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Exhibit 10.41
INDEMNITY AGREEMENT
(As to Parent Guarantees)
THIS INDEMNITY AGREEMENT (this "Agreement") is made and entered
into as of the 7th day of February, 2007, by and among Willbros
Group, Inc., a corporation incorporated and existing under the laws
of the Republic of Panama ("WGI" or "Seller"), Willbros
International, Inc., a corporation incorporated and existing under
the laws of the Republic of Panama ("WII" and, together with WGI,
"Indemnitees"); and Ascot Offshore Nigeria Limited, a company
incorporated and existing under the laws of the Federal Republic of
Nigeria ("Ascot" or "Purchaser"), and Berkeley Group plc, a company
incorporated and existing under the laws of the Federal Republic of
Nigeria ("Berkeley" and, collectively with Ascot, "Indemnitors")
(Indemnitees and Indemnitors are referred to herein individually as
a "Party" and collectively as the "Parties").
WITNESSETH
WHEREAS , pursuant to a certain Share Purchase Agreement of even
date herewith, by and between Seller and Purchaser (the "SPA"),
Purchaser is acquiring all of the Shares of the Company (as such
terms are defined in the SPA) as of the date of this Agreement;
and
WHEREAS , with the acquisition of the Shares, Purchaser
will acquire, among other things, the ownership of the Company and
the Subsidiaries; and
WHEREAS , in connection with the ongoing businesses of
the Subsidiaries in Nigeria and Western Africa, Indemnitees have
issued and maintain in place parent guarantees on behalf of certain
Subsidiaries, guaranteeing the Subsidiaries’ performance and
payment under certain working contracts entered into between the
Subsidiaries and their respective customers in connection with the
businesses of the Subsidiaries in Nigeria and Western Africa, as
set forth on Exhibit A hereto (the "Parent Guarantees"); and
WHEREAS , Purchaser and Seller desire that Indemnitees
continue to make available to the Subsidiaries the Parent
Guarantees in order to facilitate the ongoing businesses of the
Subsidiaries following the date of this Agreement; and
WHEREAS , Indemnitees are willing to maintain in place
such Parent Guarantees for the purpose of facilitating the ongoing
businesses of the Subsidiaries following the date of this
Agreement, all upon the terms and subject to the conditions set
forth in this Agreement; and
WHEREAS , in recognition of Indemnitees’ needs for
substantial protection against liability in respect of the Parent
Guarantees, Indemnitors wish to provide in this Agreement for the
indemnification of and the advancing of expenses to Indemnitees to
the fullest extent permitted by law and as set forth in this
Agreement;
NOW , THEREFORE , in consideration
of the premises and the mutual covenants hereinafter set forth and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as
follows:
1. Definitions. The definitions set forth in
Section 1.1 of the SPA are hereby adopted and incorporated
herein by this reference, except to the extent any of such terms
are otherwise defined herein.
2. Indemnification Arrangement.
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(a)
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Indemnitors, jointly and severally, hereby
irrevocably and unconditionally agree to indemnify and hold
harmless Indemnitees, and each of them, to the fullest extent
permitted by law, from and against any and all claims, losses,
costs, liabilities, damages, demands and expenses, judgments,
interest, fines, penalties, amounts paid in settlement,
assessments, payments and/or other obligations of Indemnitees, or
any of them, under or in respect of any of the Parent Guarantees,
including without limitation attorneys’ fees and other costs,
expenses and obligations paid or incurred in connection with
investigating, defending or preparing to defend any such matter,
from and after the date of this Agreement.
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(b)
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Upon default hereunder, Indemnitors, jointly and
severally, irrevocably and unconditionally, further agree to pay
all attorneys’ fees incurred or paid in the enforcement of
this Agreement.
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(c)
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Subject to Section 2(a) above, this
Agreement shall be unlimited as to amount and duration.
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3. No Presumption. For purposes of this
Agreement, the termination of any claim, action, suit or
proceeding, by judgment, order, settlement or otherwise shall not
create a presumption that Indemnitees did not meet any particular
standard of conduct or that a court has determined that
indemnification is not permitted by applicable law.
4. Non-exclusivity. The rights of Indemnitees hereunder
shall be in addition to any other rights Indemnitees may have under
the company law of the United Kingdom of Great Britain (namely the
Companies Act 1985, as amended), or otherwise.
5. Amendments. No supplement, modification or amendment
of this Agreement shall be binding unless executed in writing by
all of the Parties. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.
6. Severability. The provisions of this Agreement shall
be severable in the event that any of the provisions hereof
(including any provision
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