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Title: |
Administrative Services Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
Preview shows 9KB of 59KB total |
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Price: |
$44 |
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ID: |
#872113 |
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ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
APCO ARGENTINA INC.
AND
THE WILLIAMS COMPANIES, INC.
EFFECTIVE DATE: JANUARY 1, 2004
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
1. DEFINITIONS......................................................... 1
2. TERM................................................................ 4
3. PROVISION OF SERVICES............................................... 4
4. COMPENSATION........................................................ 6
5. INVOICING AND PAYMENTS.............................................. 8
6. RIGHT TO AUDIT...................................................... 8
7. INDEPENDENT CONTRACTOR STATUS....................................... 9
8. INDEMNIFICATION..................................................... 9
9. INSURANCE........................................................... 10
10. CONFIDENTIALITY..................................................... 11
11. LIMITATION OF LIABILITY............................................. 12
12. NOTICES............................................................. 12
13. CERTAIN PRACTICES................................................... 14
14. NON-WAIVER.......................................................... 14
15. ASSIGNMENT.......................................................... 15
16. NON-EXCLUSIVE AGREEMENT............................................. 15
17. NO THIRD PARTY BENEFICIARY.......................................... 15
18. HEADINGS............................................................ 15
19. ENTIRE AGREEMENT.................................................... 15
20. SEVERABILITY........................................................ 15
21. AMENDMENTS.......................................................... 16
22. GOVERNING LAW....................................................... 16
23. DISPUTE RESOLUTION.................................................. 16
24. MUTUAL COOPERATION.................................................. 17
25. FORCE MAJEURE....................................................... 17
</TABLE>
-i-
<PAGE>
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") is made and entered
into as of this 1st day of January, 2004 ("Effective Date"), by and between APCO
Argentina Inc., a company organized under the laws of the Cayman Islands and its
Subsidiaries ("Company" or "Apco"), and The Williams Companies, Inc.
("Williams"), a company organized under the laws of the State of Delaware, USA.
WHEREAS, Company is a public company whose stock is traded on the NASDAQ
but has few employees and is in need of personnel to perform administrative
services on behalf of the Company;
WHEREAS, Williams owns approximately 69% of the issued and outstanding
stock of Company and has been providing administrative, legal and management
services ("Services") to Company without a formal written agreement.
WHEREAS, Company desires to engage the services of Williams to perform
various Services, under the terms and conditions hereinafter provided; and
WHEREAS, Williams is willing to perform the Services upon the terms and
conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Parties agree as follows:
1. DEFINITIONS:
(a) The following terms have the meanings assigned herein.
(i) "Affiliate" of a Person means a Person (i) which is a
Subsidiary of that Person, (ii) of which that Person is a
Subsidiary, or (iii) which is a Subsidiary of a Person of
which that Person is a Subsidiary.
(ii) "Agreement" means this Administrative Services Agreement, as
amended or supplemented from time to time, and the exhibits
hereto, which are incorporated herein by reference.
(iii) "Applicable Law" means, with respect to any Person or any
property or asset, all laws, ordinances, codes, rules,
regulations, orders, writs, injunctions, decrees, rulings,
determinations, awards or standards of any Governmental
Authority, all Governmental Authorizations and all agreements
with any Governmental Authority applicable to or binding on
such Person (or its properties or assets) or to such property
or asset from time to time or at the time specified in this
Agreement, as the case may be.
(iv) "Bankruptcy" of a Person means (a) Involuntary Bankruptcy or
(b) commencement by a Person of a voluntary case or proceeding
1
<PAGE>
under any applicable bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by such
Person to the entry of a decree or order for relief in
respect of such Person in an involuntary case or proceeding
under any applicable bankruptcy, insolvency, reorganization
or other similar law or to the commencement of any bankruptcy
or insolvency case or proceeding against such Person, or the
filing by such Person of a petition or answer or consent
seeking reorganization or relief under any Applicable Law; or
consent by such Person to the filing of such petition or to
the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or
similar official of such Person or of any substantial part of
the property of such Person, or the making by such Person of
an assignment for the benefit of creditors, or the admission
by such Person in writing of its inability to pay its debts
generally as they become due, or the taking of corporate
action by such Person in furtherance of any such action.
(v) "Business Days" means any day other than Saturday, Sunday or
a legal holiday in New York, New York.
(vi) "Calendar Month" means any of January, February, March,
April, May, June, July, August, September, October, November
or December, as applicable.
(vii) "Claims" has the meaning specified in Section 8(a).
(viii) "Company" has the meaning specified in the preamble to this
Agreement.
(ix) "Confidential Information" has the meaning specified in
Section 10(a)(i).
(x) "Effective Date" has the meaning specified in the preamble to
this Agreement.
(xi) "Governmental Authority" means any judicial, legislative,
administrative or other national, state, municipal or local
governmental authority, ministry, department, any
administrative agency, office, organization or authority
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