Exhibit 10.1
SERVICE AGREEMENT
This Service Agreement (this
“Agreement”), effective May 1, 2008, (the
“Effective Date”), is by and among, TRANSATLANTIC
PETROLEUM CORP., an Alberta corporation, and its subsidiaries
(“TransAtlantic”) and LONGFELLOW ENERGY, LP, a Texas
limited partnership, VIKING DRILLING, LLC, a Nevada limited
liability company, LONGE ENERGY LIMITED, a Bermuda limited
liability company, and RIATA MANAGEMENT, LLC, an Oklahoma limited
liability company, and their subsidiaries (collectively, the
“Riata Entities”).
RECITALS:
WHEREAS, the Riata Entities may
provide certain services to TransAtlantic in connection with
TransAtlantic’s expanding scope of operations;
WHEREAS, TransAtlantic may provide
certain services to the Riata Entities in connection with the Riata
Entities worldwide operations;
NOW, THEREFORE, in consideration of
the mutual promises hereinafter set forth and other good and valid
consideration, the receipt and sufficiency of which are hereby
acknowledged, and subject to the terms and conditions hereof, the
parties hereto (collectively, the “Parties” and each
individually a “Party”) agree as follows:
ARTICLE I
MANAGEMENT CONSULTING
SERVICES
TransAtlantic and the Riata Entities
may provide each other “Management Consulting Services”
(as that term is defined in this Article I) pursuant to the
following terms and conditions:
1.01 Services to be
Provided . For purposes of this Article I,
“Management Consulting Services” shall mean:
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a.
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the
provision of consultations with respect to entity formation and
corporate organization;
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b.
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the
provision of consultations with respect to the acquisition or
disposition of domestic and international oil and gas
properties;
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c.
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the
provision of consultation with respect to debt and/or equity
financings;
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d.
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the
documentation of domestic and international oil and gas transfers
and transactions;
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e.
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the
preparation, review and negotiation of contracts; and
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f.
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the
provision of such other services related to items (a) through
(e) as TransAtlantic or the Riata Entities may reasonably
request and which the Party providing the service has the
capability to perform.
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1.02 Compensation
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a. Personnel . The
Party receiving the service shall pay the Party providing the
service for the use of the personnel involved in rendering
Management Consulting Services at the Party providing the
service’s actual cost based on the salary and benefits
received by the persons providing such services assuming a 2,000
hour work year per person, which amounts shall be billed on a per
hour basis.
b. General and Administrative
Expenses . The Party receiving the service shall reimburse
the Party providing the service for a proportionate part of the
general and administrative expenses (office rent, equipment,
supplies and other similar items) based on the amount of the
personnel expenses charged each month compared to the total
personnel expenses associated with the provision of Management
Consulting Services and comparable services to any other affiliated
party.
c. Incidental Expenses
. The Party receiving the service shall reimburse the Party
providing the service at the actual cost for all reasonable
expenses incurred incident to providing Management Consulting
Services, including, without limitation, telephone, postage,
reproduction and other similar expenses.
d. Date of Payment .
The Party providing the service shall bill the Party receiving the
service monthly for such expenses and reimbursements as may be due
pursuant to the provisions of this Section 1.02. Payment shall
be due not later than forty-five (45) days from the date of
invoice.
1.03 Company Personnel
. Management Consulting Services shall be provided by TransAtlantic
or the Riata Entities, as applicable. The Party providing the
service shall not be required to engage the services of any third
party to provide Management Consulting Services to the Party
receiving the service.
1.04 Term . The
arrangements contemplated by this Article I shall begin on the
Effective Date and shall continue until terminated by either the
Riata Entities or TransAtlantic by providing ninety (90) days
advance written notice of termination to the Riata Entities or
TransAtlantic, as applicable.
ARTICLE II
COMPUTER SERVICES
The Riata Entities agree to provide
to TransAtlantic from time to time upon TransAtlantic’s
request “Computer Services” (as that term is defined in
this Article II) pursuant to the following terms and
conditions:
2.01 Services to be
Provided . For purposes of this Article II, “Computer
Services” shall mean general information technology services
including, hardware and software acquisition and maintenance and
network administration.
2.02 Compensation
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a. Computer Usage .
TransAtlantic will be billed for computer usage by the Riata
Entities based on the actual cost to the Riata Entities, determined
as follows:
(i) with respect to expenses
directly associated with the hardware and/or software utilized in
any part by both Parties (the “Common Use Equipment”),
based upon the amount of disc space used by TransAtlantic compared
to the total amount of disc space used by both Parties of all
Common Use Equipment; and
(ii) with respect to expenses
directly associated with hardware and/or software only used by
TransAtlantic (the “Single Use Equipment”), the actual
cost to the Riata Entities of obtaining such Single Use
Equipment.
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b. Personnel .
TransAtlantic shall pay the Riata Entities for the use of the Riata
Entities’ personnel involved in rendering Computer Services
at actual cost based on the salary and benefits received by the
persons providing such services assuming a 2,000 hour work year per
person, which amounts shall be billed to TransAtlantic on a per
hour basis.
c. Incidental Expenses
. TransAtlantic shall reimburse the Riata Entities at the Riata
Entities’ actual cost for all reasonable expenses incurred by
the Riata Entities incident to providing Computer Services,
including, without limitation, telephone, postage, reproduction and
other similar expenses.
d. Date of Payment .
The Riata Entities shall bill TransAtlantic monthly for such
expenses and reimbursements as may be due pursuant to the
provisions of this Section 3.02. Payment by TransAtlantic
shall be due not later than forty-five (45) days from the date
of invoice.
2.03 Term . The
arrangements contemplated by this Article II shall begin on the
Effective Date and shall continue until terminated by either
TransAtlantic or the Riata Entities by providing ninety
(90) days advance written notice of termination to the Riata
Entities or TransAtlantic, as applicable.
ARTICLE III
PAYROLL AND BENEFITS
SERVICES
The Riata Entities may provide to
TransAtlantic from time to time upon TransAtlantic’s request
“Payroll and Benefits Services” (as that term is
defined in this Article III) pursuant to the following terms and
conditions:
3.01 Services to be
Provided . For purposes of this Article III, “Payroll
and Benefits Services” shall mean:
a. the administration of payroll
matters and administration of contracts, if any, with Automatic
Data Processing, Inc. or other companies providing the same or
similar services;
b. the administration of benefit
plans for TransAtlantic, including consultation with employees of
TransAtlantic with respect to medical and life insurance plans and
the filing of applicable claims;
c. the administration of
documentation for all new employees of TransAtlantic and all
necessary documentation in connection with employee
terminations;
d. the provision of consultations to
TransAtlantic’s supervisors in reference to employee policies
and procedures;
e. the creation and administration
of TransAtlantic’s retirement and savings plans and providing
consultation to TransAtlantic’s employees with respect to
such plans;
f. the provision of consultations
with respect to Texas Employment Commission, Internal Revenue
Service and United States Department of Labor matters and
claims;
g. the provision of consultations
regarding TransAtlantic’s safety program;
h. the preparation and provision of
payroll tax returns and reports; and
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i. the provision of other employee
services as may be requested from time to time by TransAtlantic and
which the Riata Entities have the capability to perform.
3.02 Compensation
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a. Personnel .
TransAtlantic shall pay the Riata Entities for the use of the Riata
Entities’ personnel involved in rendering Payroll and
Benefits Services at actual cost based on the salary and benefits
received by the persons providing such services assuming a 2,000
hour work year per person, which amounts shall be billed to
TransAtlantic on a per hour basis.
b. General and Administrative
Expenses . TransAtlantic shall reimburse the Riata Entities
for a proportionate part of its general and administrative expenses
(office rent, equipment, supplies and other similar items) based on
the amount of personnel expenses charged to TransAtlantic each
month compared to the total personnel expenses of Riata Entities
associated with the provision of Payroll and Benefits Services to
TransAtlantic.
c. Incidental Expenses
. TransAtlantic shall reimburse the Riata Entities at actual cost
for all reasonable expenses incurred by the Riata Entities incident
to providing Payroll and Benefits Services, including, without
limitation, telephone, postage, reproduction and other similar
expenses.
d. Date of Payment .
The Riata Entities shall bill TransAtlantic monthly for such
expenses and reimbursements as the Riata Entities may be due
pursuant to the provisions of this Section 3.02. Payment by
TransAtlantic shall be due not later than forty-five (45) days
from the date of invoice.
3.03 Term . The
arrangements contemplated by this Article III shall begin on the
Effective Date and shall continue until terminated by either the
Riata Entities or TransAtlantic by providing ninety (90) days
advance written notice of termination to the Riata Entities or
TransAtlantic, as applicable.
ARTICLE IV
OIL AND GAS
SERVICES
The Riata Entities and TransAtlantic
shall enter into separate operating agreements for any properties
owned by TransAtlantic or the Riata Entities and operated by the
other Party, and such operating agreements shall govern the terms
of the relationship between such Parties without further reference
to this Agreement. In addition, TransAtlantic and the Riata
Entities may provide each other “Oil and Gas Services”
(as that term is defined in this Article IV) pursuant to the
following terms and conditions:
4.01 Services to be
Provided . For purposes of this Article IV, “Oil and
Gas Services” shall mean:
a. evaluation and technical services
as requested from time to time with respect to properties owned by
TransAtlantic and not operated by the Riata Entities;
b. lease maintenance services with
respect to file maintenance, regulatory matters, and other related
matters;
c. evaluation by TransAtlantic of
prospects identified by the Riata Entities and outside
TransAtlantic’s scope of operations; and
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d. such other services related to
items (a) through (c) above as a Party shall reasonably
request and which the other Party has the ability to
perform.
4.02 Compensation
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a. Personnel . The
Party receiving the service shall pay the Party providing the
service for the use of the personnel involved in rendering Oil and
Gas Services at the actual cost based on the salary and benefits
received by the persons providing such services assuming a 2,000
hour work year per person, which amount shall be billed on a per
hour basis.
b. General and Administrative
Expenses . The Party receiving the service shall reimburse
the Party providing the service for a proportionate part of its
general and administrative expenses (office rent, equipment,
supplies and other similar items) based on the amount of personnel
expenses charged each month compared to the total personnel
expenses associated with the provision of Oil and Gas
Services.
c. Incidental Expenses
. The Party receiving the service shall reimburse the Party
providing the service at the actual cost for all reasonable
expenses incurred incident to providing Oil and Gas Services,
including, without limitation, telephone, postage, reproduction and
other similar expenses.
d. Date of Payments .
The Party providing the service shall bill the Party receiving the
service monthly for such expenses and reimbursements as may be due
pursuant to the provisions of this Section 5.02. Payment shall
be due not later than forty-five (45) days from the date of
invoice.
4.03 Term . The
arrangements contemplated by this Article IV shall begin on the
Effective Date and shall continue until terminated, in whole or in
part, by either the Riata Entities or TransAtlantic by providing
one hundred eighty (180) days advance written notice of
termination to the Riata Entities or TransAtlantic, as
applicable.
ARTICLE V
INSURANCE ADMINISTRATION
SERVICES
The Riata Entities agree to provide
to TransAtlantic from time to time upon TransAtlantic’s
request “Insurance Administration Services” (as that
term is defined in this Article V) pursuant to the following terms
and conditions:
5.01 Services to be
Provided . For purposes of this Article V, “Insurance
Administration Services” shall mean:
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a.
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processing
claims of TransAtlantic under the insurance coverage maintained by
TransAtlantic (“Insurance”);
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b.
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administering
the policy provisions of the Insurance;
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c.
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administering
the payment of premiums for the Insurance;
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d.
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administering
TransAtlantic’s employee health benefits plan; and
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e.
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such
other services related to items (a) through (d) above as
TransAtlantic shall reasonably request, and which the Riata
Entities has the capability to perform.
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5.02 Acknowledgment of
TransAtlantic . The Riata Entities shall not be responsible
to TransAtlantic for loss of coverage or in any other respect if
any of the Insurance is canceled by the insurance carrier or
underwriter regardless of cause or if the Riata Entities is unable
to secure substitute or replacement coverage for the same coverage
as the canceled or expired Insurance. TransAtlantic agrees to
cooperate with any insurance carrier, representative or agents in
the investigation of any claim or insurance and to provide any
information which any such carrier shall reasonably request for the
purpose of investigating a claim. TransAtlantic agrees to indemnify
and hold harmless the Riata Entities and its directors, officers,
agents, employees and affiliates (each an “Indemnified
Party” and collectively, the “Indemnified
Parties”) providing any assistance pursuant to this Article V
against any and all damages, claims, obligations, liabilities,
lawsuits, penalties, administrative proceedings, judgments, costs
or expenses, including reasonable attorneys’ fees, resulting
from or arising out of or in connection with any function of the
Riata Entities under this Article V or in connection with any claim
made by or against TransAtlantic relating to any of the Insurance
or matters purportedly covered by the Insurance, unless any such
damage or claim was the result of gross negligence or willful
misconduct of any Indemnified Party. IT IS THE INTENTION OF
TRANSATLANTIC TO INDEMNIFY EACH OF THE INDEMNIFIED PARTIES FOR
DAMAGES RESULTING FROM THE NEGLIGENCE, OTHER THAN GROSS NEGLIGENCE,
OF ANY OF THE INDEMNIFIED PARTIES.
TransAtlantic agrees and
acknowledges that the Riata Entities are not an insurance carrier
or an insurer of any claims made by or against TransAtlantic for
any matters covered by any of the Insurance or otherwise.
TransAtlantic agrees not to sue the Riata Entities for (i) any
claims or events occurring for which an insurance carrier may deny
coverage or dispute any aspect of coverage (including, but
not