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EXHIBIT 10.39
AMENDMENT TO INTERCOMPANY AGREEMENT
WHEREAS, an Intercompany Agreement (the "Agreement") was entered into
as of June 9, 1997, by and among, SANTA FE INTERNATIONAL CORPORATION ("SFIC"),
SFIC HOLDINGS (CAYMAN), INC. ("SFIC Holdings") and KUWAIT PETROLEUM CORPORATION
("KPC"); and
WHEREAS, the parties to said Agreement have agreed to amend same in the
manner specified herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is agreed that the Agreement shall be and by this document
is amended as specified herein effective as of December 26, 2000:
1. It is acknowledged and agreed that the definitions contained in ARTICLE I
of the Agreement are incorporated herein.
2. In the first sentence of ARTICLE VI, Section 6.1(c) of the Agreement, the
reference to "until the fifth anniversary of the Balance Sheet Date" is
amended to read "until December 31, 2000".
3. The last paragraph of ARTICLE VI, Section 6.1 (c) of the Agreement is
amended to read as follows:
"On December 31, 2000, the parties shall distribute the $38,908,966
which remains in the Liability Payment Fund by paying $24,757,227 to SFIC
and $14,151,739 to SFIC Holdings. The agreed bases for such liquidation of
the Liability Payment Fund are as detailed in Attachment A hereto. From and
after the time of such payments, SFIC shall assume liability for and
indemnify and hold harmless each member of the KPC Affiliated Group and
each of the officers, directors, employees and agents of each member of the
KPC Affiliated Group against any and all Losses in respect of Excluded
Entity Actions to the extent that any such Excluded Entity Actions arises
out of or relate to events occurring on or prior to the Balance Sheet Date,
and SFIC Holdings shall have no further indemnification obligations
pursuant to Section 6.1 (a)(i)."
4. This amendment shall be deemed to be amendment and modification pursuant to
ARTICLE VIII, Section 8.8 of the Agreement. Except as expressly amended,
the Agreement shall otherwise remain in full force and effect.
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IN WITNESS HEREOF, the parties have caused this Amendment to Intercompany
Agreement to be executed and delivered as of the 21 day of December 2000.
SANTA FE INTERNATIONAL CORPORATION
By: /s/ C. Xxxxxxx Xxxxxx, Xx.
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Name: C. Xxxxxxx Xxxxxx, Xx.
Title: President
SFIC HOLDINGS (CAYMAN), INC.
By: /s/ Xxxx X. Xxxxxxxx, Xx.
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Name: Xxxx X. Xxxxxxxx, Xx.
Title: Secretary
KUWAIT PETROLEUM CORPORATION
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Name: Xxxxx X. Xxxxxx, Xx.
Title: Deputy Chairman and Chief
Executive Officer
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ATTACHMENT A
SFIC HOLDINGS (CAYMAN), INC.
LIABILITY PAYMENT FUND
SETTLEMENT CALCULATION
SFIC SFIC HOLDINGS TOTAL
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SFIC funded for remaining known liabilities: $ 2,534,623 -- $ 2,534,623
Settlement per Intercompany Agreement
First ten million to SFIC 10,000,000 -- 10,000,000
Balance divided equally 13,187,171 13,187,172 26,374,343
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25,721,794 13,187,172 38,908,966
Sub-total
SFIC allocates 50% of time value of money for
early settlement: ($25.7 @ 6%) /2
for January 1, 2001 through March 31, 2002 (964,567) 964,567 --
Net Settlement $ 24,757,227 $ 14,151,739 $ 38,908,966
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