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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