4
Galoc Field Development Contract for Supply, Operation & Maintenance of Production, Storage & Offloading Facilities Exhibit A – Contract Forms Form of Performance Bond GPC-004 (A) Rev 0 Page 1 of 4 EXHIBIT A FORM OF PERFORMANCE BOND

Exhibit a - Performance Bond (Rev 0)

Embed Size (px)

Citation preview

Page 1: Exhibit a - Performance Bond (Rev 0)

Galoc Field Development Contract for Supply, Operation & Maintenance of Production, Storage & Offloading Facilities

Exhibit A – Contract Forms Form of Performance Bond

GPC-004 (A) Rev 0

Page 1 of 4

EXHIBIT A

FORM OF PERFORMANCE BOND

Page 2: Exhibit a - Performance Bond (Rev 0)

Galoc Field Development Contract for Supply, Operation & Maintenance of Production, Storage & Offloading Facilities

Exhibit A – Contract Forms Form of Performance Bond

GPC-004 (A) Rev 0

Page 2 of 4

FORM OF PERFORMANCE BOND

THIS PERFORMANCE BOND is made by way of deed the day of 2006 by [the Royal Bank of Scotland plc] (the "OBLIGOR") in favour of Vitol Marine (Asia) Limited (the "COMPANY")

WHEREAS:

A. By a contract entered into between (1) the COMPANY and (2) Rubicon Offshore International Pte Ltd (the "CONTRACTOR") relating to the time charter of an FPSO in the Galoc oilfield dated [ ] (the "AGREEMENT"), the CONTRACTOR has agreed with the COMPANY to carry out and complete certain work (as defined in the AGREEMENT, the "WORKS") and to provide certain services (as defined in the AGREEMENT, the "SERVICES") and to charter the FPSO upon and subject to the terms and conditions therein contained.

B. Pursuant to the AGREEMENT and in accordance with the provisions of Clause 17.1 therein CONTRACTOR has agreed to provide COMPANY with this Bond.

C. The OBLIGOR has agreed, at the request of the CONTRACTOR, to enter into this Bond with the COMPANY to ensure due performance of CONTRACTOR’s obligations under the AGREEMENT.

IT IS AGREED as follows:

1. In this Bond words and expressions if not otherwise defined shall have the meanings (if any) given to them in the AGREEMENT; and "BUSINESS DAY" means a day (other than weekends or public holidays) when banks are open for business in the place in which a transaction must be conducted.

2. Subject to sub-Clause 11, the OBLIGOR hereby irrevocably and unconditionally undertakes to pay to the COMPANY, on the third BUSINESS DAY immediately following that on which it receives a written demand from the COMPANY in accordance with sub-Clause 10 below, an amount equal to the lesser of:

2.1 the amount specified in such demand; and

2.2 the "BOND AMOUNT" stated in the Schedule to this Bond less the aggregate of all previous payments made under this Bond.

3. The COMPANY may make one or more demands hereunder (subject always to sub-Clause 4 hereto).

4. The maximum aggregate liability of the OBLIGOR under this Bond shall not exceed the BOND AMOUNT.

5. This Bond is irrevocable and subject to sub-Clause 7 below shall not be assigned by either party hereto. It will take effect on the date hereof and (unless previously cancelled by the written agreement between the OBLIGOR and the COMPANY) will expire on the earliest of:

5.1 the date on which all payments made under this Bond shall first equal the BOND AMOUNT;

5.2 the date notified by the COMPANY to the OBLIGOR as the date that the Bond terminates; and

5.3 the 29 June 2008.

Page 3: Exhibit a - Performance Bond (Rev 0)

Galoc Field Development Contract for Supply, Operation & Maintenance of Production, Storage & Offloading Facilities

Exhibit A – Contract Forms Form of Performance Bond

GPC-004 (A) Rev 0

Page 3 of 4

The expiry of this Bond under sub-Clauses 5.1, 5.2 or 5.3 above shall not affect or discharge the liability of the OBLIGOR to make payment of any demand made in accordance with the provisions of sub-Clauses 2 and 3 above and received on or before the above expiry date.

6. Payments made under this Bond shall be made in U.S. Dollars to the account specified in the relevant demand.

7. Subject always to the COMPANY giving written notice to the OBLIGOR the COMPANY's rights and benefits in and to this Bond shall be capable of assignment, charge or transfer, without the consent of the OBLIGOR, to a permitted assignee, chargee or transferee of the AGREEMENT but otherwise shall not be capable of assignment and transfer.

8. The OBLIGOR shall not be entitled as against the COMPANY to any right of set-off or counterclaim whatsoever and howsoever arising.

9. Without prejudice to sub-Clause 8 above, the OBLIGOR shall not in any way be released or discharged from any liability under this Bond by any invalidity, illegality or unenforceability of the AGREEMENT nor by any alteration, amendment or variation in the terms of the AGREEMENT nor by any allowance of time by the COMPANY under the AGREEMENT nor by any forbearance or forgiveness or indulgence in respect of any matter or thing concerning the AGREEMENT on the part of the COMPANY nor by the insolvency, bankruptcy, winding up or reorganisation of the COMPANY (or any analogous event or the exercise of any power of disclaimer arising in such circumstances) nor by any dispute or disagreement whatsoever between the COMPANY and the CONTRACTOR under or in relation to the AGREEMENT nor by any instruction which may have been given to the Obligor by the Contractor not to pay the same.

10. Any notices or communications to be made by the OBLIGOR or the COMPANY to the other under or in connection with this Bond shall be in writing and made to the other at the following addresses:

The OBLIGOR:

[the Royal Bank of Scotland plc]

[ ]

For the attention of: [ ]

The COMPANY:

Vitol Marine Asia Limited

[ ]

For the attention of: [ ]

With respect to a written demand made pursuant to sub-Clause 2, to constitute a valid written demand under that sub-Clause, the COMPANY shall, in support of the demand, attach to or include in the demand:

(a) a statement setting out the default committed by the CONTRACTOR under the AGREEMENT, for which the demand is made; and

(b) a statement that the default in (a) has not been rectified or cured, pursuant to and/or within the cure periods specified under the terms of the AGREEMENT.

Page 4: Exhibit a - Performance Bond (Rev 0)

Galoc Field Development Contract for Supply, Operation & Maintenance of Production, Storage & Offloading Facilities

Exhibit A – Contract Forms Form of Performance Bond

GPC-004 (A) Rev 0

Page 4 of 4

Any notice or communication (including a demand under sub-Clause 2 above) received by the OBLIGOR outside its normal working hours or not on a BUSINESS DAY shall be deemed to have been received by the OBLIGOR on the next following BUSINESS DAY. Notices and communications may be sent by post or courier and "in writing" shall be understood accordingly. Each of the COMPANY and the OBLIGOR may from time to time notify the other in writing of a change to its address details.

11. To be a valid demand under sub-Clause 2 the demand must be signed by an authorised signatory and the signature must match the relevant signature provided to the OBLIGOR by the COMPANY in the AUTHORISED SIGNATURES CERTIFICATE.

12. To enable the OBLIGOR to verify the signature on any demand issued by the COMPANY, the COMPANY shall provide the OBLIGOR with a certificate, signed by a director of the COMPANY, which includes the names, titles and signatures of three employees of the COMPANY who are authorised to sign demands issued under this BOND (the "AUTHORISED SIGNATURES CERTIFICATE"). The COMPANY may from time to time issue a new AUTHORISED SIGNATURES CERTIFICATE and such new AUTHORISED SIGNATURES CERTIFICATE shall be deemed valid seven days after its receipt by the OBLIGOR.

13. All payments under this Bond shall be made free of any withholding or deduction.

14. Any waiver by the COMPANY of the terms of this Bond or any consent or approval given by the COMPANY shall only be effective if given in writing and then only for the purpose and upon the terms and conditions if any on which it is given.

15. If at any time any one or more of the provisions of this Bond is or becomes illegal invalid or otherwise unenforceable in any respect, neither the legality, validity or enforceability of the remaining provisions of this Bond, nor the legality, validity or enforceability of such provision shall in any way be affected or impaired as a result.

16. This Bond shall be governed in accordance with the laws of England and Wales and the COMPANY and the OBLIGOR submit to the exclusive jurisdiction of the courts of England and Wales.

SCHEDULE

BOND AMOUNT

The BOND AMOUNT shall be the sum of US$[ ].

In witness whereof the OBLIGOR has executed and delivered this guarantee as a deed this day of two thousand and six. Signed as a deed by As the attorney and on behalf of The Royal Bank of Scotland plc In the presence of Bank Official The Royal Bank of Scotland plc Bonds and Guarantees Centre, Leeds 3rd Floor, 1 Victoria Place Holbeck Leeds LS11 5AR #80499/08