EXHIBIT 4.15
TRANSFER CERTIFICATE
To: Mitsubishi Corporation (UK) PLC
Bow Bells House
Bread Street
London
EC4M 9BQ
Attention: General Manager, Machinery Department
PETRODRILL SIX LIMITED
US$160,000,000 LOAN AGREEMENT DATED DECEMBER 19, 1998
1. This Transfer Certificate relates to the above loan agreement (the "LOAN
AGREEMENT," which term shall include any amendments or supplements
thereto), and the other Security Documents referred to therein. Terms
defined in the Loan Agreement have the same meaning in this Transfer
Certificate.
In this Transfer Certificate:
"EXISTING LENDER" means Petro Dia Four S.A., a company incorporated under
the laws of Panama, whose registered office is at ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Torre Swiss Bank, 16th Floor, Panama City, Republic
of Panama.
"MC1" means Petro Dia Three S.A., a company incorporated under the laws of
Panama, whose registered office is at ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Torre Swiss Bank, 16th Floor, Panama City, Republic of Panama.
"TRANSFEREE" means Amethyst Financial Company Limited, a company
incorporated under the laws of the British Virgin Islands, whose
registered office is at c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Trust Co. BVI
Limited, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Building, 2nd Floor, ▇▇▇▇▇▇▇'▇
▇▇▇, Road Town, Tortola, British Virgin Islands.
2. The Existing Lender (i) confirms that the details in the Schedule to
this Transfer Certificate under the heading "RIGHTS TO BE ASSIGNED
AND/OR OBLIGATIONS TO BE NOVATED" accurately summarizes the
Outstandings which are to be assigned and/or Commitments which are to
be novated by this Transfer Certificate and (ii) requests the
Transferee to accept and procure the transfer to the Transferee of the
portion specified in the Schedule hereto of, as the case may be, such
Outstandings and/or its Commitment by counter-signing and delivering
this Transfer Certificate to the Facility Agent at its address for the
service of notices specified in the Loan Agreement.
3. The Transferee hereby requests the Facility Agent to accept this Transfer
Certificate as being delivered to the Facility Agent pursuant to and for
the purposes of Clause 15 (Transfers) of the Loan Agreement so as to take
effect in accordance with the terms thereof on the Transfer Date or on
such later date as may be determined in accordance with the terms thereof.
4. The Transferee:
(a) confirms that it has received a copy of the Loan Agreement together
with such other documents and information as it has requested in
connection with this transaction;
(b) confirms that it has not relied and will not rely on the Existing
Lender to check or enquire on its behalf into the legality,
validity, effectiveness, adequacy or completeness of any such
documents or information;
(c) confirms and agrees that it has not relied and will not rely on any
of the Existing Lender, the Agents, or the other Lenders to assess
or keep under review on its behalf the financial condition,
creditworthiness, condition, affair, status or nature of the
Borrower or any other party to the Security Documents, and has not
relied and will not rely on any of the Existing Lender, the Agents
or the other Lenders to ensure that the Borrower or any other party
to the Security Documents are not in breach of or default under any
of the same;
(d) if not already a Lender, appoints the Agents to act as its agents as
provided in the Loan Agreement and the Security Trust Deed and
agrees to be bound by the Loan Agreement (including, but not limited
to, Clause 15 (Transfer)); and
(e) confirms that it shall not, by virtue of the transfer effected by
this Transfer Certificate 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.
5. The Transferee undertakes with the Existing Lender and each of the other
parties to the Loan Agreement that it will perform, in accordance with
their terms, all those obligations which, by the terms of the Loan
Agreement, will be assumed by it upon delivery of the executed copy of
this Transfer Certificate to the Facility Agent.
6. On execution of this Transfer Certificate by the Facility Agent on their
behalf and by their execution of this Transfer Certificate, each of the
Borrower, the Lenders and the Agents accept the Transferee as a party to
the Loan Agreement in substitution for the Existing Lender with respect to
all those rights and obligations which, by the terms of the Loan Agreement
and other Security Documents, will be transferred to or assumed by the
Transferee after delivery of the executed copy of this Transfer
Certificate to the Facility Agent. For the avoidance of doubt, MC1 accepts
and approves the Transferee as a Qualifying Lender to be a party to the
Loan Agreement in substitution for the Existing Lender with respect to all
those rights and obligations which, by the terms of the Loan Agreement and
other Security Documents, will be transferred to or assumed by the
Transferee after delivery of the executed copy of this Transfer
Certificate to the Facility Agent.
7. None of the Existing Lender, the other Lenders or the Agents:
(a) makes any representation or warranty or assumes any responsibility
with respect to the legality, validity, effectiveness, adequacy or
enforceability of any of the Loan Agreement and the Security
Documents or the Project Documents, or with respect to whether the
Borrower, the Guarantors or any other party to the Security
Documents or the Project Documents has complied with its obligations
thereunder (including, without limitation, under Clause 3
(Conditions Precedent) of the Loan Agreement); or
(b) assumes any responsibility for the financial condition of the
Borrower, the Guarantors or any other party to any Security Document
or Project Document or any other document or for the performance and
observance by the Borrower, the Guarantors or any other party to the
Security Documents or Project Documents or any other document of its
or their obligations and any and all conditions and warranties,
whether express or implied by law or otherwise, are hereby excluded.
8. The Existing Lender hereby gives notice that nothing herein or in the Loan
Agreement (or any document relating thereto) shall oblige the Existing
Lender to (i) accept a re-transfer from the Transferee of the whole or any
part of its rights, benefits and/or obligations under the Loan Agreement
transferred pursuant hereto or (ii) support any losses directly or
indirectly sustained or incurred by the Transferee for any reason
whatsoever, including, without limitation, the non-performance by the
Borrower, the Guarantors or any other party to the Security Documents (or
any document relating thereto) of its obligations under any such document.
The Transferee hereby acknowledges the absence of any such obligation as
is referred to in (i) or (ii) above.
9. This Transfer Certificate and the rights and obligations of the parties
hereunder shall be governed by and construed in accordance with English
law.
10. The Transferee warrants and represents to the Facility Agent and each of
the Lenders that, by operation of this Transfer Certificate, and, in
particular, MC1's approval given under paragraph 6 hereof, it is a
Qualifying Lender as defined in Clause 1.1 of the Loan Agreement.
11. Notwithstanding Clause 15.3 of the Loan Agreement, each of the Facility
Agent, the Security Agent, the Borrower and the Lenders hereby agrees that
the Transferee may transfer (in accordance with, and subject to, the
provisions of Clause 15.4 of the 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 Loan Agreement or to Qualifying
Lender shall be read as so modified) all or any part of the Outstandings,
Commitments and other rights and obligations transferred to the Transferee
pursuant to this Transfer Certificate (collectively, the "TRANCHE A
PARTICIPATIONS") 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 the Facility Agent, on behalf of the Borrower, the
Lenders and the Agents, and MC1 and MC2 hereby agrees that, in the event
that the Transferee exercises the right set forth in this Section 11 to
transfer all or any part of the Tranche A Participations to a Permitted
Lender, the Facility Agent (on its own behalf and on behalf of the other
parties to the relevant Loan Agreement) and MC1 shall counter-sign
appropriate Transfer Certificates for such transfer.
THE SCHEDULE
1. Existing Lender: Petro Dia Four S.A.
2. Transferee: Amethyst Financial Company Limited
3. Transfer Date: November 1, 1999
4. Rights to be Assigned and/or Obligations to be Novated
Commitment:
▇▇▇▇▇▇'S COMMITMENT FACILITY PORTION TRANSFERRED
US$47,000,000 Tranche A US$47,000,000
Outstandings:
AMOUNT OF LENDER'S FACILITY DRAWDOWN PORTION
PARTICIPATION FACILITY DATE TRANSFERRED
US$35,487,649.00 Tranche A 12/24/98 US$35,487,649.00
US$ 2,478,227.00 Tranche A 1/27/99 US$ 2,478,227.00
US$ 2,445,291.00 Tranche A 2/26/99 US$ 2,445,291.00
US$ 796,372.00 Tranche A 3/26/99 US$ 796,372.00
US$ 1,282,973.38 Tranche A 4/19/99 US$ 1,282,973.38
US$ 2,524,452.70 Tranche A 6/24/99 US$ 2,524,452.70
US$ 1,985,034.92 Tranche A 10/29/99 US$ 1,985,034.92
__________________ ____________________ _________________
US$ 47,000,000.00 Tranche A US$47,000,000.00
5. Transferee's Lending Office details:
Address: Amethyst Financial Company Limited
c/o Petrodrill Engineering N.V.
K.P. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇)
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel. No.: ▇(▇▇) ▇▇ ▇▇▇ ▇▇▇▇
Fax No.: ▇(▇▇) ▇▇ ▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇ Four S.A. Amethyst Financial Company Limited
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director Title: Treasurer
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Facility Agent for itself and on behalf of ▇▇▇▇▇ ▇▇▇ Three S.A.
the Borrower, the Lenders and the Agents Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director
Title: Attorney-in-Fact
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Petrodrill Six Limited Security Agent
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Treasurer Title: Attorney-in-Fact