Exhibit 10.5
DEBENTURE
Dated as of June 30,1998
BETWEEN
LIBERTY TECHNICAL SERVICES LTD.
as the Chargor
AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED
as the Beneficiary
THIS DEBENTURE is dated as of June 30, 1998 and is made BETWEEN:
LIBERTY TECHNICAL SERVICES LTD., a company existing under the laws of the
Bahamas "LIBERTY@, also referred to as the "CHARGOR@); and
AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED, a company existing
under the laws of Nigeria ("AMNI", also referred to as the "BENEFICIARY").
PREAMBLE
WHEREAS Liberty has entered into a Sale/Purchase Agreement and related
Prepayment Agreement, with Total International Limited ("TOTAL") both dated July
29, 1997 (the "LIBERTY OIL CONTRACT" and the "PREPAYMENT AGREEMENT"
respectively), and
WHEREAS pursuant to the Prepayment Agreement, Total made a Prepayment (as
defined in the Prepayment Agreement) to Liberty in the amount of US.$35,000,000
(the APREPAYMENT@) of which approximately US[$2,916,666.67] has been reimbursed
to Total to date; and
WHEREAS Liberty requested Total to a limited extension of the period for
the reimbursement of the Prepayment (as defined in the Prepayment Agreement) as
described in Clause A of the amendment ("AMENDMENT NO. 1") of the Prepayment
Agreement dated 6 April 1998; and
WHEREAS it was a condition of Total entering into Amendment No 1 that the
Chargor enter into a Debenture dated 6th April 1998 for the purpose of securing
the payment and performance of the Liberty's Secured Liabilities as defined in
such Debenture;
WHEREAS Amni is the holder of OML No. 112 issued by the Federal Government
of Nigeria in respect of Concession Block 469 and an OPL also issued by the
Federal Government of Nigeria in respect of Concession Block 237, and Amni and
Liberty are Joint Venturers in the development and operation of the part of the
Concessions in Nigeria by virtue of which Liberty is the beneficial owner of 10%
interest in the Deep Zone in OML No 112 (as such term is hereinafter defined);
WHEREAS Liberty and Amni have pursuant to a Memorandum of Agreement of even
date herewith agreed (inter alia) that Amni will accept joint responsibility for
$5,000,000 of the debt currently owed by Liberty to Total under the Prepayment
Agreement as amended and that Liberty would grant Amni a charge over certain
assets owned by Liberty, currently charged to Total.
WHEREAS the respective rights of Total and Amni are set out in an
Intercreditor Agreement of even date herewith
WHEREAS it is intended by the parties to this Debenture that this document
shall take effect as a deed notwithstanding the fact that a party may only
execute this document under hand.
IT IS AGREED as follows:
1 INTERPRETATION
1.1 DEFINITIONS
In this Debenture:
"AFFILIATES" means Abacan Resource Corporation, Dahomey Resource Corporation,
West African Resource Corporation, Abacan Resources (Benin) Limited, Abacan
Resources (Delta) Limited, Abacan Technical Services Ltd., Abacan Services (UK)
Limited, Abacan Services (USA) Limited, Abacan Resources (Nigeria) Ltd., Agbara
Resources Limited, Angus International Resources Ltd., Profile International
Ltd. and includes all other legal entities controlled directly or indirectly by
any of such companies.
"ASSUMPTION OF DEBT" means the acceptance by Amni of joint responsibility with
Liberty for up to $5,000,000 of the Secured Liabilities, which obligations may
be reduced to $2,500,000 of the Secured Liabilities if the first well drilled
fails to discover Economic Production [WHERE AECONOMIC PRODUCTION@ MEANS THAT
SUCH WELL IS CAPABLE OF PRODUCING CONTINUOUSLY AN AMOUNT OF PRODUCTION AT A
MINIMUM LEVEL WHICH WOULD ENTITLE LIBERTY TO RECEIVE AN ENTITLEMENT TO OIL
HAVING AN ANNUAL VALUE OF NOT ---]
"ENFORCEMENT OFFICER" means the person defined as such in Clause 7.1
(Appointment of Enforcement Officer).
"EVENT OF DEFAULT" means Beneficiary has made a required payment with respect to
its obligations as to the Assumption of Debt and Chargor has failed to reimburse
Beneficiary for the amount of such payment within thirty (30) days after the
date the payment is made. For the purposes of this definition, Chargor shall be
deemed to have timely reimbursed Beneficiary if Beneficiary makes the payments
to Secured Lenders by using proceeds attributable to Chargor's interest in the
Security Assets.
"FINANCE DOCUMENTS" means that certain Credit Facility Agreement by and among
Chargor and certain of its Affiliates, as Borrowers and Guarantors, and Total
and Credit Suisse First Boston ('CSFB") (Total and CSFB are collectively
referred to here as the "Secured Lenders).
"PROJECT" means the development and operation of the Deep Zone capable of
producing continuously an amount of production at a minimum level that would
entitle Liberty to receive an entitlement to oil having an annual value of not
less than U.S. $5,000,000 (at then current oil prices) as determined by a
reputable firm of independent petroleum engineers.
"REALISATIONS ACCOUNT" means each amount maintained from time to time by the
Chargor for the purposes of Clause 6.2 (Contingencies) at such bank as the
Beneficiary may from time to time approve.
"SECURED LIABILITIES" means the Chargor's liability to the Beneficiary hereunder
in respect of the Assumption of Debt.
"SECURITY ASSETS" means all assets, rights and property of the Chargor the
subject of any security created by or pursuant to this Debenture and described
in the Schedule,
"SECURITY PERIOD" means the period beginning on the date of this Debenture and
ending on the date on which (a) all the Secured Liabilities have been
unconditionally and irrevocably -paid and discharged in full and no further
Secured Liabilities can arise under or in respect of the Finance Documents; or
(b) the Beneficiary's obligation as to the Assumption of Debt is unconditionally
and irrevocably released and discharged.
"TSRA" means the Termination Settlement and Release Agreement between the
parties of even date herewith
1.2 CONSTRUCTION
(a) Capitalised terms defined in the TSRA and the Finance Documents have,
unless expressly defined in this Debenture, the same meaning in this
Debenture.
(b) If the Beneficiary (based upon appropriate legal advice in relevant
jurisdictions) considers that any amount paid by the Chargor to the
Beneficiary is capable of being avoided or otherwise set aside on the
liquidation or administration of the Chargor or otherwise, then that
amount shall not be considered to have been irrevocably paid for the
purposes of this Debenture until such time as the period during which
such payment may be set aside has expired.
2 COVENANT TO PAY
2.1 COVENANT
In consideration of the Assumption of Debt the Chargor covenants with the
Beneficiary that the Chargor will reimburse Beneficiary for payments made to the
Secured Lenders with respect to the Assumption of Debt, which reimbursement may
take the form of proceeds out of Chargor=s interest in n production from the
Security Assets.
3 FIXED AND FLOATING CHARGES
3.1 CREATION OF FIXED CHARGES
As security for the Assumption of Debt the Chargor charges in favor of the
Beneficiary by way of a fixed charge all of their present and future right,
title and interest in and to the assets and interests described in the Schedule.
4 CONTINUING SECURITY, ETC
4.1 CONTINUING SECURITY
The security constituted by this Debenture shall be continuing and until the
Assumption of Debt: is terminated or discharged will extend to the ultimate
balance of all sums payable by the Chargor under the Finance Documents,
regardless of any intermediate payment or discharge in whole or in part.
4.2 BREAKING OF ACCOUNTS
If for any reason the security constituted by this Debenture ceases to be a
continuing security, the Beneficiary may open a new account with or continue any
existing account with the Chargor and the liability of the Chargor in respect of
the Secured Liabilities and the Assumption of Debt at the date of such cessation
shall remain regardless of any payments in or out of any such account.
4.3 REINSTATEMENT
(a) Where any discharge (whether in respect of the obligations of the
Chargor or any other person or any security for those obligations or
otherwise) is made in whole or in part, or any arrangement is made on
the faith of any payment, security or other disposition, which is
avoided or must be restored on insolvency, liquidation or otherwise
without limitation, the liability of the Chargor under this Debenture
shall continue as if such discharge or arrangement had not occurred.
(b) The Beneficiary may concede or compromise any claim that any payment,
security or other disposition is liable to avoidance or restoration.
5 WHEN SECURITY BECOMES ENFORCEABLE
The security constituted by this Debenture shall only become immediately
enforceable upon the occurrence of an Event of Default and the power of sale and
other powers conferred by the Conveyancing and Law of Property Xxx 0000 of
Nigeria as varied or amended by this Debenture shall be immediately exerciseable
upon and at any time after the occurrence of any Event of Default provide the
same is continuing. After the security by this Debenture has become enforceable,
the Beneficiary may in its absolute discretion enforce all or any part of the
security in any manner it sees fit
6 ENFORCEMENT OF SECURITY
6.1 GENERAL
For the purposes of all powers implied by statute the Secured Liabilities shall
be deemed to have become due and payable on the date of this Debenture and
Section 20 of the Conveyancing and Law of Property Xxx 0000 of Nigeria
(restricting the power of sale) and Section 17 of the same Act (restricting the
right of consolidation) shall not apply to this security.
6.2 CONTINGENCIES
(a) If the Beneficiary enforces the security constituted by this Debenture
(whether by the appointment of an Enforcement Officer Or otherwise) at
a time when no amounts are due under the Finance Documents (but at a
time when amounts may become so due), the Beneficiary (or the
Enforcement Officer) may pay the proceeds of any recoveries effected
by it into any Realisations Accounts as it considers appropriate.
(b) The Beneficiary (or the Enforcement Officer) may (subject to the
payment of any claims having priority to this security) withdraw
amounts standing to the credit of the Realisations Accounts to:
(i) meet all costs, charges and expenses incurred and payments made
by the Beneficiary (or such Enforcement Officer) in the course of
such enforcement;
(ii) pay remuneration to the Enforcement Officer as and when it
becomes due and payable; and
(iii)meet amounts due and payable under the Finance Documents as and
when they become due and payable,
in each case, together with interest thereon (before as well as after
judgment and payable on demand) at the Default Rate from the date they
become due and payable until the date they are unconditionally and
irrevocably paid and discharged in full.
(c) The Chargor will not be entitled to withdraw all or any moneys
(including interest) standing to the credit of any Realisations
Accounts until the expiry of the Security Period.
7 ENFORCEMENT OFFICER
7.1 APPOINTMENT OF ENFORCEMENT OFFICER
(a) At any time after the security constituted by this Debenture becomes
enforceable or (if the Chargor so requests the Beneficiary in writing)
at any time, the Beneficiary may without further notice, appoint,
under seal or in writing under its hand, any one or more qualified
persons to be a receiver or receiver and manager (each an AENFORCEMENT
OFFICER@) of all or any part of the Security Assets in like manner in
every respect as if the Beneficiary had become entitled to exercise
all of the rights, powers and discretions conferred by the
Conveyancing and Law of Property Xxx 0000 of Nigeria.
(b) In paragraph (a) above "qualified person" means a person who, under
the Companies and Allied Matters Decree 1990 of Nigeria, is qualified
to act as a receiver/manager of the property of any company with
respect to which he is appointed.
7.2 REMOVAL
The Beneficiary may by writing under its hand:
(a) remove any Enforcement Officer appointed by it; and
(b) may, whenever it deems it expedient, appoint a new Enforcement Officer
in the place of any Enforcement Officer whose appointment may for any
reason have terminated.
7.3 REMUNERATION
The Beneficiary may fix the remuneration of any Enforcement Officer appointed by
it provided that such remuneration shall be reasonable having regard to the
circumstances.
7.4 RELATIONSHIP WITH BENEFICIARY
To the fullest extent permitted by law, any fight, power or discretion conferred
by this Debenture (either expressly or impliedly) upon an Enforcement Officer
may be exercised by the Beneficiary in relation to any Security Assets without
first appointing an Enforcement Officer or notwithstanding the appointment of an
Enforcement Officer.
8 POWERS OF ENFORCEMENT OFFICER
8.1 GENERAL
(a) Each Enforcement Officer has, and is entitled to exercise, all of the
rights, powers and discretions set out below in this Clause 8 in
addition to those conferred by the Conveyancing and Law of Property
Xxx 0000 of Nigeria on any receiver appointed thereunder and those
conferred by the Companies and Allied Matters Decree 1990 of Nigeria
on an administrative receiver appointed thereunder.
(b) If there is more than one Enforcement Officer holding office at the
same time, each Enforcement Officer may (unless the document
appointing him states otherwise) exercise all of the powers conferred
on an Enforcement Officer under this Debenture individually and to the
exclusion of any other Enforcement Officer.
8.2 POSSESSION
An Enforcement Officer may take immediate possession at get in and collect any
Security Assets.
8.3 SALE OF ASSETS
An Enforcement Officer may sell, exchange, convert into money and realise any
Security Assets by public auction or private contract and generally in any
manner and on any terms which he reasonably thinks proper. The consideration for
any such transaction may consist of cash or other valuable consideration and any
such consideration may be payable on such terms as he thinks fit.
8.4 COMPROMISE
An Enforcement Officer may settle, adjust, refer to arbitration, compromise and
arrange any claims and disputes with or by any person who is or claims to be a
creditor of the Chargor or relating in anyway to any Security Assets.
8.5 LEGAL ACTIONS
An Enforcement Officer may bring, prosecute, enforce, defend and abandon all
actions, suits and proceedings in relation to any Security Assets which may seem
to him to be expedient.
8.6 RECEIPTS
An Enforcement Officer may give valid receipts for all moneys and execute all
assurances and things which may be proper or desirable for realising any
Security Assets.
8.7 SUBSIDIARIES
An Enforcement Officer may form a subsidiary company of the Chargor and transfer
to that subsidiary any Security Assets.
8.8 OTHER POWERS
An Enforcement Officer may:
(a) do all other acts and things which he may reasonably consider
desirable or necessary for realising any Security Assets or incidental
or conducive to any of the rights, powers or discretions conferred on
an Enforcement Officer under or by virtue of this Debenture; and
(b) exercise in relation to any Security Assets all the powers,
authorities and things which he would be capable of exercising if he
were the absolute beneficial owner with full title guarantee of the
same, and may use the names of the Chargor for any of the above
purposes.
9 APPLICATION OF PROCEEDS
All moneys received by the Beneficiary and the Enforcement Officer pursuant to
enforcement of this security shall be applied:
FIRST in satisfaction of or provision for all costs, charges and
expenses incurred and payments made by the Beneficiary or an Enforcement Officer
in the enforcement of the security and of all remuneration due to the
Beneficiary or an Enforcement Officer;
SECOND in or towards payment of all other fees and interest due to Total by
Amni as a result of the Assumption of Debt
.
THIRD in or towards payment of all other amounts due to the Beneficiary
under this Debenture.
FOURTH in payment to the Chargor.
10 NO LIABILITY AS MORTGAGEE IN POSSESSION ETC.
(a) The Beneficiary shall riot, nor shall any Enforcement Officer
appointed as aforesaid by reason of it or the Enforcement Officer
entering into possession of the Security Assets, or any part of them,
be liable to account as mortgagee in possession or be liable for any
loss on realisation or for any default or omission for which a
mortgagee in possession might be liable.
(b) Every Enforcement Officer shall be deemed to be the agent of the
Chargor for all purposes and shall as agent for all purposes be deemed
to be in the same position as an Enforcement Officer duly appointed by
a mortgagee under the Conveyancing and Law of Property Xxx 0000
Nigeria. The Chargor alone shall be responsible for its contracts,
engagements, acts, omissions, defaults and losses and for liabilities
incurred by it and the Beneficiary shall not incur any liability
(either to the Chargor or to any other person) by reason of the
Beneficiary's making his appointment as an Enforcement Officer.
(c) Every such Enforcement Officer and the Beneficiary shall be entitled
to all the rights, powers, privileges and immunities conferred on
mortgagees and Enforcement Officers by the Conveyancing and Law of
Property Xxx 0000 of Nigeria when such Enforcement Officers have been
duly appointed under that Act but so that Section 20 of that Act shall
not apply.
(d) The Beneficiary. and the Enforcement Officer shall be entitled to
exercise its powers under this Assignment in such a manner and at such
times as the Beneficiary and the Enforcement Officer in its absolute
discretion may determine and the Beneficiary and the Enforcement
Officer shall not in any circumstances be answerable for any loss
occasioned by the same or resulting from postponement thereof (unless
caused by its negligence or willful default).
11 PROTECTION OF THIRD PARTIES
No purchases, mortgagee or other person or company dealing with the Beneficiary
or an Enforcement Officer or its or his agents shall be concerned to enquire
whether the Secured Liabilities have become payable or whether any power which
the Beneficiary or Enforcement Officer is purporting to exercise has become
exerciseable or whether any money remains due under the Finance Documents or to
see to the application of any money paid to the Beneficiary or to any
Enforcement Officer.
12 EXPENSES
12.1 UNDERTAKING TO PAY
Upon the occurrence and during the continuation of an Event of Default all
costs, charges and expenses properly incurred and all payments made by the
Beneficiary, any Enforcement Officer or other person appointed under this
Debenture in the lawful exercise of the powers conferred by this Debenture
whether or not occasioned by any act, neglect or default of the Chargor shall
carry interest (before as well as after judgment) at the Default Rate from the
date of it being incurred or becoming payable until the date it is
unconditionally and irrevocably paid and discharged in full. The amount of all
such costs, charges, expenses and payments and all interest thereon and all
remuneration payable under this Debenture shall be payable by the Chargor on
demand. All such costs, charges, expenses and payments shall be paid and charged
as between the Beneficiary and the Chargor on the basis of a fall indemnity and
not on the basis of party and party or any other kind of taxation.
12.2 INDEMNITY
The Beneficiary and every Enforcement Officer, attorney, manager or other person
appointed by the Beneficiary under this Debenture shall, be entitled to be
indemnified out of the Security Assets in respect of all. liabilities and
expenses properly incurred by them in the execution or attempted execution of
any of the powers, authorities or discretions vested in them by this Debenture
and against all actions, proceedings, costs, claims and demands in respect of
any matter or thing properly done or omitted in any way relating to the Security
Assets and the Beneficiary and any Enforcement Officer may retain and pay all
sums in respect of the same out of any moneys received under the powers
conferred by this Debenture.
13 DELEGATION BY BENEFICIARY
The Beneficiary and any Enforcement Officer may at any time and from time to
time delegate by power of attorney or in any other manner to any person or
persons all or any of the powers, authorities and discretions which are for the
time being exercisable by the Beneficiary or an Enforcement Officer (as
appropriate) under this Debenture in relation to the Security Assets or any part
of them. Any such delegation may be made upon such terms (including power to
sub-delegate) and subject to such regulations as the Beneficiary or the
Enforcement Officer (as appropriate) may think fit Neither the Beneficiary nor
any Enforcement Officer shall be in any way liable or responsible to the Chargor
for any loss or damage arising from any act, default, omission or misconduct on
the part of any such delegate or sub-delegate.
14 ASSURANCES
The Chargor shall at its own expense take whatever reasonable action the
Beneficiary or an Enforcement Officer may require for:
(a) perfecting or protecting the security intended to be created by this
Debenture over any Security Assets; or
(b) facilitating the realisation of any Security Assets or the exercise of
any right, power, authority or discretion vested in the Beneficiary or
any Enforcement Officer of the Security Assets or any of its or their
delegates or sub-delegates.
15 REDEMPTION OF PRIOR MORTGAGES
The Beneficiary may, at any time after the security constituted by this
Debenture has become enforceable, redeem any prior Security Interest other than
the pledge made to the Secured Lenders against the Security Assets or procure
the transfer of any such Security Interest to itself and may settle and pass the
accounts of the prior mortgagee, chargee or encumbrancer. Any accounts so
settled and passed shall be conclusive and binding on the Chargor, All.
principal moneys, interest, costs, charges and expenses of and incidental to any
redemption and transfer shall be paid by the Chargor to the Beneficiary on
demand.
16 POWER OF ATTORNEY
16.1 APPOINTMENT
The Chargor, by way of security, irrevocably appoints the Beneficiary and every
Enforcement Officer of the Security Assets appointed by the Debenture and. their
delegates and sub-delegates to be its attorney and take any action which the
Chargor is obliged to take under this Debenture (including, without limitation,
to make any demand upon or to give any notice or receipt to any person owing
moneys to the Chargor and to execute and deliver any charges, legal mortgages,
assignments or other security and any transfers of securities) and generally in
their name and on their behalf to exercise all or any of the rights, powers,
authorities and discretions conferred by or pursuant to this Debenture or by
statute on the Beneficiary or any Enforcement Officer, delegate or sub-delegate
and(without prejudice to the generality of the foregoing) to seal and deliver
and otherwise perfect any deed, assurance, agreement, instrument or act which it
or he may reasonably deem proper in or for the purpose of exercising any of the
powers, authorities and discretions. Such powers shall only be exercisable in
the circumstances contemplated by Clause 6.
16.2 RATIFICATION
The Chargor hereby ratifies and confirms and agrees to ratify and confirm
whatever any attorney as is mentioned in Clause 16.1 (Appointment) does or
purports to do in the exercise or purported exercise of all or any of the
powers, authorities and discretions referred to in this Clause 16.
17 NEW ACCOUNTS
If the Beneficiary receives or is deemed to be affected by notice whether actual
or constructive of any subsequent charge or other interest affecting any part of
the Security Assets and/or the proceeds of sale any Security Assets, other than
the pledge made to the Secured Lenders the Beneficiary may open a new account or
accounts with the Chargor. If the Beneficiary does not open a new account it
shall nevertheless be treated as if it had done so at the time when it received
or was deemed to have received notice. As from that time all payments made to
the Beneficiary shall be credited or be treated as having been credited to the
new account and shall not operate to reduce the amount for which this Debenture
is security.
18 STAMP DUTIES
The Chargor shall. pay and, forthwith on demand, indemnify the Beneficiary
against any liability it incurs in respect of any stamp, registration and
similar tax which is or becomes payable in connection with the entry into,
performance or enforcement of this Debenture.
19 WAIVERS, REMEDIES CUMULATIVE
(a) The rights of the Beneficiary under this Debenture:
(i) may be exercised as often as necessary;
(ii) are cumulative and not exclusive of its rights under general law;
and
(iii) may be waived only in writing and specifically.
Delay in exercising or non-exercise of any right is not a waiver of that right.
(b) The Beneficiary may waive any breach by the Chargor of any of the
Chargor's obligations under this Debenture if so instructed by the
Beneficiary.
20 MISCELLANEOUS
20.1 SEVERABILITY
If a provision of this Debenture is or becomes illegal or unenforceable in any
jurisdiction, that shall not affect:
(a) the validity or enforceability in that jurisdiction of any other
provision of this Debenture; or
(b) the validity or enforce ability in other jurisdictions of that or any
other provision of this Debenture.
20.2 COUNTERPARTS
This Debenture may be executed in any number of counterparts and this will have
the same effect as if the signatures on. the counterparts were on a single copy
of this Debenture.
20.3 NOTICES
Any notice or other communication given or made under this Agreement shall be in
writing and may be delivered personally or sent by telex or facsimile
transmission or by recorded delivery letter addressed as follows:
(a) If to the Chargor, to:
LIBERTY TECHNICAL SERVICES LIMITED
Suite 140
00000 Xx. Xxxx'x Xxxx
Xxxxxxx, Xxxxx 00000
XXX
Attn. Xxx Xxxxxxxx
LIBERTY TECHNICAL SERVICES LIMITED
00 Xxxxxxxxx Xxxx, Xxxxx,
Xxxxx, Xxxxxxx
Attention: Xxxx X. Cherwayko
Telex No. 2915 Abacan Ny
Facsimile transmission No: 234 1 5454 03 01
(b) If to the Beneficiary, to:
AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LTD. XXXX 0000x Xxxxxxx
Xxxxxx Xxxxxx
Xxxxxxxx Island, P.O. Box 54452
Falomo, Ikoyi
Fax: 000 000 000 0000
Attn: Xxxxx X. Xxxxxxx
Managing Director
or to such other address or telex or facsimile transmission number as the
relevant addressee may hereafter by notice hereunder substitute.
Any such notice shall be deemed to have been duly served, given or made:
(i) in the case of delivery, when left at the relevant address; or
(ii) in the case of telex, when the sender receives the answer-back of
the addressee at the end to the telex message, or
(iii)in the case of a facsimile transmission, on receipt by the
addressee of the complete text in legible form.
21 COVENANT TO RELEASE
The Beneficiary shall, at the request and cost of the Chargor, take any action
necessary (including re-assigning to the Chargor) to release or reassign the
Security Assets from the security constituted by this Debenture upon the expiry
of the Security Period.
22 GOVERNING LAW
This Debenture shall be governed by and construed in accordance with Nigerian
law.
23 JURISDICTION
23.1 SUBMISSION
For the benefit of each party to this Debenture, each party to this Debenture
agrees that the courts of Nigeria have non-exclusive jurisdiction to settle any
disputes in connection with this Debenture and accordingly submit to the
jurisdiction of the Nigerian courts.
23.2 SERVICE OF PROCESS
Without prejudice to any other mode of service, service of process relating to
any proceedings in connection with this Debenture shall be made upon the Chargor
at the address set forth in Article 20.3 hereof.
23.3 FORUM CONVENIENCE AND ENFORCEMENT ABROAD
The Chargor:
(a) waives objection to the Nigerian courts on grounds of inconvenient
forum or otherwise as regards proceedings in connection with this
Debenture; and
(b) agrees that a judgment or order of a Nigerian court in connection with
this Debenture is conclusive and binding on it and may be enforced
against them in the courts of any jurisdiction.
23.4 NON-EXCLUSIVITY
Nothing in this Clause 23 (Jurisdiction) limits the right of the Beneficiary to
bring proceedings against the Chargor in connection with this Debenture in any
other court of competent jurisdiction or concurrently in more than one
jurisdiction.
SCHEDULE
ASSETS AND INTERESTS
THE DEEP ZONE OF NIGERIA
MINING LEASE OML 112
IN WITNESS whereof this Debenture has been duly executed as a deed on the date
stated at the beginning of this deed.
SIGNED and SEALED
for and an behalf of [Seal]
LIBERTY TECHNICAL SERVICES LIMITED
By: /s/ Xxxx Xxxxxxxxx
--------------------
Name: Xxxx Cherwako
--------------------
Title: Director
SIGNED and SEALED
for and on behalf of [Seal]
AMNI INTERNATIONAL PETROLEUM
DEVELOPMENT COMPANY LIMITED
By:
--------------------
Name:
--------------------
Title: Vice President