EXHIBIT 10.2
TERMINATION. SETTLEMENT
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AND RELEASE SUPPLEMENTAL AGREEMENT
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Between
(1) Amni International Petroleum Development Company Limited ("Amni")
(2) Liberty Technical Services Limited ("Liberty")
Dated: June 1998
Whereas
This Supplemental Agreement is supplemental to:
(A) a Termination, Settlement and Release Agreement relating to the
Licences/Leases ("TSRA") whereby (inter alia) Liberty's existing
interest is exchanged for a ten per cent. (10%) Working Interest in
the Deep Zone
(B) As part of such arrangement the parties have also respectively agreed
to various other terms and conditions as set out herein.
NOW THEREFORE it is agreed as follows:
1. Definitions
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(a) All terms defined in the TSRA shall have the same meaning where used
in this Supplemental Agreement;
(b) The following term shall have the meaning ascribed thereto:
Xxxxxxx the Mobile Offshore Production Unit all as more fully described
in the Assignment and Xxxx of Sale attached hereto as Schedule B
2. Amni and Liberty shall provide Total International Limited ("Total") with
irrevocable written instructions related to the disbursement of revenues
attributable to the lift to be completed by Total on or about June 22nd, 1998
which shall include an instruction to pay Liberty $750,000 in the form of
Schedule D in respect of all amounts owing to Liberty in respect of general and
administrative costs and operating costs.
3. Contemporaneously with this Agreement and in consideration of Sedco Forex
("Sedco") and Schlumberger Overseas S.A. ("Schlumberger") forgiving all of the
Liberty/Amni indebtedness to Sedco and Schlumberger pursuant to the Agreement in
the form attached as Schedule A, Liberty shall enter into an Assignment and Xxxx
of Sale with regard to the Xxxxxxx in favour of Sedco in the form attached as
Schedule B whereby all of the respective rights title and interest of Liberty to
the Xxxxxxx are transferred to Sedco. In contemplation of the foregoing
assignment. Amni hereby waives for the benefit of Liberty any rights claims or
interests it may have in respect of the Xxxxxxx.
4. Existing Creditors -
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Amni hereby agrees to indemnify, and hold harmless Liberty, (which for the
purpose of this clause shall include all of its past and present administrators,
affiliates, agents, assignees, attorneys of record, directors, employees,
officers, partners, predecessors, receivers, shareholders, subsidiaries,
successors and trustees ("Indemnified Parties")) from and against any and all
liabilities, including without limitation attorneys' fees, damages, fines, out
of pocket costs, penalties, and related costs of experts ("Indemnified
Liabilities") arising from, based on, related to or associated with the Joint
Development and Joint Operating Agreements or Joint Operations listed in
Schedule C attached hereto (the "Joint Development Claims"). Further, Amni
hereby assumes the payment of the Joint Development Claims but not further or
otherwise. As soon as reasonably possible Amni shall offer to all holders of
Joint Development Claims a mechanism whereby a proportion of revenues arising
from WA Field, including if necessary, a portion of the revenues attributable to
Amni's interest in the Deep Zone are made available so that all current Joint
Development Claims are promptly met when due and accrued Joint Development
Claims are paid over an agreed pen' od. In return Amni shall require each Joint
Operations Claim holder accepting any payment from Amni to waive all claims
against Liberty. No payments of any kind shall be made by Amni to the holder of
any Joint Development Claims unless such holder first releases Liberty in
writing from any liability with respect to the Joint Development Claims. In the
event any claim or threatened claim is made by any such creditor against
Liberty, Amni shall be promptly notified of such claim or threatened claim and
shall be given full control over the conduct of any proceedings in relation
thereto provided Amni (i) assumes in writing full responsibility for all claims
raised in such proceedings and (ii) properly defends such proceedings. Amni
shall keep Abacan apprised of the status of all such proceedings. Neither
Liberty, Amni nor any of their affiliates shall make any admissions in respect
of any such proceedings that could have an adverse effect on the other party
without the consent of such party. Liberty shall cooperate fully with Amni (at
Amni's request and cost) in any such proceedings and shall procure that its
affiliates also cooperate (on the same basis).
5. Pool Account
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Notwithstanding anything in the TSRA to the contrary, Liberty reserves all of
its rights in the Royalties and Tax pool account ("Pool Account"). At such time
as the actual Excess Profit Tax is determined with respect to the 1998 Joint
Operations, Amni shall pay to Liberty its share of any amount 'in the Pool
Account on the Effective Date that is in excess of the actual amounts due and
owing to the Nigerian Government with respect to the Excess Profit Tax for the
period up to and including the Effective Date.
6. Governing, Law
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(a) This Agreement shall be governed by, construed and interpreted in
accordance with the laws of England.
(b) Any dispute arising out of and relating to this Agreement and which the
Parties have not settled by themselves, shall finally be decided, to the
exclusion of the courts, by arbitration in accordance with the arbitration rules
of the International Chamber of Commerce. Three arbitrators shall be appointed,
each party appointing one arbitrator, and the two arbitrators thus appointed
choosing the presiding arbitrator. In reaching a decision, the arbitrators shall
act (ex aequo et xxxx) and shall be guided by the terms of this Agreement and
international practice in similar agreements.
7. Notices
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All notices, requests, demands, or other communications hereunder shall be
delivered by hand or sent by mail as appropriate or by facsimile, telex or
telegram to the Parties at the address provided below:
Owner/Operator:
Amni International Petroleum Development Company Limited
Xxxx 0000X Xxxxxxx
Xxxxxx Xxxxxx
Xxxxxxxx Island, P.O. Box 54452
Falomo, Ikoyi
Fax: 000 000 000 0000
Attn: Xxxxx X Xxxxxxx
Managing Director
Liberty:
ABACAN RESOURCE CORPORATION
Suite 140
00000 Xx Xxxx'x Xxxx
Xxxxxxx, Xxxxx 00000
XXX
Fax: (000) 000 0000
Attn: Xxxxxxx Xxxxxxxx
With a copy to:
Liberty Technical Services Ltd
00 Xxxxxxxxx Xxxx
Xxxxx, Xxxxx, Xxxxxxx
Attn: Xxxx Xxxxxxxxx
IN WITNESS whereof the Parties have caused this Agreement to be executed on the
date above written
/s/ Xxxxx Xxxxxxx
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for and on behalf
AMNI INTERNATIONAL PETROLEUM
DEVELOPMENT COMPANY LIMITED
Xxxxx Xxxxxxxx
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for and on behalf of
LIBERTY TECHNICAL SERVICES LIMITED
SCHEDULE A
Agreement for Transfer of the Xxxxxxx
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SCHEDULE B
Assignment and Xxxx of Sale
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SCHEDULE C
Joint Development Claims
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NAIRA PAYABLES ($U.S.) [ ]
$US PAYABLES ($U.S.) [ ]
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GRAND TOTAL [ ] (U.S.)
US DOLLAR PAYABLE LISTING
Concessions
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Company Name IMA FIELD
$
Acct. Pay Total
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In addition to the claims set on the preceding pages, Amni will also assume
responsibility for the following lawsuit and future lawsuits relating to the
claims referenced on this Schedule C. Notwithstanding anything in the Agreement
to the contrary, such assumption shall not be subject to any dollar limitations
set forth in the Agreement or this Schedule C.
1. Cause No. 98-24830; Weatherford Enterra U.S., Limited Partnership x. Xxxxxx
Resource Corporation, Abacan Services (USA) Corporation, Abacan Technical
Services, Ltd., Abacan Resources (Nigeria), Ltd. and Liberty Technical
Services, Ltd. filed on May 27, 1998 in the 61st Judicial District Court of
Xxxxxx County, Texas ("Xxxxxxxxxxx Lawsuit").
In addition, Amni has and hereby assumes any liabilities due and owing to the
creditors described on the preceding pages that arises after May 18, 1998.
Notwithstanding anything in the Agreement to the contrary, such assumption shall
not be subject to any dollar limitations set forth in the Agreement or this
Schedule C.
