INDEMNITY AGREEMENT
THIS AGREEMENT MADE EFFECTIVE AS OF THE 15TH DAY OF AUGUST, 1998.
BETWEEN:
CENTURION ENERGY INTERNATIONAL INC.,
a corporation incorporated pursuant to the
laws of the Province of Alberta
(hereinafter called the "Corporation")
- and -
Barry Swan, an individual resident in the City
of Calgary, in the Providence of Alberta
(hereinafter called the "Indemnified Party")
WHEREAS the Indemnified Party serves as an officer and/or director of
the Corporation, and serves or may serve, at the request of the Corporation, as
a director, officer, employee or agent of another body corporate (as defined in
the Business Corporations Act (Alberta) (the "Act") (and referred to herein as a
"Body Corporate"); and
WHEREAS the Act provides that a corporation may indemnify a director
or officer of the corporation, a former director or officer of the corporation
or a person who acts or acted at the corporation's request as a director or
officer of a Body Corporate of which the corporation is or was a shareholder or
creditor, and his heirs and legal representatives, against all costs, charges
and expenses, including an amount paid to settle an action or satisfy a
judgment, incurred by him in respect of any civil, criminal or administrative
action or proceeding to which he is made a party by reason of being or having
been a director or officer of that corporation;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises hereto, the parties hereto covenant and agree each with the other as
follows:
1. Subject to the provisions of the Act, the Corporation agrees to
indemnify and save harmless the Indemnified Party:
(a) from and against any and all claims of every nature and kind
whatsoever which may be made against him by any person, firm,
corporation, government, or by any governmental department, body,
commission, board, bureau, agency or instrumentality including the
Crown in any of Her capacities, arising out of or in any way in
connection with having been a director and/or officer of the
Corporation or a Body Corporate;
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(b) from and against any and all liability (except where such liability
relates to a failure of the Indemnified Party to act honestly and
in good faith with a view to the best interests of the
Corporation), losses, damages, costs, charges, expenses, fines and
penalties, including an amount paid to settle an action or satisfy
a judgment, and the fees, charges and disbursements of legal
counsel on a solicitor-client basis, which he may reasonably
sustain, incur or be liable for in consequence of him acting as an
officer and/or director of the Corporation or of a Body Corporate;
and
(c) in particular, and without in any way limiting the generality of
the foregoing, from and against all liabilities and penalties
at any time imposed upon him or any claims at any time made against
him by virtue of the Act, the Workers' Compensation Act, Alberta,
the Bankruptcy Act, Canada, the Income Tax Act, Canada and the
Alberta Corporate Income Tax Act, or any re-enactment or amendment
of any such statues and which in any way involve the affairs or
business of the Corporation or a Body Corporate.
2. The indemnities in paragraph 1 shall continue and not terminate or
cease to be of effect for the reason that the Indemnified Party has resigned his
position or the position of the Indemnified Party as a director and/or officer
of the Corporation or of a Body Corporate is terminated for any reason.
3. If any provisions or part of paragraph 1 of this Agreement shall be
held invalid or contrary to law, the remainder of paragraph 1 of this Agreement
shall nevertheless be and be deemed to be valid and binding upon the parties
hereto.
4. This Agreement shall be construed in accordance with and be governed
by the laws of the Province of Alberta.
5. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.
IN WITNESS WHEREOF the parties hereto have set their hands and
seals.
-2-
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SIGNED, SEALED AND DELIVERED
in the presence of:
/s/ Derrick R. Armstrong /s/ Barry Swan
-------------------------------------- ----------------------------------------
Witness BARRY SWAN
Derrick R. Armstrong
----------------------
Name (Please Print):
1600, 407 - 2nd Street, S.W. CENTURION ENERGY INTERNATIONAL INC.
---------------------------------
Calgary, Alberta T2P 2Y3 Per: /s/ Said Arrata
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Address SAID ARRATA (c/s)
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