Exhibit 13.1
TERMINATION AGREEMENT
TERMINATION AGREEMENT, dated as of December 28, 2001 (this
"Termination Agreement"), by and among Apco Argentina Inc., a Cayman Islands
corporation ("Apco"), Apco Delaware, Inc., a Delaware corporation and a direct
wholly-owned subsid iary of Apco ("Merger Sub"), and Globex Energy, Inc., a
Xxxx xxxx corporation ("Globex").
WHEREAS, Apco, Merger Sub and Globex entered into an
Agreement and Plan of Merger, dated as of April 5, 2001 (the "Merger
Agreement");
WHEREAS, the Boards of Directors of Apco, Merger Sub and
Globex deem it advisable and in the best interests of each corporation and its
respective stockholders that the Merger Agreement be terminated;
NOW, THEREFORE, in consideration of the foregoing and the
respective covenants and agreements set forth in this Termination Agreement,
and intending to be legally bound hereby, the parties hereto agree as follows:
1. TERMINATION; CONFIDENTIAL INFORMATION.
(a) Apco, Merger Sub and Globex hereby acknowledge
and agree that the Merger Agreement is terminated pursuant to Section 7.1(a)
thereof effective as of the date hereof and that, as a result of such
termination, none of Apco, Merger Sub or Globex (nor any of their respective
directors or officers) shall have any further obligations or liabilities owing
to the others in connection with or arising out of the Merger Agree ment or
its termination except as specifically set forth in Section 7.2 of the Merger
Agreement.
(b) Any Confidential Information and any work papers,
memoranda or other writings prepared by a party or its Representatives derived
from or incorporating any Confidential Information will continue to be subject
to the terms of Section 5.3 of the Merger Agreement.
2. RELEASE.
(a) Effective as of the date hereof, each of Apco and Merger
Sub hereby releases and discharges, absolutely and forever, any and all
claims, causes of action, losses, damages and liabilities of each and every
kind ("Claims") Apco or Merger Sub has had prior to the date hereof, directly
or indirectly, against Globex or any of Globex's Representatives,
shareholders, subsidiaries or other affiliates, arising out of or relating to
any breach of or default under the Merger Agreement by Globex on or prior to
the date hereof.
(b) Effective as of the date hereof, Globex hereby releases
and discharges, absolutely and forever, any and all Claims Globex has had
prior to the date hereof, directly or indirectly, against Apco or Merger Sub
or any of Apco's or Merger Sub's Representatives, shareholders, subsidiaries
or other affiliates, arising out of or relating to any breach of or default
under the Merger Agreement by Apco or Merger Sub on or prior to the date
hereof.
3. GENERAL PROVISIONS.
(a) All defined terms used but not otherwise defined herein
shall have the meanings set forth in the Merger Agree ment.
(b) This Termination Agreement shall be governed and
construed in accordance with the laws of the State of Delaware (without giving
effect to choice of law principles thereof).
(c) This Termination Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party, it being understood that
the parties need not sign the same counterpart.
IN WITNESS WHEREOF, Apco, Merger Sub and Globex have caused
this Termination Agreement to be signed by their respec tive officers
thereunto duly authorized, all as of the date first written above.
APCO ARGENTINA INC.
By: /s/ Xxxxx Xxxxxxx
---------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive
Officer and President
APCO DELAWARE, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------
Name: Xxxxxx Xxxxx
Title: Controller and
Chief Accounting Officer
GLOBEX ENERGY, INC.
By: /s/ L. Xxxx Xxxxxxxx
----------------------------
Name: L. Xxxx Xxxxxxxx
Title: Chief Operating Officer
