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Exhibit 10.16
ASSIGNMENT OF
INTERNATIONAL CONSULTING AGREEMENT
This Assignment of International Consulting Agreement is entered into
as of this 2nd day of November, 1995 by and among YPF Sociedad Anonima, a
sociedad anonima organized under the laws of the Republic of Argentina ("YPF"),
Maxus Energy Corporation, a Delaware corporation ("Maxus"), and X. X. Xxxxxxxxx
("Xxxxxxxxx").
WHEREAS, YPF and Xxxxxxxxx have heretofore entered into an
International Consulting Agreement (the "Consulting Agreement") effective as of
May 1, 1995; and
WHEREAS, YPF owns all of the issued and outstanding common stock of
Maxus; and
WHEREAS, YPF has determined that Maxus will be its principal
international oil and gas exploration and production subsidiary, responsible
for substantially all oil and gas exploration and production activities outside
Argentina; and
WHEREAS, consistent with Maxus' role as YPF's principal international
oil and gas exploration and production subsidiary, YPF has transferred or
intends to transfer certain rights to explore for and produce oil and gas in
Bolivia, Peru, Ecuador, the United States and other countries; and
WHEREAS, the parties hereto have agreed that in view of Maxus' role as
YPF's principal international oil and gas exploration and production subsidiary
it is appropriate and in the parties' interests for YPF to assign its rights
and obligations under the Consulting Agreement to Maxus;
NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
1. YPF hereby assigns, and Maxus hereby accepts and agrees to perform
on the terms and conditions set forth herein, all of YPF's rights and
obligations under the Consulting Agreement effective as of May 1, 1995.
2. Xxxxxxxxx hereby consents to the assignment of YPF's rights and
obligations under the Consulting Agreement to Maxus on the terms and conditions
set forth herein and that the "Consulting Services" (as defined in the
Consulting Agreement) will be performed for Maxus.
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3. Any provision in this Agreement or the Consulting Agreement to the
contrary notwithstanding, the parties hereto agree as follows:
a. In lieu of the access contemplated by Section 1 of the
Consulting Agreement, Xxxxxxxxx shall have direct access to Xxxxx
Xxxx, the Chief Executive Officer of YPF and a director of Maxus, and
Xxxxxxx Xxxxx, the President and Chief Executive Officer of Maxus, or
their successors.
x. Xxxxxxxxx shall send any invoices for or in connection
with Consulting Services or expense reimbursement as contemplated by
Sections 3 and 4 of the Consulting Agreement, respectively, to Maxus
Energy Corporation, 000 X. Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx
00000, Attn: Controller, or such other address as may be specified in
writing by Maxus.
c. Maxus shall provide Xxxxxxxxx office space, parking,
supplies and support services in Maxus' headquarters' offices in
Dallas on an as needed basis if and when Xxxxxxxxx determines to
perform Consulting Services at such offices, and YPF shall provide
Xxxxxxxxx office space, parking, supplies and support services in
YPF's headquarters' offices in Buenos Aires, Argentina on an as needed
basis if and when Xxxxxxxxx determines to perform Consulting Services
at such offices.
4. Maxus and Xxxxxxxxx agree that the Consulting Agreement remains in
full force and effect as modified hereby.
THIS Assignment of International Consulting Agreement may be signed in
any number of counterparts and shall be effective when executed by all three
parties identified below.
YPF SOCIEDAD ANoNIMA
Date:
November 7, 1995 By /s/ XXXXXX XXXXXXX
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MAXUS ENERGY CORPORATION
Date:
November 9, 1995 By /s/ W. XXXX XXXXXX
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Date:
November 2, 1995 By /s/ X. X. XXXXXXXXX
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X. X. XXXXXXXXX
bcc w/enc: X. Xxxxxxxxxxx
X. Xxxxxxxxx
