EXHIBIT A
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AGREEMENT
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drawn up and signed in on September 4, 1997
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by and between
Naphtha Congo Ltd.
a company organized and existing under the Laws of Israel
(hereinafter: "Naphtha Congo")
of the first party
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and between
Equital Ltd. (formerly Pass-Port Ltd.),
a company organized and existing under the Laws of Israel
(hereinafter: "Equital")
of the second party
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and between
Isramco Inc.
a corporation organized under the laws of
the State of Delaware, USA,
(hereinafter called: "Isramco")
of the third party.
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Whereas
and of January 22, 1997 two Production Sharing Agreements(hereinafter:
"P.S.A.") were signed by and between the Government of Congo and
Naphtha Congo; one agreement concerning the development of the Tilapia
oil-field ,and the second agreement concerning explorations for oil
and/or gas in the licensing area of Marine 3, both in the region of
the continental shelf of the Republic of Congo (hereinafter: "the
Projects") and
Whereas
the P.S.A. became effective on April 4, 1997 (upon the authorization
of the Republic of Congo and the issue of a decree concerning them),
and
Whereas
Naphtha Congo has signed on the P.S.A. as the representative of
Equital and of Naphtha Israel Petroleum Corporation Ltd. (hereinafter:
"Naphtha") and on their behalf, and
Whereas
on May 1, 1997 a Joint Venture Agreement was signed by and between
Naphtha, Equital and Naphtha Congo (hereinafter: "J.V.A."), which
arranges the principles of the joint venture for the execution of the
projects, and a copy of which is attached to this agreement (including
all its Appendices) and is marked as Appendix Number 1, and
Whereas
Isramco is interested in purchasing and receiving by transfer from
Equital, and Equital is interested in transferring and assigning to
Isramco, its share, as well as its rights and obligations, in the
joint venture, and all subject to the provisions of this agreement.
Therefore it is declared, stipulated and agreed between the parties as follows:
1. The preamble to this agreement and the appendices thereto constitute
an integral part thereof.
2. Equital sells and transfers to Isramco, and Isramco purchases and
receives by transfer from Equital, the share of Equital in the joint
venture, that is, 50% of all the rights, privileges, duties and
obligations in the joint venture, according to the J.V.A.
(hereinafter: "the rights sold"), subject to the conditions and the
considerations detailed below.
3. Equital hereby declares and undertakes:
a) That the J.V.A. (including all appendices thereto) is valid, and
has not been annulled and/or amended;
b) That its share in the joint venture (as stipulated in the
J.V.A..) is 50%.
c) That the entire joint venture (in its entirety) possesses the
following rights: 100% of the rights according to the P.S.A.
regarding the Tilapia oil-field; 50% of the rights regarding the
Marine 3 licensing area (the remaining 50% of the rights
regarding Marine 3 belong to Levdan Ltd., in accordance with the
Levdan agreement) and in the undertakings contained in the
J.V.A., the P.S.A., the Levdan agreement and the J.O.A. which are
attached hereto as Appendices to the J.V.A.).
d) That its rights in the joint venture are free of any lien and/or
charge and/or debt and/or third party right.
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e) That no undertaking has been made towards any person and that no
option has been given to purchase the joint venture and/or part
of it, and that Naphtha has given its consent in transfer the
share of Equital in the J.V.A. to Isramco (according to clause 9
of the J.V.A.) as detailed in the Letter of Agreement, which is
attached hereto and marked as Appendix 2;
f) That on April 4, 1997 the Government of Congo issued a decree, a
copy of which is attached hereto and marked as Appendix 3.
g) That on May 7, 1997 Naphtha Congo paid to the Government of Congo
the full sum due to it in accordance with the P.S.A. and also
paid to Levdan Ltd, the full amount due to it in accordance with
the "Levdan agreement" (as defined in the J.V.A.).
h) That Equital and Naphtha have paid to Naphtha Congo the full
amount which it paid according to clause (g) above (and in
accordance with Clause 5 of the J.V.A.). In order to remove all
doubt Equital paid its entire share in the payments, as
stipulated in Clause 5 of the J.V.A. and does not owe any amount
whatsoever to Naphtha Congo and/or to the joint venture.
i) That subject to the upholding of the conditions of this
agreement, no drawback exists preventing the transfer of its
share in the J.V.A. to Isramco; and
j) That contracting by means of this agreement has been lawfully
authorised by its competent authorising bodies.
4. Isramco hereby declares and undertakes as follows:
a) That it has received all the information and data relating to the
joint venture and the projects;
b) That it possesses the ability to assume all the undertakings of
Equital in the joint venture regarding the execution of the
projects:
c) That no grounds exist, as far as they are concerned, which might
prevent the execution of the venture which is the subject of this
agreement; and
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d) That contracting by means of this agreement has been lawfully
authorised by its competent authorising organs.
5. Naphtha Congo declares and confirms that it signed the P.S.A. as the
representative of Equital and Naphtha (in equal parts) and on behalf
of them, and that Naphtha and Equital paid it the full sum which it
paid for them to the Government of Congo and to Levdan (according to
Clause 5 of the J.V.A.) and that no grounds exist, as far as they are
concerned, which might prevent the transfer of the share of Equital to
Isramco, subject to the upholding of all the stipulations of this
agreement.
6. In consideration for the transfer to Isramco of the share and the
rights of Equital in the joint venture (50%), Isramco will pay Equital
a sum of USD 2.7 million (composed of the sum of USD 150,000 for the
rights relating to the license for Marine 3, in addition to USD 2.55
million for the rights in relation to the Tilapia field)
(hereinafter: "the consideration").
7. Isramco undertakes to pay to Equital the entire consideration as
follows:
a) an amount of USD 1 million will be paid upon signing this
agreement.
b) the balance of the consideration will be transferred, within
seven days of signing this agreement, by a bank transfer to the
bank account of Equital (details of which account will be
provided to Isramco by Equital).
8. It is expressly agreed that Isramco will assign to Equital 8% carried
interest of its rights in regard to the Tilapia field, after pay-out.
"Pay-out" means all the investments of Isramco in the Tilapia field,
excluding the amount of USD 2.55 million which is paid according to
this agreement and which will not be considered an investment for this
purpose.
9. It is expressly agreed that upon payment of the entire consideration,
as stipulated in this agreement, all the sold rights will be
transferred to Isramco, without the need for any further action, and
Isramco will be deemed a party to the J.V.A. in the place of Equital,
as was conditional upon it from the outset.
10.
a) This agreement will be subject to, and interpreted by, the laws
of the State of Israel.
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b) Any dispute arising between the parties will be resolved by an
arbitrator to be appointed by the parties, and if the parties are
unable to decide on an arbitrator, he will be appointed by the
Chairman of the Israeli Bar Association, and this agreement will
be deemed a xxxx of arbitration.
c) Any amendment to this agreement will be invalid, unless it is
made jointly by the parties.
d) The addresses of the parties are as stated in the preamble to
this agreement, and any notice made by one party to another by
hand, or by facsimile, will be deemed to have reached its
destination at the moment it was transferred.
In witness of which the parties have signed:
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Equital Naphtha Congo Isramco
