EXHIBIT 10.7
DATED 30th June 1998
(1) ABACAN TECHNICAL SERVICES LIMITED
(2) LIBERTY TECHNICAL SERVICES LIMITED
(3) AMNI INTERNATIONAL PETROLEUM
DEVELOPMENT COMPANY LIMITED
(4) SEDCO FOREX INTERNATIONAL, INC.
(5) SCHLUMBERGER OVERSEAS S.A.
AGREEMENT
FOR THE ACQUISITION OF CERTAIN INTERESTS IN PROCESS
AND OTHER EQUIPMENT, FIXTURES AND FITTINGS ATTACHED TO, OR
CONNECTED WITH, A MOBILE OFFSHORE PRODUCTION UNIT ("THE XXXXXXX")
Gouldens
00 Xxxxx Xxxxxx
Xxxxxx XX0X XXX
Tel: 0000 000 0000
Facsimile: 0171 583 3051
CONTENTS
CLAUSES Page No.
1. Interpretation: -1-
2. Transfer: -2-
3. Debts: -2-
4. Completion: -3-
5. Warranties: -4-
6. Taxation etc: -5-
7. General: -5-
8. Waiver of Claims -6-
9. Jurisdiction: -6-
SCHEDULE 1EQUIPMENT -7-
SCHEDULE 2BILL OF SALE -8-
SCHEDULE 3PERMITTED SECURITY INTERESTS -9-
SCHEDULE 4NOTICE -10-
WBS(8) 738914
THIS AGREEMENT is made this 30th day of June 1998
BETWEEN:
(1) ABACAN TECHNICAL SERVICES LIMITED, a company incorporated under the laws of
the Bahamas ("Abacan");
(2) LIBERTY TECHNICAL SERVICES LIMITED, a company incorporated under the laws
of the Bahamas ("Liberty");
(3) AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED, a company
incorporated under the laws of Nigeria ("Amni");
(4) SEDCO FOREX INTERNATIONAL, INC., a company incorporated under the laws of
Panama ("Sedco"); and
(5) SCHLUMBERGER OVERSEAS S.A., a company incorporated under the laws of Panama
("Schlumberger").
WHEREAS:
1. Pursuant to an Integrated Services Contract dated 20 October 1995 Sedco and
Schlumberger have provided to Liberty and Amni the use of a Mobile Offshore
Production Unit ("the Xxxxxxx") and of certain process and other equipment
attached or fixed thereto, and provide certain continuing services in
connection therewith.
2. The parties have agreed that any interests of Liberty and Amni in the
foregoing equipment shall be transferred to Sedco on the following terms
and conditions.
NOW IT IS HEREBY AGREED as follows:
1. Interpretation:
In this Agreement, unless the context otherwise requires, the following
expressions have the following meanings:
"Completion" has the meaning given by Clause 4;
-1-
"Equipment" means all process equipment and any other equipment, fixtures and
fittings attached to, or connected with, the MOPU, including
(without limitation) the power plant (comprising three gas
turbines) and that equipment specified in Schedule 1 hereto;
"ISA" means the Integrated Services Contract dated 20 October 1995
between Liberty, Amni, Sedco and Schlumberger (as amended by a
Deed of Amendment of even date herewith);
"MOPU" means the Mobile Offshore Production Unit (the ALangley");
"Schlumberger
Group" means Schlumberger and any holding company of Schlumberger and
any subsidiary of Schlumberger or of any such holding company
(and in this Agreement "subsidiary" and "holding company" shall
have the meanings given them by the Companies Act 1985);
"US$"
means the currency of the United States of America.
2. Transfer:
2.1 Liberty and Amni hereby confirm that Amni has waived in favour of
Liberty all right, title and interest that it may have in the Equipment as part
of a settlement between the parties, which settlement is evidenced in a separate
agreement of even date herewith.
2.2 Liberty agrees to transfer to Sedco, and Abacan agrees to procure the
transfer to Sedco of, any right, title and interest that Liberty may have in the
Equipment free from all liens, charges and encumbrances at and with effect from
(other than the Permitted Lien as hereinafter defined).
2.3 For the avoidance of doubt, it is hereby confirmed and acknowledged by
Liberty that full payment for the process equipment referred to in Clause 7.2.1
of the ISA has not been received by Sedco and Schlumberger; and that accordingly
the Xxxx of Sale referred to in such Clause has not been delivered to Liberty
and that, notwithstanding any payments that may have been made to Sedco and
Schlumberger, title and ownership of such equipment has not been transferred to
it.
2.4 The parties agree that the right, title and interest transferred
pursuant to this Clause 2 shall be valued at US$ [ ].
3. Debts:
3.1 In consideration for the transfer referred to in Clause 2, Sedco and
Schlumberger agree that the debts comprising:
-2-
(a) the sum of US$[ ] owed to them by Abacan as at 18
June 1998 in respect of the Trident 8 Drilling Contract dated 1
November 1996 between Sedco and Abacan (as amended);
(b) the sum of US$[ ] owed to them by Liberty and Amni as
at 18 June 1998 under the ISA;
(c) the sum of US$ [ ] owed to them under Clause 14.1.3.2(d)
of the ISA in respect of the termination of the ISA;
(d) subject to and without prejudice to Clause 3.2, the sum of
approximately US$[ ] owed to them under Clause
14.1.3.2 (b) of the ISA in respect of the demobilisation expenses; and
(e) any other amounts owed to members of the Schlumberger Group as at 26
June 1998 by Abacan, Liberty and Amni or any of their subsidiaries or
holding companies,
shall be extinguished and cease to be payable.
3.2 Amni acknowledges and agrees that, following the termination of the ISA,
and notwithstanding Clause 8 hereof, Amni shall be liable to pay, and shall pay,
demobilisation expenses to Sedco and Schlumberger (including under Clause
14.1.3.2) up to a maximum amount of US$750,000, provided that Amni shall not be
required to make such payment if the MOPU and the Equipment shall have been
chartered under contract to a third party on terms that such charter contract
commences immediately upon the termination of the ISA (or at the latest within
15 days of the date of such termination).
4. Completion:
4.1 The transfer contemplated by this Agreement shall be completed
immediately upon execution of this Agreement (time being of the essence). At
such completion ("Completion") Liberty and Amni will deliver to Sedco:
(a) a Xxxx of Sale in the form set out in Schedule 2 executed by Liberty;
(b) a Deed of Amendment amending the terms of the ISA in the form agreed
between the parties executed by Liberty and Amni;
(c) a notice in the form set out in Schedule 4 executed by Amni; and
(d) confirmation that they have made payment to Sedco by wire transfer of
the sum of US$252,600 in respect of the period from 19 June 1998 to 30
June 1998 (both days inclusive) for services rendered pursuant to ISA.
-3-
5. Warranties:
5.1 Liberty, Abacan and Amni represent and warrant to Sedco and Schlumberger as
follows:
(a) Liberty, Abacan and Amni have the requisite power and authority to
enter into and perform this Agreement.
(b) This Agreement constitutes and any other documents which are to be
delivered at Completion will, when executed, constitute binding
obligations of such of Liberty, Abacan and Amni as are parties to them
in accordance with their respective terms.
(c) The execution and delivery of this Agreement, and the performance by
Liberty, Abacan and Amni of their obligations under it, will not:
(i) result in a breach of any provision of the documents of
constitution of Liberty, Abacan or Amni;
(ii) result in a breach of, or constitute a default under, any
instrument to which Liberty, Abacan and Amni are parties or by
which they are bound; or
(iii)result in a breach of any order, judgment or decree of any court
or governmental agency to which Liberty, Abacan or Amni are
parties or by which they are bound.
(d) All consents and agreement of third parties which are required for the
transfer contemplated by this Agreement have been obtained in writing.
(e) Other than the Permitted Lien (as hereinafter defined), no third party
(other than Sedco or Schlumberger) has any right, title or interest in
or to the Equipment.
(f) Neither Liberty, Abacan, nor Amni has any right, title or interest in
or to the MOPU nor, to the best of their knowledge and belief, does
any third party other than the Permitted Lien.
(g) Other than the Permitted Lien or as set out in Schedule 3 hereto, no
option, right to acquire, mortgage, charge, pledge, lien (other than a
lien arising by operation of law in the ordinary course of trading) or
other form of security or encumbrance or equity on, over or affecting
the whole or any part of the Equipment is outstanding and there is no
agreement or commitment to give or create any and no claim has been
made by any person to be entitled to any.
(h) Neither Liberty nor Amni has agreed to acquire any asset comprised in
the Equipment on terms that the property is not passed until full
payment is made.
-4-
(i) Following the transfer of the Equipment at Completion, Liberty and
Amni will have no further right, title or interest in or to the
Equipment.
For the purposes of this Clause 5.1, "Permitted Lien" means any charge or
security interest in favour of Credit Suisse First Boston or Total International
Limited.
5.2 Liberty, Abacan and Amni accept that Sedco and Schlumberger are entering
into this Agreement in reliance upon each of the warranties set out above.
6. Taxation etc:
6.1 Sedco shall be responsible for any VAT or customs duties arising from the
transfer of the Equipment hereunder.
7. General:
7.1 Liberty, Abacan and Amni shall from time to time and at all times after
Completion execute all such deeds and documents and do all such things as
Sedco or Schlumberger may reasonably require for perfecting the
transactions intended to be effected under or pursuant to this Agreement
and for vesting in Sedco the full title and benefit of the Equipment.
Without limiting the foregoing, Liberty and Amni agree to execute all such
documents and do all such things as may be necessary to vest in Sedco the
benefit of manufacturer's and supplier's warranties in respect of the
Equipment of which they may have the benefit.
7.2 Liberty and Amni undertake to preserve and transfer to Sedco all
documentation relating to government duties, taxation and customs levies
that may be relevant to or relate to the Equipment.
7.3 This Agreement constitutes the entire agreement between the parties
relating to the sale and purchase of the Equipment and no party has relied
on any representation made by any other party or any other person except as
expressly set out herein.
7.4 The parties agree that the contents of this Agreement, and all details of
the transactions contemplated in it, shall be kept strictly confidential
and shall not be disclosed to any other person.
7.5 This Agreement may be executed in any number of counterparts, but shall not
be effective until each party has executed at least one counterpart. Each
counterpart shall constitute an original of this Agreement, but all the
counterparts shall constitute one and the same instrument.
7.6 The obligations of Liberty, Abacan and Amni under this Agreement are
several and not joint.
8. Waiver of Claims
-5-
8.1 Schlumberger and Sedco hereby waive and release (on behalf of themselves
and the Schlumberger Group) all claims against and indebtedness due from
Liberty, Abacan, Abacan Resource Corporation and all of its subsidiaries
and affiliates arising under the terms of the ISA or in respect of or in
connection with operations related thereto. Schlumberger and Sedco hereby
waive and release all claims against and indebtedness due from Amni arising
under the terms of the ISA arising on or before 30 June 1998, or in respect
of or in connection with operations related thereto and arising on or
before 30 June 1998. Schlumberger and Sedco accept that Amni, Liberty and
Abacan are entering into this Agreement in reliance upon the foregoing
waiver.
9. Jurisdiction:
9.1 This Agreement shall be governed by and construed in accordance with
English law. All disputes or claims arising in connection with this
Agreement shall be settled under the Rules of Arbitration of the
International Chamber of Commerce by three arbitrators appointed in
accordance with such rules.
AS WITNESS the hands of the duly authorized representatives of the parties the
day and year first above written.
-6-
SCHEDULE 1
EQUIPMENT
See attached document
-7-
SCHEDULE 2
XXXX OF SALE
Know all men by these presents, that:
LIBERTY TECHNICAL SERVICES LIMITED, a company incorporated under the laws of the
Bahamas (hereinafter called the ASeller"), does hereby bargain and sell all its
right, title and interest in all process equipment and other equipment, fixtures
and fittings attached to, or connected with, the Mobile Offshore Production Unit
(the ALangley"), including, without limitation, the power plant (comprising
three gas turbines) and that equipment specified in Schedule 1 hereto
(hereinafter called the AEquipment") unto:
SEDCO FOREX INTERNATIONAL, INC., a company incorporated under the
laws of Panama, its successors and assigns ("Sedco")
for a consideration valued at US$8,000,000.
FURTHER, that the Seller hereby warrants that no third party (other than Sedco
or Schlumberger Overseas S.A.) has any right, title or interest in or to the
Equipment and that title to the Equipment is free and clear of all liens,
charges, claims, mortgages or encumbrances (and there is no agreement or
commitment to give any).
NO WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS GIVEN
BY THE SELLER.
In testimony whereof, the Seller has executed this Xxxx of Sale by its
authorized representative this 30th day of June 1998.
LIBERTY TECHNICAL SERVICES LIMITED
-------------------------------------
Signature
Name:
Title:
-8-
SCHEDULE 3
PERMITTED SECURITY INTERESTS
None
-9-
SCHEDULE 4
NOTICE
Amni International Petroleum Development Company Limited hereby gives six (6)
months' notice to Sedco Forex International, Inc. ("Sedco") and Schlumberger
Overseas S.A. ("Schlumberger") that the Integrated Services Contract dated 20
October 1995 (as amended by a Deed of Amendment dated 30 June 1998) ("ISA")
shall be terminated on 30 December 1998 pursuant to Article 14.1.1 thereof In
connection therewith, it acknowledges that such termination is for reasons other
than the material breach or default of Sedco or Schlumberger.
Authorized signatory for and on
behalf of Amni International Petroleum
Development Company Limited 30 June 1998
-10-
SIGNED by T.B. Folawiyo )
)
)
for and on behalf of ABACAN ) /s/ T.B. Folawiyo
TECHNICAL SERVICES LIMITED )
in the presence of: )
X. Xxxxxx )
SIGNED by T.B. Folawiyo )
)
)
for and on behalf of LIBERTY ) /s/ T.B. Folawiyo
TECHNICAL SERVICES )
LIMITED in the presence of: )
X. Xxxxxx )
SIGNED by )
)
)
for and on behalf of AMNI ) /s/ Xxxxx Xxxxxxx
INTERNATIONAL PETROLEUM )
DEVELOPMENT COMPANY )
LIMITED in the presence of: )
Xxxx Xxxxx Xxxxxxxx )
SIGNED by Xxxxxx Xxxxxxxx )
)
)
for and on behalf of SEDCO FOREX ) /s/ Xxxxxx Xxxxxxxx
INTERNATIONAL, INC. in the )
presence of: )
name unrecognizable )
SIGNED by Xxxxxxx McGuiny )
)
)
for and on behalf of SCHLUMBERGER ) /s/ Xxxxxxx McGuiny
OVERSEAS S.A. in the )
presence of: )
name unrecognizable )
-11-
