EXHIBIT 20
[SHELL CENTRE LOGO]
SHELL OVERSEAS HOLDINGS LIMITED
SHELL CENTRE
LONDON, SE 17NA
SP InterOil LDC
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Attention: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
President and Chief Executive Officer
Petroleum Independent and Exploration Corporation
Dear Sirs,
SHELL AND INTEROIL AGREEMENTS
The proposed agreements and deeds referred to in the schedule below (the
PROPOSED AGREEMENTS) have been negotiated by or on behalf of each of the persons
expressed to be a party to them and at the date of this letter each of the
proposed agreements is in a form acceptable to each of those persons.
In consideration of SP InterOil LDC (SPI) agreeing to procure each of the
persons expressed to be a party to a proposed agreement (other than any member
of the Shell group of companies) to enter into each proposed agreement to which
it is expressed to be party promptly after the date on which the transaction
evidenced by the proposed agreements is approved (on terms acceptable to each of
SPI and Shell Overseas Holdings Limited (▇▇▇▇) by the Independent Consumer &
Competition Commission of Papua New Guinea (and in any event within one month
after the date on which notice of such approval on such terms is received by SPI
and ▇▇▇▇), ▇▇▇▇ agrees with SPI that ▇▇▇▇ will enter into and procure each other
member of the Shell group of companies who is expressed to be a party to a
proposed agreement to enter into each proposed agreement to which it is
expressed to be party promptly after that date (and in any event within one
month after the date on which notice of such approval on such terms is received
by SPI and ▇▇▇▇).
Upon the due execution of each of the proposed agreements, each of them will
become effective subject to and in accordance with their terms.
This letter is intended to create a binding, legally enforceable agreement
between ▇▇▇▇ and SPI, but nothing in this letter is intended to effect or should
be taken as effecting any of the transactions the subject of the proposed
agreements.
This letter supersedes in all respects all rights and obligations of ▇▇▇▇ and
SPI, and neither ▇▇▇▇ nor SPI has any accrued rights or obligations, pursuant to
the letter agreements between them dated 9 April 2001 and 21 January 2004.
The terms of this letter are governed by the laws of Victoria, Australia, and
each of ▇▇▇▇ and SPI submits to the non-exclusive jurisdiction of courts
exercising jurisdiction there in connection with matters concerning this letter.
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Please confirm SPI's agreement to the matters set out in this letter by having a
duly authorised attorney of SPI sign, date and deliver to ▇▇▇▇ the enclosed copy
of this letter.
Yours faithfully
/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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SHELL OVERSEAS HOLDINGS LIMITED,
by its duly authorised attorney
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Date 21 July 2004
Agreed for and on behalf of SP
INTEROIL LDC by its duly
authorised attorney
/s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Will.s.
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Signature
/s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Will.s.
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Name
Date 21 July 2004
SCHEDULE
1. Purchase and Sale Agreement between ▇▇▇▇ and InterOil Corporation (IOC)
2. Domestic Lease Agreement between Shell Papua New Guinea Limited, proposed
to be renamed InterOil Distribution Company Limited, (IDC) and a new
subsidiary of ▇▇▇▇ to be incorporated in Papua New Guinea, proposed to be
called Shell Oil Products (PNG) Limited (SOPL).
3. SPNG Deed of Acknowledgement & Release between IDC, ▇▇▇▇ and SOPL.
4. Deed of Charge between IDC and SOPL.
5. Share Mortgage between IOC, ▇▇▇▇ and, if applicable, SPI Distribution
Limited (SPIB).
6. Security Deed between, IOC, ▇▇▇▇, IDC, IOL, SOPL and SPIB.
7. Payment Arrangements Deed between IOC, ▇▇▇▇, IDC and SOPL.
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