EXHIBIT 10.1
TERMINATION, SETTLEMENT
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AND RELEASE AGREEMENT
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Between
(1) Amni International Petroleum Development Company Limited ("Amni")
(2) Liberty Technical Services Limited ("Liberty")
Dated: 30 June 1998
Whereas
(A) Amni and Liberty are parties to the Joint Venture and Joint Operating
Agreements relating to the Licences/Leases.
(B) Various disputes having arisen between the parties, the parties have
now agreed to settle their disputes and to terminate their existing
arrangements and replace them with a new arrangement as set out
herein.
NOW THEREFORE it is agreed as follows:
1. Definitions
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The following terms shall have the meanings respectively ascribed thereto:
DEEP ZONE All geological formations within and around the IMA Field
that are north (upthrown) and south (downthrown) of the geological fault
dividing the IMA Field, all depths below the geological formation within the
IMA Field known as the sand, as currently shown on the maps and schematic
cross-section materials covering the IMA Field annexed hereto as Schedule B1 or
a depth of 12,150 feet (true vertical depth), whichever is the lesser depth,
lying within the geographical co-ordinates along the northern boundary of OML
112 and OPL 237, to the southern boundary of OML 112, to the western
boundary of OML 112 and to the eastern boundary of 550,000m E, annexed hereto as
Schedule B2.
EFFECTIVE DATE the 30th day of June 1998
JOINT OPERATIONS all operations relating to the IMA Field under
Licences/Leases other than operations commenced after the Effective Date that
relate to the Deep Zone
JOINT DEVELOPMENT
AGREEMENTS the agreements listed in Schedule A hereto
IMA FIELD The oil producing reservoir known as the IMA Field lying
within the Licences/Leases as shown on the plan attached as Schedule B@ hereto.
LICENCES/LEASES Nigeria Oil Prospecting License 237, dated October 13, 1994
and Nigeria Oil Prospecting License 469, dated August 24, 1993, subsequently
converted to Oil Mining License 112 on February 12, 1998
2. Termination of Joint Development Agreements
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With effect from the Effective Date the Joint Venture and Joint Operating
Agreements are agreed by the parties to have ceased to be of any force or effect
and all rights, obligations and liabilities arising thereunder or in connection
therewith (whether in respect of the period prior to the Effective Date or
thereafter) are deemed to be canceled.
3. Assignment of Interests
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Subject to any necessary government consents
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(a) Liberty in consideration of the obligations undertaken by Amni
hereunder, hereby surrenders and assigns to Amni all of its right,
title and interest in the Licences/Leases and all associated equipment
located on the IMA Field and materials including 3D seismic data and
other geological and/or geophysical information acquired by or on
behalf of the joint ventures established pursuant to the Joint Venture
and Joint Operating Agreements with effect from the Effective Date
with the exception of (i) Liberty's interest in the Xxxxxxx, (ii)
Liberty's existing rights to production from the IMA Field (or the
proceeds thereof) produced on or prior to the May 18, 1998 and (iii)
Liberty's rights in the insurance proceeds relating to the blowout of
the IMA 9 well, which proceeds shall be used to partially reimberse
the cost of the first well to be drilled in the Deep Zone, all as is
provided for in the Joint Operating Agreement attached as an Exhibit
to the Joint Venture Agreement and attached hereto as Schedule C.
Liberty shall procure that all data and information relating to Joint
Operations shall be released to Amni within 60 days of the date
hereof.
(b) Amni hereby grants a 10% working interest in the Deep Zone to Liberty
(or its nominee) on the terms set out in the Joint Venture Agreement
attached hereto as Schedule C, which Joint Venture Agreement has been
executed on even date herewith.
(c) With respect to the Joint Venture Agreement attached hereto and
documents executed in connection therewith (collectively, the "Deep
Zone Documents"), Amni and Liberty shall use their best efforts to
obtain the necessary governmental approvals required to consummate the
transaction provided therein as promptly as possible. If by December
1, 1998 the necessary government approvals have not been obtained,
then Amni and Abacan shall enter into such other contractual
agreements as are necessary to provide Liberty (or its nominee) with
all of the rights and benefits provided for in the Deep Zone
Documents.
4. Waiver of Claims
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Amni hereby waives all existing claims against and debts from Liberty, Abacan
Resource Corporation ("ARC") and all of its related subsidiaries, including, but
not limited to, Abacan Technical Services Ltd. (collectively, "Abacan") arising
under the terms of the Joint Venture and Joint Operating Agreements or in
respect of or in connection with Joint Operations. Liberty hereby waives (and
will procure that all of its affiliates also waive all existing claims) all
existing claims against Amni in respect of or in connection with the Joint
Operation and the Joint Venture and Joint Operating Agreements.
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5. Governing Law
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(a) This Agreement shall be governed by, construed, intrepreted and
applied 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.
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 of
AMNI INTERNATIONAL PETROLEUM
DEVELOPMENT COMPANY LIMITED
/s/ Xxxxx Xxxxxxxx
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for and on behalf of
LIBERTY TECHNICAL SERVICES LIMITED
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SCHEDULE A
1. Joint Venture Agreement for OPL 237 dated 2/12/94 as restated as at 15
September 1995 and the following related agreements of the same date
Joint Operating Agreement
Management Committee By-Laws
Technical Assistance Agreement
2. Joint Venture Agreement for OPL 469 dated 19 August and restated as at 15
September 1995 and the following related agreements of the same date
Joint Operating Agreement
Management Committee By-Laws
Technical Assistance Agreement
3. All other agreements entered into by and between Amni or its affiliates and
Abacan with respect to the foregoing agreements or relating to the
ownership and operation of the Joint Operations.
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SCHEDULE B
THE IMA FIELD
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Please see Schedule AD@ of the Joint Venture Agreement filed as Exhibit 10.3 to
the Form 10-KSB dated effective March 1, 1999.
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SCHEDULE C
DRAFT JOINT VENTURE AGREEMENT
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The finalized Joint Venture Agreement has been filed as Exhibit 10.3 to the Form
10-KSB dated effective March 1, 1999.
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SUPPLEMENTAL AGREEMENT TO TSRA DATED JUNE 30, 1998
Date: June 30, 1998
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We refer to the TSRA being signed today between us. Notwithstanding the terms
of such Agreement, the parties hereby agree that the issue of termination of the
JVA/JOA remains outstanding.
Accordingly, the parties hereby undertake to negotiate a termination clause in
good faith as soon as reasonably practicable hereafter (and in any event not
later than seven days from the date hereof) along the following principles:
1. Termination will be permissible if either party fails to pay any sums due,
whether as a result of default, insolvency, liquidation or receivership.
2. The default may be remedied within a 60-90 day period by the defaulter or
someone on his behalf.
3. If it is not remedied within such period, the non-defaulting party may
terminate the JVA/JOA forthwith.
4. Upon any such termination the terminating party will be compensated for the
value of its interest in the project net of the cost of curing the default.
Agreed:/s/ Xxxxx Xxxxxxxx Agreed:/s/ Xxxxx Xxxxxxx
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Liberty Technical Services Ltd. Amni International Petroleum
Development Company Limited
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