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EX-10.2 4 exhibit10-2.htm EXHIBIT 10.2

_____________________________________________________

Exhibit 10.2



Dated February 15,2011

_________________________





ALLIED ENERGY PLC (1)

and

CAMAC INTERNATIONAL (NIGERIA) LIMITED (2)

and

NIGERIAN AGIP EXPLORATION LIMITED (3)

and

CAMAC PETROLEUM LIMITED (4)



______________________________________

AGREEMENT NOVATING PRODUCTION

SHARING CONTRACT

______________________________





Contents



1. Definitions and interpretation 3



2. Novation 4



3. Confirmation of Terms 4



4. Representations and Warranties 5



5. Miscellaneous 5



Schedule 1 Oyo Field

This Agreement is dated February 15, 2011 and is made BETWEEN:



(1) ALLIED ENERGY PLC (formerly, Allied Energy

Resources Nigeria Limited) a company incorporated

under the laws of the Federal Republic of Nigeria

and having its registered office at Plot 1649 Olosa

Street, Camac House, Victoria Island, Lagos (Allied

Energy);



(2) CAMAC INTERNATIONAL (NIGERIA) LIMITED a company

incorporated under the laws of the Federal Republic

of Nigeria and having its registered office at Plot

1649 Olosa Street, Camac House, Victoria Island,

Lagos (Camac Nigeria);



and together with Allied Energy, Allied



(3) NIGERIAN AGIP EXPLORATION LIMITED a company

incorporated under the laws of the Federal Republic

of Nigeria and having its registered office at Plot

PC 23 Engineering Close, Victoria Island, Lagos

(NAE); and



(4) CAMAC PETROLEUM LIMITED a company incorporated

under the laws of the Federal Republic of Nigeria

and having its registered office at 35, Maloney

Street, Lagos (CPL)



(together the “Parties”, and each a “Party”).



WHEREAS:



(A) On 3 June 1992, Allied Energy was awarded an oil

prospecting licence to block 210 (OPL 210) an

interest of 2.5% in which Allied subsequently

assigned to Camac Nigeria on 30 September 1992.



(B) On 28 August 2002, Allied were granted oil mining

leases 120 and 121 (OMLs) with respect to the OPL

210, for a term of 20 years commencing from 27

February 2001.



(C) Pursuant to a Deed of Assignment dated 22 July 2005

Allied assigned to NAE a 40% interest in the OMLs,

with remaining 60% being retained by Allied.



(D) On 22 July 2005 Allied and NAE entered into a

Production Sharing Contract (PSC) setting out the

terms of agreement in relation to petroleum

operations on the territory of the OMLs.



(E) On 7 April 2010, Allied Energy and CAMAC Nigeria

novated to CPL the beneficial ownership of their

respective interests in and all rights and

obligations under the PSC in relation to the Oyo

Field pursuant to the Agreement Novating Production

Sharing Contract of the same date entered into by

and among Allied Energy, CAMAC Nigeria, CPL and NAE

(the “First Novation”).



(F) Each of Allied Energy and Camac Nigeria now wishes

to novate to CPL the beneficial ownership of their

respective interests in and all rights and

obligations in relation to the OMLs under the PSC

that were not heretofore novated pursuant to the

First Novation, subject to the terms and conditions

hereinafter set forth.



NOW IT IS HEREBY AGREED as follows:



1 Definitions and interpretation



1.1 In this Agreement, unless the context otherwise

requires:



1.2 In this Agreement, unless the context otherwise

requires, all words and expressions defined in the

PSC shall have the same respective meanings in this

Agreement.



1.2.1 references to clauses and schedules are to Clauses

of, and Schedules to, this Agreement;



1.2.2 headings do not affect the interpretation of this

Agreement, the singular shall include the plural

and vice versa, and references to one gender

include all genders;









2 1.2.3 references to any English legal term or concept

shall, in respect of any jurisdiction other than

England, be construed as references to the term

or concept which most nearly corresponds to it

in that jurisdiction;



1.2.4 a reference to any other document referred to in

this Agreement is a reference to that other

document as amended, revised, varied, novated or

supplemented at any time; and



1.2.5 any phrase introduced by the terms including,

include, in particular or any similar expression

shall be construed as illustrative and shall not

limit the sense of the words preceding those

terms.



2 Novation



2.1 Subject to Clause 3.3 and with effect from and

including the Second Novation Date, Allied

Energy and Camac Nigeria assign to CPL all their

respective rights, liabilities, duties,

covenants, undertakings, warranties and other

obligations contained in the PSC in respect of

the lease areas of the OMLs that were not

assigned pursuant to the First Novation,

including all claims and demands in respect

thereto arising in connection with the PSC. The

rights, liabilities, duties, covenants,

undertakings, warranties and other obligations

being assigned hereunder shall hereinafter be

referred to as the “Second Novated Interests.”



2.2 Subject to Clause 3.3 and with effect from and

including the Second Novation Date, CPL accepts

all respective rights and liabilities of Allied

Energy and Camac Energy under the PSC and agrees

to perform all the duties and to discharge all

the covenants, undertakings, warranties and

other obligations of Allied Energy and Camac

Energy respectively and to be bound by all the

terms and conditions of the PSC in respect of

the Second Novated Interests.



2.3 This Agreement shall become effective on the

date (Second Novation Date) on which all the

Parties hereto have signed this Agreement.



Allied Energy shall indemnify and hold each of

NAE and CPL harmless against all losses,

damages, injuries, expenses, and actions of

whatever kind and nature suffered by each of

them respectively where such losses, damages,

injuries, expenses, and/or actions are as the

result of the failure of Allied Energy to notify

the Department of Petroleum Resources (“DPR”) of

the transaction described in this Agreement.



2.4 Subject to Article 2.3, NAE acknowledges and

agrees to the novation of the PSC contemplated

under this Agreement and agrees to be bound by

the terms of this Agreement.



2.5 Unless the context otherwise requires, with

effect from and including the Second Novation

Date, references to Allied Energy and/or Camac

Nigeria and/or Allied in the PSC as far as the

Second Novated Interests are concerned, in

accordance with this Agreement, shall be deemed

to be references to CPL.



3 Confirmation of Terms



3.1 Subject to Clause 3.3 of this Agreement and

except where inconsistent with the provisions of

this Agreement, the terms of the PSC and the

First Novation are confirmed and shall remain in

full force and effect.



3.2 With effect from the Second Novation Date, this

Agreement, the First Novation, and the PSC shall

be read and construed as one document.



3.3 For the avoidance of doubt the Parties hereby

confirm that:



3.3.1 the terms and conditions of Articles 8.1(a),

8.1(c) and 8.3 of the PSC (relating to Royalty

Oil, Tax Oil, and the Escrow Account) shall

remain unaffected by this Agreement and Allied

Energy shall retain its rights and obligations

under those Articles;



3.3.2 the Parties understand and acknowledge that CPL

is an Affiliate of Allied Energy, and

accordingly agree that the waiver by NAE of its

rights in Article 8.1(e) of the PSC in favour of

Allied Energy in respect of the Oyo field and

the Second Novated Interests (“ NAE Waiver”)

remains applicable and such NAE Waiver will be

deemed to extend to the interest of CPL in the

Oyo Field and the Second Novated Interests. For

the avoidance of doubt, if at any time CPL

ceases to be an Affiliate of Allied, then the

NAE Waiver shall no longer apply, in accordance

with Article 8.1(e) of the PSC.









3 3.3.3 all terms and conditions of the Co-operation Agreement between NAE and Allied Energy dated 15 January 2006, as amended, remain in full force and effect and shall remain unaffected by this Agreement including without limitation, to procurement and engineering services provided by Allied Energy to NAE with respect to the Oyo Field and/or the Second Novated Interests.

3.3.4 notwithstanding anything to the contrary in this Agreement or the PSC, CPL shall not be entitled to appoint any representatives in the Management Committee, nor to exercise any right to vote therein in respect of any matters, including with respect to the Second Novated Interests. It is understood that CPL’s interest in the Second Novated Interests will be represented by Allied.

3.3.5 notwithstanding anything to the contrary in this Agreement or the PSC, but without prejudice to Clause 3.3.1, the following provisions of the PSC shall not apply to CPL, but will continue to apply to Allied or the First Party, as the case may be: Article 5, 7.2, 7.3, 8.6, 9, 11, 12, 13.3, 14.3. For the avoidance of doubt, the valuation procedures of Article 9 of the PSC shall be binding on CPL.

4 Representations and Warranties

4.1 Each Party severally represents and warrants on behalf of itself that:

4.1.1 it has full power and authority under its memorandum or articles of association or other governing documents and otherwise to enter into and perform its obligations pursuant to this Agreement; and

4.1.2 it has duly authorised, executed and delivered this Agreement and this Agreement constitutes valid and binding obligations enforceable against it in accordance with its terms.

5 Miscellaneous

5.1 The provisions of Articles 16 (Confidentiality and Public Announcements) and 20 (Laws and Language) of the PSC shall apply mutatis mutandis to this Agreement.

5.2 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which when taken together constitute a single instrument.

IN WITNESS WHEREOF the Parties have entered into this Agreement on the day and year first above written.



Signed for and on behalf of

ALLIED ENERGY PLC Signature: /s/ Kamoru Lawal

Name: Kamoru Lawal

Designation: Director



4Signed for and on behalf of

CAMAC INTERNATIONAL

(NIGERIA) LIMITED



Signature: /s/ Kamoru Lawal

Name: Kamoru Lawal

Designation: Director



Signed for and on behalf of

NIGERIAN AGIP EXPLORATION LIMITED



Signature: /s/ Ciro A. Pagano



Name: Ciro A. Pagano



Designation: Vice Chairman/MD



Signed for and on behalf of

CAMAC PETROLEUM LIMITED



Signature: /s/ Byron Dunn



Name: Byron Dunn



Designation: CEO

5