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Exhibit 10.29
CAPCO RESOURCES, LTD.
950, 000 XXXXX XXXXXX X.X.
XXXXX BUILDING
CALGARY, ALBERTA, CANADA T2P 2TB
Xxxxx 0, 0000
Xxxx Petroleum Company
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxx, Xx. 00000
Attention: Xx. Xxxx Xxxxxxxx
Executive Vice President
Gentlemen:
Please refer to that certain indemnity agreement between the undersigned
("Capco") and you ("Saba") pursuant to which Capco has agreed to indemnify Saba
from any loss which may result from the assertion by a shareholder of Saba that
he was entitled to acquire shares of the common stock of Saba by reason of
preemptive rights held by such person and the failure of Saba to accord such
person the ability to exercise such rights.
Saba has requested that Capco provide certificates endorsed in blank
representing 150,000 shares of the common stock of Saba held by Capco as
security for the performance of the indemnity and that such shares be deposited
into an escrow or trust of Saba's selection to further collateralize such
performance. This constitutes Capco agreement to deposit such shares, provided
that Saba agrees the following terms:
1. The term of the escrow or trust shall end on September 1,
1998, at which time all shares deposited shall be returned to Capco,
unless prior to such time a covered claim has been asserted, in which
case those shares not required to provide indemnity to Saba with
respect to such claim and any other covered claims that may
theretofore have been discharged out of such deposit, shall be
returned to Capco and when such asserted claim shall have been
discharged, the remaining shares held with respect to it shall be
returned to Capco and the trust or escrow shall terminate.
2. The terms of the escrow or trust shall be consistent with the
indemnity agreement and this letter of agreement.
3. Capco shall retain the right to vote all shares deposited into
the trust or escrow and the right to receive all distributions made
with respect thereto, save only shares released to discharge a covered
claim.
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4. Capco shall have the right to approve any settlement of a claim that
purports to be a covered claim and no settlement thereof shall be made
without the written concurrence of Capco.
5. Nothing herein shall modify the terms of the indemnity agreement which
shall continue in effect in accordance with its original tenor, it
being the agreement of the parties that this agreement is only to
provide collateral for the indemnity agreement's performance by Capco.
If the foregoing is acceptable to you, please so indicate by signing and
returning one copy of this letter to the undersigned.
Very truly yours,
CAPCO RESOURCES, LTD.
by
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ACCEPTED AND AGREED
this _ day of April 1997,
SABA PETROLEUM COMPANY
by
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Xxxx Xxxxxxxx, Executive Vice President
