EX-10 5 ex10-1.htm EXHIBIT 10.1 ex10-1.htm

 

Exhibit 10.1

 

ASSIGNMENT AND BILL OF SALE

 

This ASSIGNMENT AND BILL OF SALE is made this 21st day of February, 2014, by and between ALLIED ENERGY PLC (formerly, Allied Energy Resources Nigeria Limited), a company incorporated in the Federal Republic of Nigeria (“Allied”), and CAMAC PETROLEUM LIMITED, a company incorporated in the Federal Republic of Nigeria (“CPL”). Each of the Allied and CPL are hereinafter also referred to individually as a “Party” and collectively as the “Parties”.

 

WHEREAS:

 

 

(A)

On June 3, 1992, Allied was awarded Oil Prospecting License 210 (“OPL 210”) by the Federal Republic of Nigeria, 2.5% of the interest in which Allied subsequently assigned to CAMAC INTERNATIONAL (NIGERIA) LIMITED, a company incorporated in the Federal Republic of Nigeria (“CINL”), on September 30, 1992, pursuant to an assignment agreement by and between Allied and CINL.

 

 

(B)

On August 28, 2002, Allied and CINL were granted Oil Mining Lease 120 and Oil Mining Lease 121 (the “OMLs”) by the Federal Republic of Nigeria, with respect to OPL 210, for a term of 20 years commencing on February 27, 2001.

 

 

(C)

On July 22, 2005, Allied, CINL and the Nigerian AGIP Exploration Limited (“NAE”), entered into a Production Sharing Contract (the “PSC”) setting out the terms of agreement in relation to petroleum operations in the area covered by the OMLs.

 

 

(D)

On April 7, 2010, Allied and CINL novated to CPL the beneficial ownership of their respective interests in and all of their rights and obligations then existing under the PSC in relation to that certain oilfield asset known as the Oyo Field in the OMLs (the “Oyo Field”).

 

 

(E)

On February 15, 2011, Allied and CINL novated to CPL the beneficial ownership of their respective interests in and all of their rights and obligations then existing under the PSC in relation to the remainder of the OMLs.

 

 

(F)

On June 29, 2012, Allied acquired from NAE all of NAE’s beneficial ownership and interest in and all of NAE’s rights and obligations then existing under the PSC.

 

 

(G)

On November 19, 2013, the CEI Parties and Allied Parties entered into a Transfer Agreement (the “Transfer Agreement”).

 

 

(H)

Pursuant to the Transfer Agreement, Allied has agreed to assign and sell and CEI has agreed to assume and purchase all of Allied’s right, title and interest in, to and under certain contracts (the “Contracts”) and tangible assets (the “Assets”), as applicable, relating to the OMLs as set forth in greater detail on Exhibit A attached hereto.

 

 
 

 

 

NOW, THEREFORE, THIS DEED OF ASSIGNMENT WITNESSETH AS FOLLOWS:

 

 

(1)

For good and valuable consideration, and subject to Section 1.1 of the Transfer Agreement, Allied hereby SELLS, ASSIGNS, CONVEYS, AND TRANSFERS to CPL all of Allied’s right, title and interest in and to (a) the Contracts and the Assets and (b) any tangible assets located or affixed to the seabed within the boundaries of the OMLs that are capable of being legally and physically removed (the “Assignment and Sale”).

 

 

(2)

CPL hereby accepts the Assignment and Sale and assumes and agrees to be bound by and perform the obligations, burdens, duties, responsibilities and liabilities pertaining to the Contracts and Assets and all laws, regulations and contracts related thereto in the place of Allied to the extent accruing from and after the Closing Date, as such term is defined in the Transfer Agreement.

 

 

(3)

Each of the Parties shall execute and deliver such other documents and instruments, provide such materials and information and take such other actions as may be commercially reasonable, to the extent permitted by law, to fulfill its obligations under this Assignment and Bill of Sale.

 

 

(4)

This Assignment and Bill of Sale may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Facsimile or other electronic (pdf) execution and delivery of this Assignment and Bill of Sale is legal, valid and binding for all purposes.

 

 

(5)

This Assignment and Bill of Sale and any question or dispute arising out of or relating to its implementation, existence, validity or termination shall be subject to, governed by and construed in accordance with the laws of the State of Texas, excluding any conflict of laws or rules that would require application of the laws of another jurisdiction.

 

 

(6)

This Assignment and Bill of Sale is executed and delivered pursuant to the Transfer Agreement. In the event of any conflict or inconsistency between any term of this Assignment and Bill of Sale and the Transfer Agreement, the latter will control.

 

[Signature page to follow]

 

 
 

 

 

IN WITNESS WHEREOF, the Parties hereto have caused this Assignment and Bill of Sale to be duly executed on the date and year first above written.

 

 

 

 

ALLIED ENERGY PLC

 

 

 

     

 

 

 

 

/s/ Kamoru Lawal    

 

Name: 

Kamoru Lawal

 

Title: 

Director 

 

 

 

 

CAMAC PETROLEUM LIMITED

 

 

 

     
     
  /s/ Adama Traore
  Name: Adama Traore
  Title: Director

 

 

Signature Page to Assignment and Bill of Sale

 

 
 

 

 

Exhibit A

 

Exhibit A

Contracts and Assets

 

[See attached]

 

 

 

Exhibit A to the Assignment and Bill of Sale

 

 
 

 

 

 

Contract ID & Description

Contractor / Counterparty

Contract Type

Contract Term

Contract Start Date

Contract End Date

AEP/WELLS/13/004/1

Cementing Products/Services & Case Float Equipment

Halliburton West Africa Limited and Halliburton Energy Services Nigeria Limited

Frame Agreement

One (1) year w/ automatic renewal in one year terms; 30 day termination notice prior to the end of a term

29-Aug-13

28-Aug-14

           

AEP/WELLS/13/008/1

Electric Wire Line Logging

Halliburton West Africa Limited and Halliburton Energy Services Nigeria Limited

Frame Agreement

Three (3) years

29-Aug-13

28-Aug-2016

           

AEP/WELLS/13/009/1

DD/LWD/MWD

Drilling Tools and Remedial & Fishing Services (whipstock, reamers, jars)

Schlumberger Overseas SA and Schlumberger Nigeria Limited

Frame Agreement

One (1) year

1-Jul-13

30-Jun-14

           

OYO-GE-001

Supply of Flexible Flowlines and Risers

GE Wellstream

Supply Contract

cancellation on written notice and 15% cancellation fee

5-Oct-12

Oct-2015

           

OYOE1-SPS-CT-01

Supply of subsea production equipment & services

Including Xmas Trees, Umbilicals and Running Tools

Aker Solutions

Frame Agreement

Project duration

4-Sept-13

Sept-2015

           

Master Services Agreement

Engineering Support Services

Oceanic Consultants Nigeria Limited

Frame Agreement

Evergreen

16-Jan-08

90-day cancellation by either Party

           

  

 
 

 

 

Engineering and Support Services

Oceanic Consultants, Inc. (Texas corporation)

Frame Agreement

Evergreen

16-Jan-2008

30-day notice provision

           

Security Agreement

Security offshore advisor

Knight Security Services

Frame Agreement

1 year

2-May-2013

1-May-2014

           

Master Services Agreement

Allied Energy Corporation

Frame Agreement

Evergreen

1-Jan-2011

30 day notice provision

           

Allied Energy Corporation
(contracts in which Allied Energy Corporation is the counterparty receiving goods/services)

 

Proposal for Rig Survey

Lloyd’s Register

Services Agreement

N/A

   
           

Master Services Agreement

Deep Trend, Inc.

Frame Agreement

Evergreen

1-Oct-2012

30 day notice provision

           

Master Consulting Agreement for Consultancy Services

Lone Star Deepwater LLC

Frame Agreement

Evergreen

20-Feb-2013

30 day notice provision

           

Master General Services Agreement

Pegasus International, Inc.

Frame Agreement

Evergreen

27-Mar-2013

30 day notice or cause

           

Master Services Agreement

EXP Engineering International

Frame Agreement

Evergreen

2-Oct-2013

30 day notice provision

           

Engineering Consultancy Services Agreement

Xodus Group Limited

Frame Agreement

Pending

Pending

Pending

           

Master Consulting Services Agreement

2H Offshore, Inc.

Frame Agreement

Evergreen

4-Oct-2013

10 day notice

           

Services Agreement

Cross Barge Services, Ltd.

Pending

Pending

Pending

Pending

           

Services Agreement

Proserv Operations, Inc.

Pending

Pending

Pending

Pending

           

  

 
 

 

 

Contract ID & Description

Contractor/Counterparty

Contract Type

     

P.O. OYOE1-SPS-PO-08

Umbilical and Subsea Distribution System

Aker Solutions

Purchase Order

     

P.O. OYOE1-SPS-PO-09

Major Spares LLI

Aker Solutions

Purchase Order

     

P.O. OYOE1-SPS-PO-10

Tree Running Tools and IWOCS

Aker Solutions

Purchase Order

     

P.O. OYOE1-SPS-PO-02

Consumables

Aker Solutions

Purchase Order

     

DRILLSHIP

ENERGY SEARCHER

Oceanic Consultants Nigeria Limited

Drilling Contract (Head Contract supported by subcontract with Northern Offshore International Drilling Company Ltd)

     

FPSO

ARMADA PERDANA

Oceanic Consultants Nigeria Limited/ Bumi Armada Singapore Pte Ltd and Armada OYO Ltd

Operations & Maintenance

and

Bareboat Charterparty