Exhibit 10.2
▇▇▇▇ ▇▇▇▇ Joint Operating Agreement
Novation and Amendment Agreement
DATED: 8th day of September 2006
A & T Petroleum Company, Ltd.
Hawler Energy, Ltd.
Hillwood Energy, Ltd.
- and -
Calibre Energy, Ltd.
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NOVATION AND AMENDMENT AGREEMENT
- relating to -
the Joint Operating Agreement for ▇▇▇▇ ▇▇▇▇ EPSA
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▇▇▇▇ ▇▇▇▇ JOINT OPERATING AGREEMENT
NOVATION AND AMENDMENT AGREEMENT
This Agreement is made and entered into this day of September, 2006 between
and among A & T Petroleum Company, Ltd., a company incorporated and existing
under the laws of the Cayman Islands ("A & T"), Hawler Energy, Ltd., a company
incorporated and existing under the laws of the Cayman Islands ("Hawler"),
Hillwood Energy, Ltd, a company incorporated and existing under the laws of the
Cayman Islands ("Hillwood"), and Calibre Energy, Ltd., a company incorporated
and existing under the laws of ________________ ("Calibre").
A & T, Hawler, Hillwood and Calibre are sometimes herein referred to
collectively as the "Parties" and individually as a "Party".
WITNESSETH:
A. WHEREAS, A & T and Hawler entered into a Joint Operating Agreement
dated August __, 2006 (hereinafter referred to as the "JOA"), which
sets forth the respective rights, interests, obligations and
liabilities of the parties thereto with regard to the conduct of
Petroleum Operations in the ▇▇▇▇ ▇▇▇▇ Area, pursuant to the Exploration
and Production Sharing Agreement dated March 29, 2006 (hereinafter
referred to as the "PSA"), between A & T, Hawler and the Oil and Gas
Petroleum Establishment of the Kurdistan Regional Government - Iraq
("OGE");
B. WHEREAS, Hawler has transferred and assigned an undivided 10%
Participating Interest in and under the PSA to Hillwood. OGE approval
of the assignment of the interest in the PSA is currently pending.
C. WHEREAS, Hawler has transferred and assigned an undivided 10%
Participating Interest in and under the PSA to Calibre. OGE approval of
the assignment of the interest in the PSA is currently pending.
D. WHEREAS, the assignment of the 10% Participating Interest in and under
the JOA will be perfected, inter alia, by the execution of this
Novation and Amendment Agreement.
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Unless specifically defined in this Agreement, terms and expressions
defined in the JOA shall bear the same meanings herein.
2. The Parties severally agree that from the date on which the OGE gives
its final official written approval to the assignment to Hillwood of an
undivided 10% Participating Interest in and under the PSA to
(hereinafter referred to as the "Hillwood Effective Date"), Hillwood
shall become a party to the JOA with a 10% Participating Interest
(hereinafter referred to as the "Hillwood Assigned Interest") and shall
be entitled to all the benefits and subject to all the obligations
under the JOA in respect to such Assigned Interest.
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3. The Parties severally agree that from the date on which the OGE gives
its final official written approval to the assignment to Calibre of an
undivided 10% Participating Interest in and under the PSA to
(hereinafter referred to as the "Calibre Effective Date"), Calibre
shall become a party to the JOA with a 10% Participating Interest
(hereinafter referred to as the "Calibre Assigned Interest") and shall
be entitled to all the benefits and subject to all the obligations
under the JOA in respect to such Assigned Interest.
4. Hillwood hereby undertakes with each other Party, from the Hillwood
Effective Date to observe, perform, discharge and be bound by all
liabilities and obligations of Hawler to an undivided 10% Participating
Interest, whether actual, accrued, contingent, or otherwise, to the
same extent as if Hillwood had been a party to the JOA in relation to
the Hillwood Assigned Interest in place of Hawler as to such interest.
5. Calibre hereby undertakes with each other Party, from the Calibre
Effective Date to observe, perform, discharge and be bound by all
liabilities and obligations of Hawler to an undivided 10% Participating
Interest, whether actual, accrued, contingent, or otherwise, to the
same extent as if Calibre had been a party to the JOA in relation to
the Calibre Assigned Interest in place of Hawler as to such interest.
6. Each of the Parties hereto hereby releases and discharges Hawler from
the liabilities and obligations assumed by Hillwood pursuant to
paragraph 4 above and each Party hereto accepts the like liabilities
and obligations of Hillwood thereof.
7. Each of the Parties hereto hereby releases and discharges Hawler from
the liabilities and obligations assumed by Calibre pursuant to
paragraph 5 above and each Party hereto accepts the like liabilities
and obligations of Calibre thereof.
8. From the Hillwood Effective Date and the Calibre Effective Date,
Article 3.2(A) of the JOA is hereby amended with the replacement of the
following Participating Interests shares of the Parties, becoming as
follows:
A & T 50%
Hawler 30%
Hillwood 10%
Calibre 10%
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9. In Article 17 of the JOA the following address for notices is added:
Hillwood
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Office: ▇▇▇.▇▇▇.▇▇▇▇
Fax: 817.224.6062
Calibre
Suite 402
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Office:
Fax:
10. This Agreement shall be treated as constituting all approvals,
confirmations, undertakings and other actions required under the JOA in
respect of the matters referred to herein.
11. Subject as expressly provided in this Agreement, all other provisions
of the JOA shall remain in full force and effect and binding on the
parties hereto.
12. This Agreement may be executed in counterparts with the same effect as
if all parties hereto had executed the same document, provided that no
party hereto shall be bound to this Agreement unless and until all
parties hereto have executed a counterpart.
13. This Agreement is governed by and interpreted in accordance with the
laws of England, excluding those conflicts of law rules that would
apply the laws of another jurisdiction.
14. Parties hereby agree that any dispute, controversy or claim arising out
of or in relation to this Agreement either before or after Hillwood or
Calibre becomes a Party to the JOA, shall be settled in accordance with
the provisions of Article 18 of the JOA. Parties declare that they
fully know and understand such Article 18 and consider it incorporated
into this Agreement.
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IN WITNESS WHEREOF, each party has caused its duly authorised representative to
execute this instrument in 4 originals on the day and year first above written
with the intention of being bound thereby.
A & T PETROLEUM COMPANY, LTD.
By:
---------------------------------
Name
Title
HAWLER ENERGY, LTD.
By:
---------------------------------
Name
Title
HILLWOOD ENERGY, LTD.
By:
---------------------------------
Name
Title
CALIBRE ENERGY, LTD.
By:
---------------------------------
Name
Title
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