Exhibit 10(24)
AGREEMENT 007.02 ON CRUDE OIL SALES
13 AUGUST, 2002
CONCLUDED BETWEEN NINOTSMINDA OIL COMPANY LIMITED AND SVETI LTD AS FOLLOWS:
1. SELLER:
NINOTSMINDA OIL COMPANY LIMITED
22, STASICRATOUS
OLGA COURT
P.O.BOX 48
NICOSIA, CYPRUS
2. BUYER:
SVETI LIMITED
BUILD.15, SANZONA
TBILISI, GEORGIA
3. CONTRACT PERIOD:
THIS AGREEMENT IS FOR A PERIOD OF TWELVE MONTHS FROM THE DATE HEREOF PLUS THE
TIME REQUIRED FOR REPAYMENT OF THE OUTSTANDING SECURITY PAYMENT IN OIL WHICH IS
ESTIMATED TO TAKE FIVE (5) MONTHS.
4. QUANTITY:
THE MONTHLY QUANTITY OF OIL AVAILABLE FOR SALE TO THE BUYER UNDER THE TERMS OF
THIS AGREEMENT WILL BE LIMITED TO THE SELLER'S MONTHLY SHARE OF OIL PRODUCED
UNDER THE NINOTSMINDA PRODUCTION SHARING CONTRACT DURING THE CONTRACT PERIOD
("MONTHLY QUANTITY"). THE SELLER'S BEST ESTIMATE OF THE MONTHLY QUANTITY IS
2,000 METRIC TONNES, BUT THE SELLER IS ONLY OBLIGED TO DELIVER ITS SHARE OF OIL
ACTUALLY PRODUCED. IN THE EVENT THAT THE SELLER FAILS TO PRODUCE THE ESTIMATED
MONTHLY QUANTITY THE SELLER SHALL HAVE NO LIABILITY TO THE BUYER AS A RESULT OF
THAT FAILURE.
THE CONVERSION RATIO FOR METRIC TONNES: BARRELS SHALL BE DETERMINED FROM SAMPLES
TAKEN AT THE TIME OF DELIVERY.
5. QUALITY:
NINOTSMINDA CRUDE OIL OF NORMAL EXPORT QUALITY ("OIL") WITH THE FOLLOWING
GUARANTEED SPECIFICATION:
- - DENSITY AT 200 C 820 - 840 KG/CSM
- - SULPHUR MAX 0,2 WT PCT
- - WATER MAX 1.0 PCT
QUALITY OF OIL SHOULD COINCIDE WITH THE EXISTING NORMS. SELLER AND BUYER SHALL
MEET TO AGREE THE APPOINTMENT OF AN INDEPENDENT EXPERT LABORATORY, TO WHOM ANY
DISPUTES CONCERNING THE QUALITY OF THE OIL OR THE METHOD OF TESTING THEREOF
SHALL BE REFERRED AND BOTH PARTIES MUST ACCEPT THE DECISION OF THE EXPERT.
6. DELIVERY:
ON A MONTHLY BASIS ON A DATE TO BE AGREED BETWEEN BUYER AND SELLER, SELLER SHALL
MAKE OIL AVAILABLE TO THE BUYER AT GEORGIAN OIL'S STORAGE RESERVOIRS AT SAMGORI
(NGDU) IN CAR TANKS PROVIDED BY THE BUYER ("DELIVERY POINT"). OIL SHALL BE
CONSIDERED DELIVERED AS THE OIL PASSES THE FILLING HOSE TO THE CAR TANKS. THE
SELLER, BUYER AND THE OPERATOR OF THE OIL STORAGE AND LOADING FACILITY WILL SIGN
THE RELATED DELIVERY ACT.
7. PRICE:
THE PRICE IN US DOLLARS PER NET US BARREL AT THE DELIVERY POINT FOR OIL
DELIVERED DURING EACH MONTH SHALL BE EQUAL TO THE AVERAGE OF THE MEAN OF THREE
QUOTATIONS IN THE PLATTS CRUDE OIL MARKETWIRE FOR BRENT DATED QUOTATIONS MINUS A
DISCOUNT IN US DOLLARS PER NET US BARREL ESTABLISHED IN ACCORDANCE WITH THE
FOLLOWING FORMULA:
DATED BRENT (US$/BBL) DISCOUNT (US$/BBL)
LESS THAN 15.00 6.00
15.01 - 20.00 6.50
20.01 - 25.00 7.00
GREATER THAN 25.01 7.50
IN THE EVENT THAT THE MONTHLY QUANTITY IS LESS THAN 2,000 METRIC TONNES, THE
DISCOUNT SHALL BE ADJUSTED TO US$ 7.50 PER BARREL WHEN DATED BRENT IS IN THE
PRICE RANGE US$ 20.01 - US$ 25.00.
THE APPLICABLE QUOTATIONS SHALL BE THE THREE PUBLISHED QUOTATIONS FOR THE 23RD,
24TH AND THE 25TH DAY OF THE MONTH IN WHICH THE DELIVERY OF OIL TAKES PLACE. IF
ANY OF THE QUOTATION DAYS FALLS ON A SATURDAY OR SUNDAY OR OTHER NON-TRADING
DAY, THE NEAREST EARLIER QUOTATIONS SHALL APPLY.
ALWAYS THREE QUOTATIONS TO APPLY.
THE PRICE HAS BEEN CALCULATED EXCLUSIVE OF VAT, HOWEVER VAT IS PAYABLE ON SALES
UNDER THE AGREEMENT AND THIS WILL BE LEVIED AT THE EFFECTIVE RATE CURRENT IN THE
TERRITORY OF GEORGIA AT THE TIME AND SHALL BE PAYABLE BY THE BUYER TO THE
SELLER.
8. SECURITY FOR PAYMENT:
AS SECURITY FOR PAYMENT THE BUYER WILL PAY ONE MILLION (1,000,000) US DOLLARS TO
THE SELLER'S NOMINATED US DOLLAR ACCOUNT WITHIN FIVE (5) BANKING DAYS OF SIGNING
THE AGREEMENT (SECURITY). THE SECURITY WILL BE RETAINED BY THE SELLER FOR ITS
OWN USE AND ACCOUNT FOR A PERIOD OF TWELVE MONTHS AND WILL BE REPAID TO THE
BUYER AFTER THE END OF THE TWELVE-MONTH PERIOD THROUGH THE DELIVERY OF AN
ADDITIONAL QUANTITY OF OIL TO THE VALUE OF THE SECURITY AT THE PRICE SET OUT IN
THE AGREEMENT AND AT THE RATE OF THE SELLER'S SHARE OF MONTHLY PRODUCTION.
HOWEVER IF THE MONTHLY QUANTITY IS LESS THAN 1,500 METRIC TONNES, AFTER SIX (6)
MONTHS THE SECURITY PAYMENT MAY BE REDUCED BY THE VALUE OF EACH MONTH'S DELIVERY
AT THE BUYERS DISCRETION.
9. PAYMENT:
IN US DOLLARS NET CASH, WITHOUT WITHHOLD, OFFSET, COUNTERCLAIM OR DEDUCTION
WHATSOEVER INTO SELLER'S NOMINATED BANK ACCOUNT WITH FULL VALUE WITHIN THREE (3)
DAYS OF THE 26TH DAY OF EACH MONTH COMMENCING IN AUGUST 2002.
RECONCILIATION SHALL BE MADE AT THE MOMENT OF THE NEXT PAYMENT FOR OIL AND ANY
UNDER PAYMENTS OR OVER PAYMENTS AS APPROPRIATE SHALL BE PAID BY THE BUYER OR THE
SELLER AS APPROPRIATE.
10. RISKS AND PROPERTY:
NOTWITHSTANDING ANYTHING HEREIN EXPRESSLY OR BY IMPLICATION TO THE CONTRARY, THE
RISK AND PROPERTY IN THE OIL DELIVERED HEREUNDER SHALL PASS TO THE BUYER AT THE
DELIVERY POINT.
11. LAW AND JURISDICTION:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH ENGLISH LAW
AND THE PARTIES SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE LONDON HIGH COURT
WITHOUT RECOURSE TO ARBITRATION.
IN THE EVENT THE BUYER IS UNABLE TO PURCHASE OIL PRODUCED DURING ANY MONTH, THE
BUYER SHALL NOTIFY THE SELLER BY 1ST DAY OF THE MONTH IN WHICH THE OIL IS TO BE
LIFTED OF SUCH INABILITY TO PERFORM AND ON RECEIVING SUCH NOTICE THE SELLER
SHALL BE ENTITLED TO SELL THE MONTHLY QUANTITY AT ITS DISCRETION. HOWEVR SELLER
SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT IN THE EVENT THAT BUYER FAILS TO
MAINTAIN ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT FOR OIL DELIVERED BY THE
SELLER AND RECEIVED BY THE BUYER OR TO COMPLY WITH THE OTHER PROVISIONS OF THIS
AGREEMENT. SUCH TERMINATION SHALL BE WITHOUT PREJUDICE TO THE SELLER'S OTHER
RIGHTS HEREUNDER.
12. FORCE MAJEURE:
IF EITHER PARTY IS RENDERED UNABLE TO PERFORM FULLY OR IN PART ANY OBLIGATION
UNDER THIS AGREEMENT, EXCEPT IN RELATION TO OBLIGATIONS TO MAKE PAYMENTS DUE
UNDER THIS AGREEMENT, THEN TO THE EXTENT THAT SUCH INABILITY ARISES FROM A CAUSE
OR CAUSES BEYOND THAT PARTY'S CONTROL AND UPON SUCH PARTY PROMPTLY GIVING
WRITTEN NOTICE TO THE OTHER PARTY OF SUCH CAUSE(S), NEITHER PARTY SHALL BE
LIABLE TO THE OTHER IN DAMAGES OR OTHERWISE AND THE TIME FOR PERFORMANCE OF THE
AFFECTED OBLIGATION SHALL BE EXTENDED DURING AND FOR THE PERIOD OF INABILITY SO
CAUSED, UP TO A MAXIMUM OF THIRTY (30) CALENDAR DAYS.
SHOULD SUCH PERIOD OF INABILITY CONTINUE IN EXCESS OF THIRTY (30) CALENDAR DAYS,
EITHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE
TO THE OTHER PARTY, IN WHICH CASE NEITHER PARTY SHALL BE RESPONSIBLE FOR FURTHER
PERFORMANCE NOR LIABLE IN ANY WAY TO EACH OTHER, PROVIDED THE SECURITY PAYMENT
IN THE AMOUNT OUTSTANDING AT THE TIME SHALL BE RETURNED WITHIN FIVE (5) BANKING
DAYS BY THE SELLER.
THE TERM CAUSE(S) BEYOND THAT PARTY'S CONTROL USED HEREIN SHALL INCLUDE (BUT
WITHOUT LIMITING THE GENERALITY OF SUCH TERM): AN ACT OF GOD, WAR (DECLARED OR
UNDECLARED), MILITARY OPERATIONS, BLOCKADE, REVOLUTION, DISTURBANCE, TRADE
RESTRICTION, ACTION BY ANY GOVERNMENT OR GOVERNMENTAL OR CIVIL OR MILITARY
AUTHORITY, EMBARGO, STRIKE, LOCK-OUT OR LABOUR DISPUTE, FIRE, ICE CONDITIONS, OR
ANY OTHER CAUSE OF A SIMILAR NATURE AS DESCRIBED HEREIN BEYOND THAT PARTY'S
CONTROL.
13. OTHER TERMS:
ON THE BASIS OF THE BUYER'S WRITTEN REQUEST, THE SELLER WILL ASSIST THE BUYER TO
EXPORT OIL THROUGH PROPERLY EXECUTED OIL SALES CONTRACTS WITH A THIRD PARTY ON
THE SAME TERMS AS STIPULATED IN THIS AGREEMENT PROVIDING THIS IS DONE IN
ACCORDANCE WITH GEORGIAN LEGISLATION AND THE BUYER INDEMNIFYS THE SELLER FROM
AND AGAINST ANY AND ALL CLAIMS OF ANY KIND, LIABILITIES INCLUDING BUT NOT
LIMITED TO VAT PAYMENTS, AND EXPENSES WHICH MAY EMERGE AS A RESULT OF THE SELLER
ENTERING INTO SALES CONTRACTS WITH A THIRD PARTY AT THE REQUEST OF THE BUYER.
SUCH INDEMNIFICATION SHALL BE COVERED FROM THE SECURITY PROVIDED BY THE ARTICLE
8 OF THIS AGREEMENT.
IN THE EVENT THE BUYER PAYS ONE MILLION (1,000,000) US DOLLARS UNDER THIS
AGREEMENT TO THE SELLER AND THE SELLER BECOMES UNABLE TO SUPPLY THE BUYER WITH
THE QUANTITY OF OIL REQUIRED TO COVER THIS OR ANY REMAINING UNPAID AMOUNT, THE
SELLER SHALL PAY TO THE BUYER THE OUTSTANDING AMOUNT IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT; IN CASE OF FAILURE TO PAY IN ACCORDANCE WITH THE TIME
TERM OF THE AGREEMENT A PENALTY IN THE AMOUNT OF TWENTY (20) PER CENT PER ANNUM
I.E. 0.0548% PER EACH DAY DELAY SHALL APPLY.
THIS AGREEMENT IS MADE IN GEORGIAN AND ENGLISH, TWO EQUAL COPIES IN EACH
LANGUAGE.
14. ENTIRE AGREEMENT
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT OF BOTH PARTIES AND IT CANNOT BE
MODIFIED UNLESS IN WRITING.
15. BANK DETAILS:
US DOLLAR ACCOUNT:
HSBC BANK INTERNATIONAL LIMITED
PO BOX 315, ST PETER PORT
GUERNSEY GY1 3JQ
CHANNEL ISLANDS
SWIFT: MIDLJESH
ACCOUNT CURRENCY: US DOLLARS
ACCOUNT NAME: NINOTSMINDA OIL COMPANY USD ACCOUNT
ACCOUNT NO.: 011 645496 361
COVER THROUGH: BANKERS TRUST COMPANY
1 BANKERS TRUST PLAZA
LIBERTY STREET
NEW YORK
NY 10006
A/C NO.: 04082437
SPECIAL INSTRUCTIONS: BKTRUS33
GEORGIAN LARI ACCOUNT:
CARTU BANK VAKE BRANCH, TBILISI
CODE: 220101079
NINOTSMINDA OIL COMPANY LIMITED, REPRESENTATION IN GEORGIA
ACC.NO. 36006
16. SIGNATURES:
FOR NINOTSMINDA OIL COMPANY LIMITED: FOR SVETI LIMITED:
/s/ZAZA GORGADZE. /s/ZAAL SAMKHARADZE
ZAZA GORGADZE ZAAL SAMKHARADZE