1
EXHIBIT 10.10
CONFORMED COPY
SPONSOR DIRECT AGREEMENT
between
UNION TEXAS PETROLEUM LIMITED
as sponsor
UNION TEXAS BRITANNIA LIMITED
as borrower
and
NATIONSBANK, N.A. (CAROLINAS)
as facility agent
Clifford Chance
London
2
CONTENTS
PART 1
INTERPRETATION
1. INTERPRETATION .......................................... 2
PART 2
REPRESENTATIONS
2. REPRESENTATIONS ......................................... 3
PART 3
DIRECT OBLIGATIONS
3. BENEFICIAL OWNERSHIP OF THE BORROWER .................... 5
4. UTPL AGREEMENTS ......................................... 5
5. DIVIDENDS, DISTRIBUTIONS AND SUBORDINATED INDEBTEDNESS... 5
6. INSURANCE DISPUTES ...................................... 6
PART 4
SUBORDINATED INDEBTEDNESS
7. SUBORDINATION ........................................... 7
PART 5
MISCELLANEOUS
8. LIMITATION OF LIABILITY ................................. 9
9. TAX .................................................... 9
10. ENFORCEABILITY ......................................... 10
11. PAYMENTS ............................................... 10
12. BENEFIT OF AGREEMENT ................................... 10
13. ASSIGNMENTS AND TRANSFERS BY THE
SPONSOR AND THE BORROWER ................................ 10
14. ASSIGNMENTS AND TRANSFERS BY THE FACILITY AGENT ........ 10
15. REMEDIES AND WAIVERS .................................... 11
16. PARTIAL INVALIDITY ...................................... 11
17. NOTICES ................................................ 11
18. COUNTERPARTS ........................................... 12
3
PART 6
LAW
19. LAW ................................................... 13
20. JURISDICTION .......................................... 13
4
THIS AGREEMENT is made the 26 day of May, 1995
BETWEEN
(1) UNION TEXAS PETROLEUM LIMITED a company incorporated in England and Wales
with company registration number 708552, (the "SPONSOR");
(2) UNION TEXAS BRITANNIA LIMITED a company incorporated in England and Wales
with company registration number 2894635, (the "BORROWER"); and
(3) NATIONSBANK, N.A. (CAROLINAS) (the "FACILITY AGENT").
WHEREAS:
(A) By a facility agreement (the "FACILITY AGREEMENT") of even date herewith
between (1) the Borrower, (2) Chemical Bank as arranger, (3) NationsBank,
N.A. (Carolinas) and National Westminster Bank Plc as co-arrangers, (4)
NationsBank, N.A. (Carolinas) as facility agent, (5) NationsBank, N.A.
(Carolinas) and Chemical Bank as technical agents, (6) National Westminster
Bank Plc as funding agent, (7) National Westminster Bank Plc as account
bank and (8) the financial institutions named therein as banks (the
"BANKS") and as hedge counterparties, the Banks have agreed, upon the terms
and subject to the conditions thereof, to make available to the Borrower a
credit facility up to the maximum principal amount of pound sterling
150,000,000.
(B) By the Facility Agreement, the Facility Agent has agreed, upon the terms
and subject to the conditions thereof, to act as trustee and to hold, inter
alia, the benefit of the obligations undertakings and provisions assumed or
expressed to be assumed and granted by the Sponsor and/or the Borrower by
or pursuant to the terms and conditions of this Agreement on trust for the
Beneficiaries (as defined in the Facility Agreement).
(C) The Sponsor and the Borrower have each agreed to assume the obligations and
undertakings and grant the provisions in favour of the Facility Agent for
the benefit of such Beneficiaries set out herein.
(D) It is a condition to the making of any advance under the Facility Agreement
that the Sponsor and the Borrower enter into this Agreement.
NOW IT IS HEREBY AGREED as follows:
- 1 -
5
PART I
INTERPRETATION
1. INTERPRETATION
1.1 Terms defined or construed in the Facility Agreement shall, unless
otherwise defined or construed herein, bear the same meaning or construction
herein.
1.2 In this Agreement:
"INDEPENDENT LOSS ADJUSTER" means such independent loss adjuster selected by the
Sponsor from a list of not fewer than three alternatives suggested by the
Facility Agent each of which shall have appropriate experience in the context of
the settlement of claims in respect of physical loss or damage in North Sea
Petroleum developments and shall be able to determine any dispute referred to
him in accordance with Clause 6 without having any interest in the outcome of
such dispute; and
"SUBORDINATED INDEBTEDNESS" means Subordinated Debt and any amount payable to
the Sponsor under the Administrative Services Agreement.
1.3 A reference in this Agreement to a "CLAUSE" or "PART" shall, subject to any
contrary indication, be construed as a reference to a clause, or part, as the
case may be, hereof.
1.4 "POUND" and "STERLING" denote lawful currency of the United Kingdom.
1.5 Save where the contrary is indicated, any reference in this Agreement to:
(i) this Agreement, a Project Agreement, a Financing Agreement, licence,
permission, or any other agreement or document shall be construed as
a reference to this Agreement or, as the case may be, such Project
Agreement, Financing Agreement, licence, permission or other
agreement or document as the same may have been, or may from time to
time be, amended, varied, novated or supplemented;
(ii) a statute shall be construed as a reference to such statute as the
same may have been, or may from time to time be, amended or
re-enacted; and
(iii) a time of day shall be construed as a reference to London time.
1.6 Clause and Part headings are for ease of reference only.
- 2 -
6
PART 2
REPRESENTATIONS
2. REPRESENTATIONS
2.1 The Sponsor represents that, save as expressly stated in the reservations
to the legal opinion referred to in paragraph 15 of Part 1 of the Third
Schedule to the Facility Agreement:
(i) it is a company duly incorporated under the laws of England with
power to enter into each of the UTPL Agreements and to perform its
obligations thereunder and all corporate and other action required to
authorise its execution of each such UTPL Agreement and its
performance of its obligations thereunder has been duly taken;
(ii) all acts, conditions and things required to be done, fulfilled and
performed in order (a) to enable it lawfully to enter into and
perform and comply with the obligations expressed to be assumed by it
in each of the UTPL Agreements, (b) to ensure that the obligations
expressed to be assumed by it in each such UTPL Agreement to which it
is expressed to be a party are legal, valid and binding and (c) to
make each such UTPL Agreement admissible in evidence in England have
been done, fulfilled and performed;
(iii) under the laws of England in force at the date hereof, the claims of
each of the Beneficiaries against the Sponsor under each of the UTPL
Agreements will rank at least pari passu with the claims of all its
other unsecured creditors save those whose claims are preferred
solely by any bankruptcy, insolvency, liquidation or other similar
laws of general application;
(iv) it is not necessary that any of the UTPL Agreements be filed,
recorded or enrolled with any court or other authority in England or
that any stamp, registration or similar tax be paid on or in relation
to any such agreement; and
(v) the obligations expressed to be assumed by it in each of the UTPL
Agreements are legal and valid obligations binding on it in
accordance with the terms thereof.
2.2 The Sponsor further represents that:
(i) it has not taken any corporate action nor have any other steps been
taken or legal proceedings been started or (to the best of its
knowledge and belief) threatened against the Sponsor for its
winding-up, dissolution, administration or re-organisation (other
than a solvent amalgamation or reorganisation) or for the appointment
of a receiver, administrator, administrative receiver, trustee or
similar officer of it or of any or all of its assets or revenues;
- 3 -
7
(ii) it is not in breach of or in default under any agreement to which it
is a party or which is binding on it or any of its assets to an
extent or in a manner which has had, or might reasonably be expected
to have, a material adverse effect on the Sponsor's ability to meet
or perform the obligations expressed to be assumed by it pursuant to
any UTPL Agreement;
(iii) no action or administrative proceeding of or before any court or
agency which has had, or might reasonably be expected to have, a
material adverse effect on the Sponsor's ability to meet or perform
the obligations expressed to be assumed by it pursuant to any UTPL
Agreement to which it is expressed to be a party has been started or
(to the best of the Sponsor's knowledge and belief) threatened
against the Sponsor;
(iv) the execution of any of the UTPL Agreements to which it is expressed
to be a party and the performance of its obligations thereunder do
not and will not:
(1) conflict with any agreement, mortgage, bond or other instrument
or treaty to which the Sponsor is a party or which is binding
upon the Sponsor or any of the assets of the Sponsor;
(2) conflict with the Memorandum and Articles of Association of the
Sponsor; or
(3) conflict with any applicable law, regulation or official or
judicial order which judicial order is binding upon the
Sponsor; and
(v) the Sponsor directly or indirectly beneficially owns one hundred per
cent. of the issued share capital of the Borrower.
2.3 The representations contained in this Clause 2 shall be deemed to be
repeated by the Sponsor on the making of each Advance by reference to the facts
and circumstances then existing.
- 4 -
8
PART 3
DIRECT OBLIGATIONS
3. BENEFICIAL OWNERSHIP OF THE BORROWER
The Sponsor undertakes and covenants to the Facility Agent for the benefit of
the Beneficiaries that, unless an Instructing Group has otherwise consented in
writing:
(i) the Sponsor will at all times directly or indirectly maintain
beneficial ownership of one hundred per cent. of the equity share
capital of the Borrower; and
(ii) the Sponsor will not create or permit to subsist any encumbrance over
all or any part of its beneficial interest in the equity share
capital of the Borrower and any rights attaching thereto.
4. UTPL AGREEMENTS
4.1 The Sponsor undertakes and covenants to the Facility Agent for the benefit
of the Beneficiaries that unless an Instructing Group has otherwise
consented in writing:
(i) it will duly observe and perform all of the obligations expressed to
be assumed by it in favour of the Borrower under or pursuant to the
UTPL Agreements and if the Sponsor at any time fails to observe or
perform any of its obligations under any of the UTPL Agreements the
Sponsor shall, forthwith upon demand by the Facility Agent, pay to
the Borrower, by crediting the same to the Proceeds Account, by way
of liquidated damages a sum equal to the amount (if any) which the
Borrower would have received from the Sponsor if the Sponsor had not
so failed to comply with any of such obligations; and
(ii) it will not amend, vary, waive, supplement, novate, cancel or
terminate any of the UTPL Agreements nor permit the same.
4.2 The parties hereto agree that the Facility Agent (acting on the
instructions of an Instructing Group) may terminate the appointment of the
Sponsor under the Administrative Services Agreement upon, or at any time after,
the occurrence of any Event of Default (unless such Event of Default has been
waived or remedied and no Events of Default are continuing or outstanding).
4.3 It is hereby agreed that any sum payable pursuant to Clause 4.1(i) is
payable by way of liquidated damages and represents a genuine pre-estimate of
losses and not a penalty.
5. DIVIDENDS, DISTRIBUTIONS AND SUBORDINATED INDEBTEDNESS
The Sponsor agrees with the Facility Agent that unless an Instructing Group has
otherwise consented in writing it will ensure that the Borrower does not pay,
make or declare any dividend or other distribution
- 5 -
9
to it (or to UTPH or any subsidiary of UTPH), make any intra-group Loan to the
Sponsor, make any payment under the Administrative Services Agreement or make
any repayment or payment of principal, interest or any other amounts in respect
of Subordinated Debt other than in accordance with, and subject to the terms of,
Clause 34 of the Facility Agreement.
6. INSURANCE DISPUTES
6.1 Promptly after any event occurs in respect of which the Sponsor is obliged
to pay an amount pursuant to Clause 5.5 of the Sponsor Support Agreement, the
Sponsor and the Facility Agent shall negotiate in good faith to try to agree the
amount then payable by the Sponsor under such Clause 5.5. If after 21 days after
the occurrence of such event no agreement has been reached then the matter or
matters in dispute in respect thereof shall be referred by the Facility Agent
to, and determined by, an Independent Loss Adjuster.
6.2 The Independent Loss Adjuster shall be appointed on terms that:
(i) he shall act as an expert and not an arbitrator;
(ii) he shall be required to make a determination on the matter or matters
in dispute within thirty days of the same being referred to him or
such longer period as the Facility Agent and the Sponsor may agree is
necessary and, without prejudice to the provisions of paragraph (i)
above, to state, in reasonable detail, his grounds for his
determination; and
(iii) such determination shall be made taking into account:
(a) that the amount to be determined represents an amount which
would have been payable by underwriters in the worldwide
insurance markets for energy risks in respect of a claim under
a Construction All Risks insurance policy which conforms with
the requirements of Part 9 of the Facility Agreement, Part 2 of
the Eighth Schedule of the Facility Agreement and the
Assignment of Insurances;
(b) that any other terms applicable to such insurance would be
commercial terms customary within the worldwide insurance
markets for energy risks for similar policies to that specified
in Part 2 of the Eighth Schedule to the Facility Agreement; and
(c) (to the extent that the Independent Loss Adjuster considers
them to be relevant) the submissions of the Sponsor, the
Borrower, the Facility Agent and the Banks and such other
information as he may reasonably consider appropriate.
- 6 -
10
PART 4
SUBORDINATED INDEBTEDNESS
7. SUBORDINATION
7.1 Subject to Clause 7.5 the Sponsor hereby covenants with the Facility Agent
that, save as an Instructing Group may otherwise agree, the Sponsor shall not
and shall not be entitled to, at any time prior to the Discharge Date:
(i) except as permitted under Clause 34 of the Facility Agreement, demand
or receive any payment in respect of any Subordinated Indebtedness
(whether of principal, interest thereon or otherwise);
(ii) assign, agree to assign or purport to assign any rights which it may
have against the Borrower in respect of any Subordinated Indebtedness
unless the assignee has entered into covenants with the Facility
Agent on the same terms, mutatis mutandis, as are set out in this
Part 4;
(iii) create or permit to subsist any encumbrance in respect of any
Subordinated Indebtedness unless the encumbrancer has entered into
covenants with the Facility Agent on the same terms, mutatis
mutandis, as are set out in this Part 4;
(iv) demand the creation of, or receive the benefit of any encumbrance
over or any guarantee or indemnity in respect of any Subordinated
Indebtedness;
(v) commence any proceedings against the Borrower;
(vi) except as permitted under Clause 34 of the Facility Agreement, take
any action to collect any of the Subordinated Indebtedness
(including, without limitation, the exercise of any right of set-off,
counterclaim or lien);
(vii) take any action or steps with a view to or otherwise in connection
with the winding-up, dissolution, receivership or administration of
the Borrower; or
(viii) otherwise take or omit to take any action whereby the subordination
intended by this Agreement may be impaired.
7.2 Subject to Clause 7.5 the Borrower hereby covenants with the Facility Agent
that, save as an Instructing Group may otherwise agree, it shall not be entitled
to, and shall not, at any time prior to the Discharge Date:
(i) make any payment or repayment of or in respect of any Subordinated
Indebtedness; or
- 7 -
11
(ii) otherwise take or omit to take any action whereby the subordination
intended by this Agreement may be impaired.
7.3 The Sponsor hereby covenants with the Facility Agent and the Borrower that,
subject to Clause 7.4:
(i) in the event of it receiving any payment or any other benefit on
account of Subordinated Indebtedness in breach of Clause 7.1 it shall
forthwith notify the Facility Agent of the receipt and forthwith
repay or return any sums or other benefits which shall have been
received by it in consequence of such breach to the Borrower; and
(ii) in the event of any Subordinated Indebtedness being discharged by
set-off in breach of Clause 7.1, it shall forthwith notify the
Facility Agent of the discharge and repay forthwith an amount equal
to the amount of the discharge to the Borrower.
7.4 If,
(i) but for this Clause 7.4, any amount, benefit or distribution would
fall to be repaid or returned to the Borrower pursuant to Clause 7.3
at any time after an Event of Default has occurred; or
(ii) on a winding-up, dissolution, receivership or administration of the
Borrower, a distribution of the Borrower's assets by any liquidator,
receiver or similar officer of the Borrower or any other person
(whether in cash, property or securities) being made to the Sponsor
in respect of its claims in respect of any Subordinated Indebtedness
prior to all amounts owing to the Beneficiaries being paid in full in
accordance with the terms of the Financing Agreements (and for this
purpose any dividends or payments received by any Beneficiary shall
only be taken to discharge the same to the extent of the actual
amount received),
the Sponsor will forthwith notify the Facility Agent of the receipt and
forthwith pay to the Facility Agent any sum so received by it from the Borrower
or, as the case may be, the liquidator, receiver or similar officer of the
Borrower or other person and until such payment the Sponsor will hold such sum
on trust for the Facility Agent, and any such sums so paid to, or held on trust
for, the Facility Agent shall be applied, or pending application held, by the
Facility Agent in accordance with the provisions of the Facility Agreement.
7.5 Notwithstanding the foregoing provisions of this Clause 7, the Borrower
shall be entitled to make, and the Sponsor shall be entitled to receive and
retain payments in reimbursement of or in satisfaction of any indebtedness
incurred by way of Subordinated Indebtedness Provided that such payment is made
in accordance with Clause 34 of the Facility Agreement and Clause 5 of this
Agreement.
7.6 Nothing in this Clause 7 is intended to, nor shall it, constitute or create
an encumbrance over any revenues or assets of the Sponsor or the Borrower.
- 8 -
12
PART 5
MISCELLANEOUS
8. LIMITATION OF LIABILITY
8.1 Notwithstanding any provision to the contrary which is contained in any of
the Financing Agreements, neither UTPH nor any of its shareholders,
subsidiaries, officers or directors (other than the Borrower in respect of its
obligations under the Financing Agreements to which it is party, and the Sponsor
in connection with its obligations under the UTPL Agreements) shall be
personally liable to any Beneficiary:
(i) for the payment or repayment of any moneys outstanding under the
Financing Agreements; or
(ii) in any claim for damages or compensation by the Beneficiaries or any
of them on the grounds of an Event of Default, or any other breach or
default of any Financing Agreement, or any representation or warranty
contained in any Financing Agreement not being true and correct.
8.2 The liability of the Sponsor under the UTPL Agreements is limited as
follows:
(i) if the Sponsor breaches any of its obligations or undertakings set
forth in any of the UTPL Agreements, the Sponsor's liability in
respect thereof shall be limited to specific enforcement of such
obligation, recovery of amounts due in respect of any payment
liability or, subject to Clause 4.1(i), recovery of actual, direct
damages resulting therefrom (and expressly excluding any
consequential damages resulting therefrom) by (a) the Borrower in the
case of the Sponsor Support Agreement and the Administrative Services
Agreement (or by the Beneficiaries but only after enforcement of the
security constituted in respect thereof under the Debenture) and (b)
the Beneficiaries in the case of this Agreement; and
(ii) nothing in any of the UTPL Agreements shall be construed as a
guarantee of, or to otherwise oblige the Sponsor to make, any payment
of any principal, interest, fee or other amount owing by the Borrower
under any of the Financing Agreements.
8.3 The obligations and liabilities of the Sponsor, the Borrower and the
Beneficiaries under this Agreement shall cease on the Discharge Date.
9. TAX
9.1 The Borrower and the Sponsor each undertake and covenant to the Facility
Agent for the benefit of the Beneficiaries that the Borrower will not, and the
Sponsor shall ensure that the Borrower will not, without the prior written
consent of the Facility Agent (acting on the instructions of an Instructing
Group) and whether to the Sponsor or to any other person, agree to surrender or
dispose of, nor surrender or
- 9 -
13
dispose of, any credit, losses, allowances, concessions, discharges or other
relief available to it in respect of tax (being, in this Clause 9.1, a
"SURRENDER OF RELIEF") otherwise than in connection with any settlement with
the Inland Revenue or pursuant to the terms of Clause 4 of the Sponsor Support
Agreement.
9.2 All payments to be made by the Sponsor to the Borrower or the Facility
Agent under or pursuant to this Agreement shall be made free and clear of and
without deduction for or on account of tax unless the Sponsor is required to
make such payment subject to the deduction or withholding of tax, in which case
the sum payable by the Sponsor in respect of which such deduction or withholding
is required to be made shall, subject to Clause 12.4 and 12.5 of the Facility
Agreement, be increased to the extent necessary to ensure that, after the making
of the required deduction or withholding, the Borrower or the Facility Agent, as
the case may be, receives and retains (free from any liability in respect of any
such deduction or withholding) a net sum equal to the sum which it would have
received and so retained had no such deduction or withholding have been made or
required to be made and the Sponsor undertakes and covenants to the Facility
Agent for the benefit of the Beneficiaries to make all such payments.
10. ENFORCEABILITY
Save where expressly stated to the contrary, any representation, undertaking,
covenant or other provision given by the Sponsor or the Borrower hereunder in
favour of the Facility Agent (whether expressed to be in favour of the Agent on
behalf of the Beneficiaries or otherwise) shall be deemed to be given in favour
of the Facility Agent as agent and trustee for the Beneficiaries (as trustee
pursuant to the trusts constituted in Part 14 of the Facility Agreement) and,
subject to the provisions of the Facility Agreement, shall be enforceable by
the Facility Agent or by the Beneficiaries or any of them.
11. PAYMENTS
Save as may be expressly permitted in any UTPL Agreement, all payments required
to be made by either of the Sponsor or the Borrower to any other person under
any of the UTPL Agreements shall be calculated without reference to any set-off
or counterclaim and shall be made free and clear of and without any deduction
for or on account of any set-off or counterclaim.
12. BENEFIT OF AGREEMENT
This Agreement shall be binding upon and enure to the benefit of each party
hereto and its or any subsequent successors, Transferees and assigns.
13. ASSIGNMENTS AND TRANSFERS BY THE SPONSOR AND THE BORROWER
Save for any assignment made by the Borrower by or pursuant to any of the
Security Documents, neither the Sponsor nor the Borrower shall be entitled to
assign or transfer all or any of its rights, benefits and obligations under any
of the UTPL Agreements.
- 10 -
14
14. ASSIGNMENTS AND TRANSFERS BY THE FACILITY AGENT
The Facility Agent shall be entitled to assign or transfer all or any of its
rights, benefits and obligations hereunder in accordance with Part 14 of the
Facility Agreement.
15. REMEDIES AND WAIVERS
No failure on the part of the Facility Agent or any of the Beneficiaries to
exercise, nor any delay in exercising, any right or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right or remedy prevent any further or other exercise thereof or the exercise
of any other right or remedy. The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by law.
16. PARTIAL INVALIDITY
If, at any time, any provision hereof is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions hereof nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction shall in any way be affected or impaired thereby.
17. NOTICES
17.1 Each communication to be made hereunder shall be made in writing but unless
otherwise stated, may be made in writing by facsimile, telex, Society for
Worldwide Interbank Financial Communications ("SWIFT") (if available) or letter.
17.2 Any communication or document to be made or delivered by one person to
another pursuant to this Agreement shall (unless that other person has specified
another address by written notice to the Facility Agent fifteen days prior to
the date of the communication) be made or delivered to that other person at the
address, telex or facsimile number identified with its signature set out below
(in the case of the Sponsor) or set out in the signature pages of the Facility
Agreement (in the case of the Facility Agent or the Borrower) and shall be
deemed to have been made or delivered (a) if sent by telex or facsimile at the
time of despatch (if despatched between 9.00 a.m. and 5.00 p.m. (local time in
the place to which it is sent) on a working day in that place, when sent, or if
sent by telex or facsimile at any other time, at 9.00 a.m. (local time in the
place to which it is sent) on the next working day in that place), provided that
in the case of facsimile the person sending the facsimile shall have received a
transmission receipt and a hard copy of such facsimile shall be sent on the same
day to the party to whom such notice was sent (but failure to send or receive
any such hard copy shall not prejudice any such deemed making or delivery), (b)
in the case of communications by SWIFT, when despatched and an acknowledgement
of receipt by SWIFT received, (c) if sent by recorded delivery, at the recorded
time of delivery or (d) in the case of any other communication made by letter,
when left at that address or (as the case may be) five days after being
deposited in the post postage prepaid in an envelope addressed to it at that
address Provided that any communication or document to be made or delivered to
the Facility Agent shall be effective only when received by the Facility Agent
and then only if the same is expressly marked for the attention of the
department or officer identified with the Facility Agent's signature to the
Facility Agreement (or such other department or officer as the Facility Agent
shall from time to time specify for this purpose).
- 11 -
15
17.3 Each communication and document made or delivered by one party to another
pursuant to this Agreement shall be in the English language or accompanied by a
translation thereof into English certified (by an officer of the person making
or delivering the same) as being a true and accurate translation thereof. In the
event of dispute, the English language version shall prevail.
18. COUNTERPARTS
This Agreement may be executed in any number of counterparts and by different
parties hereto on separate counterparts each of which, when executed and
delivered, shall constitute an original, but all the counterparts shall
together constitute but one and the same instrument.
- 12 -
16
PART 6
LAW
19. LAW
This Agreement shall be governed by, and shall be construed in accordance with,
English law.
20. JURISDICTION
20.1 Each of the parties agrees for the benefit of each of the Beneficiaries
that the courts of England shall have jurisdiction to hear and determine any
suit, action or proceeding, and to settle any disputes, which may arise out of
or in connection with this Agreement and, for such purposes, irrevocably submits
to the jurisdiction of such courts.
20.2 Each of the parties irrevocably waives any objection which it might now or
hereafter have to the courts referred to in Clause 20.1 being nominated as the
forum to hear and determine any suit, action or proceeding, and to settle any
disputes, which may arise out of or in connection with this Agreement and agrees
not to claim that any such court is not a convenient or appropriate forum.
20.3 The submission to the jurisdiction of the courts referred to in Clause 20.1
shall not (and shall not be construed so as to) limit the right of any of the
parties hereto to take proceedings against the other parties in any other court
of competent jurisdiction nor shall the taking of proceedings in any one or more
jurisdictions preclude the taking of proceedings in any other jurisdiction
(whether concurrently or not) if and to the extent permitted by applicable law.
AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.
- 13 -
17
THE SPONSOR
UNION TEXAS PETROLEUM LIMITED
By: R.A. HALSON
Address: 5th Floor
Bowater House
68/114 Knightsbridge
London SW1X 7LR
Telex: 22160
Facsimile: 0171 584 7785
THE BORROWER
UNION TEXAS BRITANNIA LIMITED
By: R.A. HALSON
THE FACILITY AGENT
NATIONSBANK, N.A. (CAROLINAS)
By: ASAD ZAFAR
- 14 -