CAMAC Energy Inc. - Exhibit 10.2 - Filed by newsfilecorp.com






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

4




Signed 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