Exhibit 10.40
AMENDMENT NO. 1 TO TITLE XI
RESERVE FUND AND FINANCIAL AGREEMENT
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This Amendment No. 1 to the Title XI Reserve Fund and Financial Agreement
("Amendment No. 1") dated as of January 21, 2000 between Perforadora Central
S.A. de C.V., a Mexican corporation (the "Shipowner") and the United States of
America, represented by the Secretary of Transportation, acting by and through
the Maritime Administrator (the "Secretary"), pursuant to the provisions of
Title XI of the Merchant Marine Act, 1936 as amended.
RECITALS:
A. The Shipowner and the Secretary entered into the Title XI Reserve Fund
and Financial Agreement dated November 5, 1998 (the "Initial
Agreement"), in connection with the financing of the TONALA, a
▇▇▇▇▇▇▇▇▇▇ Design Super 116C ▇▇▇▇-Up Drilling Unit (the "Vessel"),
which had not been delivered as of the date of said Initial Agreement;
B. On the date hereof, the Shipowner has accepted delivery of the Vessel,
said Vessel being named TONALA; and
C. The Shipowner and the Secretary desire to amend the Initial Agreement
to reflect (i) the delivery of the Vessel, by adding the TONALA to
Exhibit "A" of the Initial Agreement; (ii) the cumulative Net Worth of
the Shipowner; (iii) the mimimum equity investment of the Shipowner as
of the delivery of the Vessel; and (iv) certain changes to the
requirements of Section 9(a).
NOW, THEREFORE, in consideration of the premises, the mutual
conveyance herein contained, and of other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Company and the
Secretary agree as follows:
1. Attachment A is hereby amended to add the TONALA thereto.
2. Attachment A is also amended to reflect the cumulative Net Worth and
minimum required equity investment of the Shipowner, as set forth
therein.
3. Section 9(a) of the Title XI Reserve Fund and Financial Agreement is
hereby amended to delete the words "M.A. Form 172" wherever it appears
thereon, and to substitute therefore the words "financial statements
and reports produced and used in the ordinary course of the Company's
business, including a balance sheet and income statement, submitted
both in Mexican pesos following Mexican GAAP (Generally Accepted
Accounting Practices) and converted to U.S. dollars and U.S. GAAP.
4. Capitalized terms used here and not defined herein have the meanings
described thereto in the Initial Agreement .
5. Notwithstanding any provision herein, in the event there are any
inconsistencies between the original of this document held by the
Secretary and the same as held by any other party hereto, the
provisions of the original of this document held by the Secretary
shall prevail.
6. Except as specifically amended hereby, all of the conditions and
provisions of the Initial Agreement shall remain in full force and
effect and each such term and provision is hereby ratified and
confirmed.
7. This Amendment No. 1 may be executed in any number of counterparts.
Each of said counterparts shall be deemed to be an original, but all
of such counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, this Amendment No. 1 has been executed by the
Company on January 21, 2000, and by the Secretary on January 21, 2000,
effective as of the date first above written.
PERFORADORA CENTRAL S.A. DE C.V.
BY: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MORPHY
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MORPHY,
PRESIDENT
ATTEST
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
VICE PRESIDENT AND ASSISTANT SECRETARY
UNITED STATES OF AMERICA
SECRETARY OF TRANSPORTATION
BY: MARITIME ADMINISTRATOR
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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SECRETARY,
MARITIME ADMINISTRATION
[SEAL]
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ATTACHMENT A TO TITLE XI
RESERVE FUND AND FINANCIAL AGREEMENT
(Contract No. MA-13452)
1. This Title XI Reserve Fund and Financial Agreement shall apply to the
Shipowner's Vessel named TONALA, I.M.O. No. 8764523, HP-9700.
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