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EXHIBIT 10.15
PREFERENTIAL RIGHT TO TRANSPORT AGREEMENT
This Preferential Right to Transport Agreement (this
"Agreement") is entered into and effective this 30th day of May, 1997
("Effective Date"), between Bayard Drilling Technologies, Inc., a Delaware
corporation ("the Company"), and Geronimo Trucking Company, an Oklahoma
corporation ("Geronimo").
1. Agreement to Utilize Trucks. The Company agrees to
and does hereby ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the preferential right to perform trucking
services contracted for by the Company relative to the movement of the rigs
acquired by the Company pursuant to the terms of that certain Unit Purchase
Agreement, of even date herewith, between ▇▇▇▇ Drilling Company, Inc. and the
Company (the "Acquired Rigs"). The Company agrees to use the services of
Geronimo at rates which are competitive in the area. The Company agrees to
solicit bids from Geronimo for the movement of all the rigs which it owns.
Provided, however, in the event that the Company receives a bona fide written
offer to move its rigs from another rig moving company which is better than
Geronimo' offer and which the Company is willing to accept, it agrees to
immediately (a) forward to Geronimo the written offer from the third party
setting forth the terms and provisions of such offer and (b) forward to
Geronimo, at the same time as the writing required in (a) above is sent, copies
of all information supplied by and between the Company and such third party.
The information and materials addressed in (a) and (b) above shall hereinafter
collectively be referred to as the "Notification". Upon Geronimo's receipt of
the Notification, Geronimo shall then have an optional prior right, for a
period of 24 hours thereafter, to (i) match the offer and move the rigs on the
same terms and conditions as offered by such third party or (ii) make a better
offer than the offer submitted by such third party. The Company agrees that it
will be a violation of this Agreement if it intentionally arranges for another
party to contract for such trucking services, other than the current
shareholders of the Company as of the date hereof, in order to avoid the
provisions of this Agreement.
2. Agreement to Provide Trucks. Geronimo agrees to and
does hereby grant the Company the preferential right to engage Geronimo's
trucking services relative to the movement of the Company's Rigs. Geronimo
agrees to make its trucking services available to the Company at rates which
are competitive in the area. Geronimo agrees to tender a competitive bid
whenever the Company solicits bids from Geronimo for the movement of any of the
Company's Rigs.
3. Duration of Agreement. This Agreement shall be
binding for the three-year period beginning on the Effective Date of this
Agreement.
4. Termination of Agreement. This Agreement may be
terminated prior to its expiration only upon the written agreement of the
Company and Geronimo.
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5. Assignment. The rights and duties of either party
hereunder shall not be assigned without the prior written consent of the other
party; provided, that the Company may assign such rights and duties to any
person or entity affiliated with the Company without such consent.
6. Equitable Relief. The parties hereto acknowledge and
agree that in the event of the violation of the provisions of this Agreement,
neither party could be fully or adequately compensated by money damages and
that, in addition to any other relief to which either is entitled, such party
shall be entitled to temporary or permanent equitable relief.
7. Modification; Waiver. No termination, cancellation,
modification, amendment, deletion, addition, or other change in this Agreement,
or any provision hereof, or waiver of any right or remedy herein provided,
shall be effective for any purpose unless specifically set forth in writing
signed by the party or parties to be bound thereby. The waiver of any right or
remedy with respect to any occurrence or event on one occasion shall not be
deemed a waiver of such right or remedy with respect to such occurrence or
event on any other occasion.
8. Binding on Successors. Except as otherwise provided
herein, this Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and assigns.
9. Notices. All notices or deliveries required or
desired to be given hereunder shall be in writing and shall be delivered in
person or by registered or certified United States mail, first-class postage
prepaid, return receipt requested or by wire, telegram or telex and addressed
to the parties at their respective addresses set forth below, unless by such
notice a different address shall have been designated. All notices sent by
mail as aforesaid shall be deemed delivered five business days after deposit in
the mail. All notices sent by wire, telegram or telex as aforesaid shall be
deemed delivered one business day after being sent. All other notices shall be
deemed delivered when actually received.
Company: Bayard Drilling Technologies, Inc.
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
P. O. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Geronimo: Geronimo Trucking Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: President
10. Enforcement Costs. The court costs and attorneys'
fees incurred by either party in a successful prosecution or defense of any
legal or equitable proceedings to construe this
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Agreement or enforce any right or obligation arising from it shall become an
obligation due and payable from the other party; and each such obligation shall
bear interest from the date of its accrual at the rate of 10% per annum.
11. Headings. The headings and titles to the sections of
this Agreement are inserted for convenience only and shall not be deemed a part
hereof or affect the construction or interpretation of any provision hereof.
12. Entire Agreement. This Agreement supersedes all
other agreements, oral or written, heretofore made with respect to the subject
matter hereof and the transactions contemplated hereby, and contains the entire
agreement of the parties.
13. Severability. Any provision hereof prohibited by or
unlawful or unenforceable under any applicable law of any jurisdiction shall,
as to such jurisdiction, be ineffective, without affecting any other provision
of this Agreement, or shall be deemed to be severed or modified to conform with
such law, and the remaining provisions of this Agreement shall remain in force,
provided that the purpose of the Agreement can be effected. To the full
extent, however, that the provisions of such applicable law may be waived, they
are hereby waived, in order that this Agreement may be deemed to be a valid,
binding and enforceable Agreement.
14. Governing Law. All questions concerning the
validity, operation and interpretation of this Agreement and the performance of
the obligations imposed upon the parties hereunder shall be governed by the
laws of the State of Oklahoma.
15. Counterparts. This Agreement may be executed in
multiple identical counterparts, each of which shall be deemed to be an
original, and all such counterparts together shall constitute but one and the
same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
GERONIMO TRUCKING COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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BAYARD DRILLING TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
President