on or
before 5:00 p.m.
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Central Standard/Daylight Time (as applicable) on the applicable Option
Deadline noted below. The Builder covenants and unconditionally and
irrevocably undertakes with SFIC that it will forthwith thereupon enter
into a contract or contracts with SFIC (or any other company nominated
and guaranteed by SFIC) for the design, construction, equipment,
completion and delivery to SFIC (or such other company) of such of the
Option Vessels for which SFIC shall have exercised its option as
aforesaid.
2.3 The contracts (including contract specifications) in respect of the
Option Vessels shall be in the same form mutatis mutandis as the
contract for construction and sale of Builder's Hull No. P.2003 except
as otherwise expressly stipulated by this Overall Agreement and
provided that the Option Deadlines, Construction Commencement Dates,
Contract Prices and Delivery Dates for the same will be as follows:
SEMI-SUBMERSIBLE CONSTRUCTION CONTRACT DELIVERY
OPTION DEADLINE COMMENCEMENT DATE PRICE DATE
---------------- ----------------- ---------------- ----------------------
First 11 May 2004 12 May 2004 U.S. 11 May 2006
Option Vessel $91,600,000
Second 11 November 2005 12 November ▇▇▇▇ ▇.▇. ▇▇ November 2007
Option Vessel $91,600,000
The above referenced Delivery Dates shall be accelerated in respect of
any one or more of the Option Vessels by two (2) months should SFIC so
elect by giving notice of such election to Builder no later than the
Construction Commencement Date and shall be accelerated by an
additional three (3) months (for a total of five (5) months) should
SFIC so elect by giving notice to Builder no later than three (3)
months before the Construction Commencement Date, always providing:
(1) In the event SFIC gives Builder notice no later than three (3)
months before the Construction Commencement Date, then SFIC's
first installment payment of the Contract Price to Builder shall
be due upon the second banking day next following either the date
SFIC gave Builder notice or the date of Builder's delivery of the
performance guarantee (but not the letter of credit) to SFIC as
required under Article ▇▇, ▇▇▇▇▇▇▇▇▇ ▇ of the contract, whichever
occurs later. Builder will provide the letter of credit to SFIC
on or before the Construction Commencement Date.
(2) In the event SFIC gives Builder notice no later than three (3)
months before the Construction Commencement Date and SFIC
subsequently exercises its right to terminate for its convenience
before the Construction Commencement Date under Article XI,
Paragraph 4 of the contract, then SFIC shall pay Builder its
documented third party cancellation costs less any installment
payments made by SFIC to
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Builder. Should the Installment Payments be greater than the
cancellation costs, then the balance shall be promptly returned
to SFIC.
(3) The payment reduction specified in Article III, Paragraph 1(c) of
the contract, shall not apply unless the delivery of the Vessel
is delayed by more than sixty-one (61) calendar days after the
Delivery Date in respect of such Vessel.
2.4 Notwithstanding the Option Deadlines, Construction Commencement Dates,
Contract Prices and Delivery Dates specified in Clause 2.3 above, SFIC
shall have the right, at its election, exercisable upon submission of
written notice to Builder by the applicable Option Deadline set forth
below, to require Builder to commence construction and deliver any one
or more of the Option Vessels under an Accelerated Schedule as follows:
SEMI-SUBMERSIBLE CONSTRUCTION CONTRACT DELIVERY
OPTION DEADLINE COMMENCEMENT DATE PRICE DATE
--------------- ----------------- -------- --------
First 11 November 2003 12 November ▇▇▇▇ ▇.▇. ▇▇ September 2005
Option Vessel $91,600,000
Second 11 May 2005 12 May 2005 U.S. 11 March 2007
Option Vessel $91,600,000
It is agreed between SFIC and Builder that should SFIC so elect the
Accelerated Schedule, then SFIC will require in total no greater
security facilities from Builder by way of letters of credit and
performance guarantees than that which would have been required should
SFIC have maintained the schedule specified in Clause 2.3. Further,
under the Accelerated Schedule the payment reduction specified in
Article III 1(c) of the Contract shall not apply unless the delivery of
the Vessel is delayed more than sixty-one (61) calendar days after the
Delivery Date in respect of such Vessel.
2.5 SFIC shall have the right to request Builder to accelerate or delay the
schedules of any one or more of the Vessels and both parties shall work
together to achieve the revised schedule, providing that any
unavoidable additional cost to Builder so arising shall be reimbursed
by SFIC to Builder on a documented cost basis.
2.6 Irrespective of which schedule SFIC elects, should Builder be in
default under the terms of the Contracts, or under the terms of Option
Vessel contracts or should Builder suffer delay (excepting only
Permissible Delay) which in SFIC's reasonable opinion would adversely
impact Builder's performance, then SFIC shall have the right, at no
additional cost to delay the Construction Commencement Date for any
subsequent Vessel until the default has been remedied or the delay has
been resolved to SFIC's reasonable satisfaction.
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3. NOTICES
3.1 Every notice given under this
Overall Agreement shall be in writing and
shall be deemed given when delivered personally, by registered or
certified mail or by facsimile/telefax to the address of the party
receiving such notice stated below. Any notice sent by telefax shall be
confirmed by prepaid first class letter posted as soon as practicable
thereafter but the failure of the addressee to receive such letter
shall not prejudice the validity or effect of such telefax notice.
3.2 Unless and until SFIC notifies the Builder to the contrary in writing,
SFIC's address designated for the purpose of notices under this
Overall
Agreement shall be:
Santa Fe International Corporation
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇.
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇. ▇. ▇▇▇▇▇ ▇▇▇▇▇
3.3 Unless and until the Builder notifies SFIC to the contrary in writing,
the Builder's address designated for the purpose of notices under this
Overall Agreement shall be:
PPL Shipyard Pte. Ltd.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇) ▇▇▇▇▇▇▇
Attention: ▇▇. ▇▇▇ Tian Khiam
4. GOVERNING LAW & DISPUTE RESOLUTION
4.1 The parties hereto agree that the validity and interpretation of this
Overall Agreement and of each Clause and part thereof shall be governed
by English law excluding, however, any of its conflicts of law rules or
other provisions which may refer to the laws of another jurisdiction.
Any claim, dispute or difference arising out of this
Overall Agreement
shall be finally resolved in accordance with the provisions of Article
XVII - Dispute Resolution of the Contracts.
4.2 For the purposes of any proceedings pursuant to Clause 4.1 above, the
parties hereby irrevocably appoint the following as their agents within
England for the service of process:
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SFIC
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Bedfont Cross, ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K.
The Builder
HFW Nominees Ltd.
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K.
5. TERM OF AGREEMENT
This Overall Agreement shall remain effective until expiry of the warranty
period for the last vessel, including any Option Vessel, built by the Builder
for SFIC as contemplated herein unless otherwise mutually agreed in writing.
6. PUBLICITY RELEASES
The provisions addressing publicity releases contained in Article XXVI of the
Contracts shall be deemed set forth herein mutatis mutandis and shall apply
equally to this Overall Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Overall Agreement to be
duly executed with effect as of the day and year first above written.
SIGNED BY )
on behalf of )
SANTA FE INTERNATIONAL CORPORATION )
in the presence of: )
SIGNED BY )
on behalf of )
PPL SHIPYARD PTE. LTD. )
in the presence of: )
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