VAALCO Energy, Inc.
0000 XXXX XXX XXXXX, XXXXX 000
XXXXXXX, XXXXX 00000
TEL. (000) 000-0000 FAX. (000) 000-0000
December 5, 1996
Mr. X. Xxxxx Xxxxxxx
Northstar Interests, L.C.
0000 Xxxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
RE: 1996 Apache Offshore Gulf of Mexico Sales Package
Amendment to October 22, 1996 Letter Agreement between VAALCO and
Northstar
Dear Xxxxx:
This letter amends the October 22, 1996 Letter Agreement between] VAALCO Energy,
Inc. ("VAALCO") and Northstar Interests, L.C. ("Northstar") with respect to the
companies' joint purchase of the Apache Corporation offshore properties
described in the Exhibit "A" of said letter agreement. The amended terms and
conditions of the agreement being as follows:
(1) According to the Settlement Statement issued by Apache and dated
December 6, 1996, attached hereto as Exhibit "A", the Total Adjusted Purchase
Price for the properties is Five Hundred and Forty One Thousand and One Hundred
Sixty Nine ($541,169.00) Dollars.
(2) VAALCO will pay one half the Total Adjusted Purchase Price and
Northstar will pay the other half. All amounts previously deposited by each of
the respective parties with Apache in accordance with the October 22, 1996
Letter Agreement shall be credited against the amount due at closing from each
such respective party (eg. VAALCO will be credited $85,500.00 and Northstar will
be credited $55,500.00).
(3) The Effective Date of the transaction with Apache will be July 1,
1996, and thereafter VAALCO and Northstar will equally share all revenues and
expenses attributable to the properties save and except ss148. Similarly, VAALCO
and Northstar will equally share responsibility for all gas imbalances inherited
with respect to the properties.
(4) With one exception, at closing VAALCO (or its designated subsidiary
VAALCO ENERGY (USA), INC.) will be assigned half of the interest conveyed by
Apache to Northstar in the properties and Northstar will retain the other half.
The one exception is that VAALCO will not be assigned an interest in the Ship
Shoal 148 override to be conveyed by Apache to Northstar.
(5) Northstar and VAALCO will be equally responsible for satisfying the
Apache bonding requirements and any supplemental bonding requirements of the
MMS. VAALCO will be solely responsible for satisfying THE three $50,000.00 MMS
lease bonds on High Island Blocks A-280. A-313 and A-314, and will have its'
principals Severally guaranty the $400,000.00 above $1,200,000. in liability on
the bonds being issued by Underwriters Indemnity. Xxxxxxxxx's principals will
execute a separate guaranty agreement with the VAALCO principals wherein they
will agree to be liable to said principals for one half, or $200.000.00, of the
$400,000.00 being guaranteed by the said VAALCO principals as above described.
(6) VAALCO will operate the High Island Block 313/314 and High Island
Block A-280 fields and with respect tO those fields Northstar will be
responsible to VAALCO for its proportionate share of XXXXX authorized overhead
charges billed the non-operators.
Sincerely,
VAALCO ENERGY, INC.
/s/XXXXXXX X XXXXXXXXX. III
Xxxxxxx X Xxxxxxxxx. III
Vice President and General Counsel
Agreed to and Accepted this ___day of December, 1996.
NORTHSTAR INTERESTS L.C.
By: /s/ S. XXXXX XXXXXXX
S. Xxxxx Xxxxxxx
Its: Managing Director
Settlement Statement
Seller: Apache Corporation
Buyer: Northstar Interests, L.C.
Effective Time: July 1,1996 @ 7:00 a.m.
Closing Date: December 6, 1997 Post-Closing Date: March 6, 1997
Well Name: Various - Offshore Properties
Wire Transfer Instructions: Seller: To be designated by written notice
Buyer: To be designated by written notice
Post
Preliminary Closing Final
Settlement Adjustment Settlement
Purchase Price $1,310,000 $0 $0
----------- ---------- ----------
ADJUSTMENTS
Increases to Purchase Price-
Post Effective Date Expenditures 247,061 0 0
Hydrocarbon Inventory 966 0 0
Underproduced Gas Imbalances 49,897 0 0
Other 0 0 0
---------------------------------------
Total Increases 297,924 0 0
---------------------------------------
Decreases to Purchase Price-
Post Effective Date Revenues 804,051 0 0
Title Defects 0 0 0
Overproduced Gas Imbalances 262,704 0 0
Other 0 0 0
---------------------------------------
Total Decreases 1,066,755 0 0
---------------------------------------
Adjustments to Purchase Price (768,831) 0 0
---------------------------------------
Total Adjusted Purchase Price $541,169 $-- $--
Less: Payments Received (141,000) $--
---------------------------------------
Amount Due (To) From Buyer $400,169 $-- $--
Buyer: /s/ X. Xxxxx Xxxxxxx Date:12-05-96
Seller:/s/ X. Xxxxxxxx Date:12-05-96
