Isramco Inc – ‘8-K’ for 9/15/97 – EX-1

As of:  Monday, 9/15/97   ·   For:  9/15/97   ·   Accession #:  1000096-97-670   ·   File #:  0-12500

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     13K 
 2: EX-1        Exhibit A                                              5     16K 
 3: EX-2        Exhibit B                                              3     16K 

EX-1   —   Exhibit A

EX-1
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EXHIBIT A                                                                       
---------                                                                       

AGREEMENT 
--------- 

  drawn up and signed in              on September 4, 1997
                        --------------   -----------------

by and between

Naphtha Congo Ltd.
a company organized and existing under the Laws of Israel 
(hereinafter: "Naphtha Congo")

of the first party
------------------

and between 

Equital Ltd. (formerly Pass-Port Ltd.), 
a company organized and existing under the Laws of Israel 
(hereinafter: "Equital")

of the second party 
------------------- 

and between 

Isramco Inc.
a corporation organized under the laws of 
the State of Delaware, USA, 
(hereinafter called: "Isramco") 

of the third party. 
------------------- 

Whereas                                                                         
          and of January 22, 1997 two Production Sharing Agreements(hereinafter:
          "P.S.A.")  were  signed by and  between  the  Government  of Congo and
          Naphtha Congo; one agreement concerning the development of the Tilapia
          oil-field ,and the second  agreement  concerning  explorations for oil
          and/or  gas in the  licensing  area of Marine 3, both in the region of
          the  continental  shelf of the  Republic of Congo  (hereinafter:  "the
Projects") and                                              

Whereas                                                                         
          the P.S.A.  became effective on April 4, 1997 (upon the  authorization
          of the Republic of Congo and the issue of a decree  concerning  them),
and                                                         

Whereas                                                                         
          Naphtha  Congo  has  signed on the  P.S.A.  as the  representative  of
          Equital and of Naphtha Israel Petroleum Corporation Ltd. (hereinafter:
"Naphtha") and on their behalf, and                         

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Whereas                                                                         
          on May 1, 1997 a Joint  Venture  Agreement  was signed by and  between
          Naphtha,  Equital and Naphtha  Congo  (hereinafter:  "J.V.A."),  which
          arranges the  principles of the joint venture for the execution of the
          projects, and a copy of which is attached to this agreement (including
all its Appendices) and is marked as Appendix Number 1, and 

Whereas                                                                         

          Isramco is  interested  in  purchasing  and receiving by transfer from
          Equital,  and Equital is interested in  transferring  and assigning to
          Isramco,  its share,  as well as its rights  and  obligations,  in the
       joint venture, and all subject to the provisions of this agreement.

Therefore it is declared, stipulated and agreed between the parties as follows: 

     1.   The preamble to this agreement and the appendices  thereto  constitute
an integral part thereof.                                   

     2.   Equital  sells and  transfers to Isramco,  and Isramco  purchases  and
          receives by transfer from  Equital,  the share of Equital in the joint
          venture,  that  is,  50% of all the  rights,  privileges,  duties  and
          obligations   in  the  joint   venture,   according   to  the   J.V.A.
          (hereinafter:  "the rights  sold"),  subject to the conditions and the
considerations detailed below.                              

3.   Equital hereby declares and undertakes:                          

          a)   That the J.V.A.  (including all appendices thereto) is valid, and
has not been annulled and/or amended;             

          b)   That  its  share  in the  joint  venture  (as  stipulated  in the
J.V.A..) is 50%.                                  

          c)   That the entire joint  venture (in its  entirety)  possesses  the
               following  rights:  100% of the  rights  according  to the P.S.A.
               regarding the Tilapia oil-field;  50% of the rights regarding the
               Marine  3  licensing  area  (the  remaining  50%  of  the  rights
               regarding  Marine 3 belong to Levdan Ltd., in accordance with the
               Levdan  agreement)  and  in  the  undertakings  contained  in the
               J.V.A., the P.S.A., the Levdan agreement and the J.O.A. which are
attached hereto as Appendices to the J.V.A.).     

          d)   That its rights in the joint  venture are free of any lien and/or
charge and/or debt and/or third party right.      

2   

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          e)   That no undertaking  has been made towards any person and that no
               option has been given to purchase the joint  venture  and/or part
               of it, and that  Naphtha has given its  consent in  transfer  the
               share of Equital in the J.V.A. to Isramco  (according to clause 9
               of the J.V.A.) as detailed in the Letter of  Agreement,  which is
attached hereto and marked as Appendix 2;         

          f)   That on April 4, 1997 the Government of Congo issued a decree,  a
        copy of which is attached hereto and marked as Appendix 3.

          g)   That on May 7, 1997 Naphtha Congo paid to the Government of Congo
               the full sum due to it in  accordance  with the  P.S.A.  and also
               paid to Levdan Ltd, the full amount due to it in accordance  with
the "Levdan agreement" (as defined in the J.V.A.).

          h)   That  Equital  and  Naphtha  have paid to Naphtha  Congo the full
               amount  which it paid  according  to  clause  (g)  above  (and in
               accordance  with Clause 5 of the J.V.A.).  In order to remove all
               doubt  Equital  paid  its  entire  share  in  the  payments,   as
               stipulated in Clause 5 of the J.V.A.  and does not owe any amount
      whatsoever to Naphtha Congo and/or to the joint venture.

          i)   That  subject  to  the  upholding  of  the   conditions  of  this
               agreement,  no drawback  exists  preventing  the  transfer of its
share in the J.V.A. to Isramco; and               

          j)   That  contracting  by means of this  agreement  has been lawfully
authorised by its competent authorising bodies.   

4.   Isramco hereby declares and undertakes as follows:               

          a)   That it has received all the information and data relating to the
joint venture and the projects;                   

          b)   That it possesses the ability to assume all the  undertakings  of
               Equital  in the joint  venture  regarding  the  execution  of the
projects:                                         

          c)   That no grounds exist, as far as they are concerned,  which might
               prevent the execution of the venture which is the subject of this
agreement; and                                    

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          d)   That  contracting  by means of this  agreement  has been lawfully
authorised by its competent authorising organs.   

     5.   Naphtha Congo  declares and confirms that it signed the P.S.A.  as the
          representative  of Equital and Naphtha (in equal  parts) and on behalf
          of them,  and that  Naphtha and Equital  paid it the full sum which it
          paid for them to the  Government of Congo and to Levdan  (according to
          Clause 5 of the J.V.A.) and that no grounds exist,  as far as they are
          concerned, which might prevent the transfer of the share of Equital to
          Isramco,  subject to the  upholding  of all the  stipulations  of this
agreement.                                                  

     6.   In  consideration  for the  transfer  to  Isramco of the share and the
          rights of Equital in the joint venture (50%), Isramco will pay Equital
          a sum of USD 2.7 million  (composed  of the sum of USD 150,000 for the
          rights  relating  to the license for Marine 3, in addition to USD 2.55
          million   for  the  rights  in   relation   to  the   Tilapia   field)
(hereinafter: "the consideration").                         

     7.   Isramco  undertakes  to pay to  Equital  the entire  consideration  as
follows:                                                    

          a)   an  amount  of USD 1  million  will be  paid  upon  signing  this
agreement.                                        

          b)   the  balance of the  consideration  will be  transferred,  within
               seven days of signing this  agreement,  by a bank transfer to the
               bank  account  of  Equital  (details  of  which  account  will be
provided to Isramco by Equital).                  

     8.   It is expressly  agreed that Isramco will assign to Equital 8% carried
          interest of its rights in regard to the Tilapia field,  after pay-out.
          "Pay-out"  means all the  investments of Isramco in the Tilapia field,
          excluding  the amount of USD 2.55 million  which is paid  according to
          this agreement and which will not be considered an investment for this
purpose.                                                    

     9.   It is expressly agreed that upon payment of the entire  consideration,
          as  stipulated  in  this  agreement,  all  the  sold  rights  will  be
          transferred to Isramco,  without the need for any further action,  and
          Isramco will be deemed a party to the J.V.A.  in the place of Equital,
as was conditional upon it from the outset.                 

10.                                                                   

          a)   This agreement will be subject to, and  interpreted  by, the laws
of the State of Israel.                           

4 

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          b)   Any dispute  arising  between the parties  will be resolved by an
               arbitrator to be appointed by the parties, and if the parties are
               unable to decide on an  arbitrator,  he will be  appointed by the
               Chairman of the Israeli Bar Association,  and this agreement will
be deemed a bill of arbitration.                  

          c)   Any  amendment to this  agreement  will be invalid,  unless it is
made jointly by the parties.                      

          d)   The  addresses  of the parties  are as stated in the  preamble to
               this  agreement,  and any notice  made by one party to another by
               hand,  or by  facsimile,  will  be  deemed  to have  reached  its
destination at the moment it was transferred.     

In witness of which the parties have signed:

--------------------------------------------------------------------------------
Equital                          Naphtha Congo                           Isramco

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		9/15/97							None on these Dates
		9/4/97		1
		5/7/97		3
		5/1/97		2
		4/4/97		1		3
		1/22/97		1
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