Exhibit 10.7
[WOODSIDE LOGO]
Woodside Energy (USA) Inc.
September 7, 2005
▇▇. ▇▇▇▇▇▇ V. Black ▇▇. ▇▇▇▇ ▇▇▇▇▇
Eni Petroleum Ridgewood Energy Corporation
1201 Louisiana, Suite 3500 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Re: Topaz Prospect Well Participation Agreement dated July 1, 2005
East Breaks 157 ▇▇.▇ (▇▇▇-▇ ▇▇▇▇▇ #4)
East Breaks ▇▇▇▇▇▇ ▇▇▇ & ▇▇▇, ▇▇ ▇▇-▇
▇▇▇
▇▇▇▇▇▇▇▇▇:
Enclosed please find your fully executed original Topaz Prospect Well
Participation Agreement dated July 1. 2005.
Pursuant to the terms of the Topaz Prospect Well Participation Agreement
Woodside respectfully requests that Eni Petroleum prepare and execute
Designation of Operator forms naming Woodside Energy (USA) Inc., GOM number
2407, as the operator of the East Breaks 157 ▇▇.▇ (▇▇▇-▇ ▇▇▇▇▇ #4).
It was a pleasure working with both of you on the Topaz contracts. Let me know
if you require anything further from Woodside.
Best Regards,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Director-Land
▇▇▇-▇▇▇-▇▇▇▇
[WOODSIDE LOGO]
EXHIBIT "D"
Attached to and made part of that certain Participation Agreement among
Eni Petroleum Exploration Co. Inc., Woodside Energy (USA) Inc. and
Ridgewood Energy
Corporation dated Effective July 1, 2005
Topaz AFE East Breaks 157 - Well #4
-----------------------------------
RIG POSITIONING DAYS: 2.5 days SHL: UTM X: 1,077.753.0 US ft
D&E DAYS: 32.5 days UTM Y: 10,100,897.0 US ft
TOTAL DAYS: 35.0 days PBHL: UTM X: 1,077,753.0 US ft
UTM Y: 10,100,897.0 US ft
DEPTH: 12,000 ft MD AFE #
12,000 ft TVD Rig: Unknown
WATER DEPTH: 940 ft Rev Date: 06/23/05 -----
Assumptions:
1. Straight hole to 12,000 ft MD/TVD
2. Wireline logs at TD.
Drill, Evaluate, T&A Total
DESCRIPTION Rig Mob / Demob Original Hole Original Hole
-------------------------------------------------------------------------------------------------
Section 1 : Time Sensitive
--------------------------
1 Rig Rate 312,500 4,062,500 4,375,000
2 Support Vessels 228,750 633,750 862,500
3 Woodside Supervision 7,500 97,500 105,000
4 Well Site G&G 0 0 0
5 Aviaton 13,750 178,750 192,500
6 Mud Logging 0 19,200 19,200
7 Mud Engineering 0 46,313 46,313
8 Cementing Services 7,625 124,125 131,750
9 Communications 2,250 29,250 31,500
10 Solids Control 0 0 0
11 Diving/ROV 10,000 130,000 140,000
12 Directional Drilling 0 132,500 132,500
13 Wellhead Services 0 0 0
14 Metocean 750 9,750 10,500
16 Completion and Workover Services 0 0 0
17 Supply Base 8,750 113,750 122,500
19 Rental Tools 8,625 112,125 120,750
20 Fishing/Cutting Services 0 50,000 50,000
21 Rig Contractor Additional Charges 3,750 48,750 52,500
Contingency 20% 120,850 1,157,653 1,278,503
-------------------------------------------------------------------------------------------------
Total Time Sensitive 725,100 6,945,915 7,671,015
Section 2 : Non Time Sensitive
------------------------------
22 Rig Positioning 103,000 0 103,000
23 Site Survey 0 25,000 25,000
24 HSE 0 0 0
25 Studies/Analysis 0 125,000 125,000
26 Wireline Logging 0 178,000 178,000
27 Coring 0 0 0
28 Freight and Materials Handling 5,000 65,000 70,000
29 Tubular Running Services 0 120.000 120,000
30 Inspection and refurbishment 0 40,000 40,000
Contingency 20% 21,600 110,600 132,200
-------------------------------------------------------------------------------------------------
Total Non Time Sensitive 129,600 663,600 793,200
Section 3 : Tangibles & Consumables
-----------------------------------
31 Wellhead Equipment 0 287,200 287,200
32 Tubulars 0 1,085,700 1,085,700
33 Tubular Accessories 0 45,000 45,000
34 Mud and Chemicals 0 800,000 800,000
35 Cement and Additives 0 265,000 265.000
36 Drill Bits 0 90,200 90,200
37 Completion Consumables 0 0 0
38 Solids Control Equipment 0 0 0
39 Rig Consumables 0 5,000 5,000
40 Fuel 79,750 464,750 544,500
Contingency 20% on consumables 15,950 324,990 340,940
-------------------------------------------------------------------------------------------------
Total Tangibles & Consumables 95,700 3,367,840 3,463,540
Section 4 : Administration
--------------------------
41 Overhead 4,752 54,949 59,701
42 Training 0 0 0
43 Travel 0 12,544 12,544
-------------------------------------------------------------------------------------------------
Total Administration 4,752 67,493 72,245
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AFE Total $ 955,152 $ 11,044,848 $ 12,000,000
=================================================================
Well Ownership %WI TOTAL COST
--------------------------------------------------------------
Woodside Energy - USA Inc. 37.5000 $4,500,000
ENI Petrolium 25.0000 $3,000,000
Ridgewood Energy 37.5000 $4,500,000
--------------------------------------------------------------
Total 100.0000 $12,000,000
--------------------------------------------------------------
PREPARED BY: ___________________________ ___________________________
DRILLING ENGINEER DATE
APPROVED BY: ___________________________ ___________________________
OPERATIONS MANAGER DATE
___________________________ ___________________________
PRESIDENT DATE
APPROVED BY: ___________________________ ___________________________
JOINT OPERATED PARTNER DATE
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT is entered into effective this 1st day of July,
2005, by and between, WOODSIDE ENERGY (USA) INC., a corporation organized and
existing under the laws of the State of Delaware, U.S.A. (hereinafter referred
to as "Woodside"), RIDGEWOOD ENERGY CORPORATION, a corporation organized and
existing under the laws of the State of Delaware, U.S.A (hereinafter referred to
as "Ridgewood) and ENI PETROLEUM EXPLORATION CO. INC., a corporation organized
and existing under the laws of the State of Delaware, U.S.A., (hereinafter
referred to as "Eni").
For and in consideration of the mutual covenants set forth herein and other good
and valuable consideration, Woodside, Ridgewood and ENI hereby agree as follows:
ARTICLE I.
DEFINITIONS
As used in this agreement, the following terms shall have the meanings set forth
below:
1.1 "Accounting Procedure" means the rules, provisions and conditions set
forth in Exhibit "C" to the Offshore Operating Agreement.
1.2 "Affiliate" means a company or partnership or other legal entity which
controls, or is controlled by, or which is controlled by an entity which
controls, a Party. Control means the ownership directly or indirectly of
more than fifty percent (50%) of the voting rights in a company,
partnership or legal entity.
1.3 "Agreed Interest Rate" means the rate set forth in Article 3.B. of the
Accounting Procedure.
1.4 "Agreement" means this Agreement, together with the Exhibits attached to
this Agreement, and any extension, renewal or amendment hereof agreed to
in writing by the Parties.
1.5 "AFE" means the Authorization for Expenditure submitted by Woodside in
the gross amount of $ 12,000,000.00 to cover the estimated costs to
drill the Test Well, which is attached as Exhibit "D".
1.6 "Casing Point" means that point in time when the Test Well has reached
the Objective Depth (as hereinafter defined) from the surface location
and at the bottom hole location as originally proposed and after all
open hole logs, cores and other tests included in the AFE for such well,
or as the Parties may otherwise mutually agree, have been conducted.
1.7 "East Breaks 112 Unit Participating Areas" means each of (i) the
Participating Areas in the East Breaks 112 Unit, being 900 acres located
in East Breaks Block 112, but limited to the sand reservoir outline as
depicted on Exhibit B, and further limited to the stratigraphic
equivalent of the interval shown on Exhibit B-1 as depicted on the
electric log of the East Breaks 112 No.3 Well as the "E" Sand Reservoir
and (ii) the Participating
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Area in East Breaks Block 157, being 2250 acres located in East Breaks
157, but limited to the sand reservoir outline(s) as depicted on Exhibit
B, and further limited to (a) the stratigraphic equivalent of the
interval shown on Exhibit B-1 as depicted on the electric log of the
East Breaks 157 No. 2 Well as the "A" Sand Reservoir and (b) the
stratigraphic equivalent of the interval shown on Exhibit B-1 as
depicted on the electric log of the East Breaks 157 No. 1 Well as the
"B" and "C" Sand Reservoirs, as each of the Participating Areas may
after the Effective Date be enlarged.
1.8 "Excluded Area" means that area within East Breaks Blocks 112 and 157
that is comprised of the East Breaks 112 Unit Participating Areas, as
limited in Article 1.7 above, as such exists at the Effective Date and
as the same may be expanded after the Effective Date of this Agreement.
1.9 "Leases" means the federal oil and gas leases as identified in Exhibit
"A."
1.10 "MMS" means the Minerals Management Service or any successor
organization thereto having authority to issue and regulate federal oil
and gas lease activity in the Outer Continental Shelf.
1.11 "Offshore Operating Agreement" means the instrument attached as Exhibit
"C."
1.12 "Party" or "Parties" means any of the entities named in the first
paragraph to this Agreement and any respective permitted successors or
assigns.
1.13 "Operator" means Woodside for the drilling and plugging or temporary
abandonment of the Test Well and Eni for the tie back operations and
subsequent completion and development drilling.
1.14 "Subject Interests" means an undivided twenty-five percent (25%)
operating rights interest to be earned by each of Woodside and Ridgewood
and assigned by Eni to each of Woodside and Ridgewood in and to the
Leases less and except the Excluded Area.
1.15 "Topaz" is the name of the geological prospect to be evaluated by the
Test Well that is drilled pursuant to this Agreement.
1.16 "Well Participating Area" means the area for which the Subject Interests
will apply and is to include all of East Breaks Blocks 112 and 157, less
and except the Excluded Area,
ARTICLE II.
TERM
2.1 This Agreement shall continue in force and effect and be binding upon
the Parties for a period commencing upon the effective date and expiring
July 1st, 2006. This Agreement shall also be amended and renewed by
mutual agreement of the parties.
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ARTICLE III
DRILLING PROGRAM
3.1 Eni represents, without warranty of title, except by, through and under
Eni, that it is the owner of one hundred percent (100%) record title
interest in the Leases, and that the Subject Interests (as defined in
1.14) to be earned by Woodside and Ridgewood pursuant to this Agreement
shall be free and clear of all liens, claims and encumbrances. The
Leases, as to all depths, described on Exhibit "A" comprise all of and
are subject to the East Breaks 112 Unit (Unit No. 754391005).
3.2 Subject to rig availability and acquisition of all required permits and
approvals, by Eni as operator of the East Breaks 112 Unit, on or before
the 1st day of December, 2005, Woodside, as designated Operator, will
commence and thereafter diligently conduct operations to drill or cause
to be drilled, an exploratory test well on East Breaks Block 157 at a
surface and bottom hole location of X =1,077,753 feet and Y = 10,100,897
feet UTM to a minimum total depth of 12,000 feet MD/TVD ("Objective
Depth") or such greater depth as may be mutually agreed by the Parties
to evaluate Eni's Topaz prospect (hereinafter referred to as "Test
Well"). Woodside and Ridgewood will each pay thirty-seven and
five-tenths percent (37.5%), being a combined seventy-five percent (75%)
of the estimated dry hole cost to drill the Test Well to Casing Point or
through the plugging or temporary abandonment to earn an undivided
twenty-five percent (25%) each, being a combined fifty percent (50%)
operating rights (as described in 3.3) in the Leases. The costs to drill
the Test Well (or its substitute), on which Woodside and Ridgewood bear
a disproportionate share is limited to the actual drilling cost to reach
Casing Point, or through plugging and abandoning if a dry hole, or $
13.2 million dollars, whichever is less ("Cap Amount") based on 110% of
Woodside's AFE which is defined in Article 1.5 and attached as Exhibit
"D". Thereafter, Woodside and Ridgewood will each pay their prorata
twenty-five percent (25%) working interest shares of any well costs in
excess of the Cap Amount and all other costs incurred from and after the
Effective Date (including P&A cost) in accordance with the terms of the
Offshore Operating Agreement attached as Exhibit "C".
3.3 Upon satisfaction by Woodside and Ridgewood of their obligations to
drill the Test Well to Casing Point or spend up to 110% of the AFE and
subject to the further provisions of this Article 111, Eni shall assign
to Woodside and Ridgewood each an undivided twenty five percent (25%)
operating rights interest in and to the Leases less and except the
Excluded Area. The Subject Interests being assigned to Woodside and
Ridgewood shall be subject only to their proportionate share of the
Lessor's royalty and no other burdens. The assignment of Operating
Rights, if approved by the MMS, shall be made without warranty of title
except by, through and under Eni and will be on a mutually acceptable
form.
3.3.1 The Assignment shall become validated upon the following:
▇. ▇▇▇▇▇▇▇▇ and Ridgewood receiving approval from the MMS of
the separate transfer and assignment of operating rights by
Eni to Woodside and Ridgewood of the Subject Interests in
accordance with all laws, rules and regulations applicable
thereto and
3
B. Any assignment of Subject Interests or portion thereof that
is not approved by the MMS will be handled in a manner that
is mutually acceptable to the Parties to effect the transfer
of the Subject Interests.
Upon fulfillment of the foregoing conditions, the Assignments shall be
effective retroactive to the Effective Date.
3.3.2 Concurrently with Woodside and Ridgewood's execution of this
Agreement Eni shall execute and deliver to Woodside the
necessary "Designation of Operator" forms (MMS Form 1123)
designating Woodside as the Operator of the Test Well subject to
this Agreement, along with any other documents required to allow
a Party to serve as Operator under the Offshore Operating
Agreement or applicable regulations.
3.3.3 The Assignments shall convey only the Subject Interests and ENI
shall not assign, either its Geoscience Data or its Intellectual
Property. as hereinafter defined.
A. Geoscience Data: All of Eni's ownership interest in any
geological, geochemical or geophysical data,
interpretations, maps, reports, geohazard surveys, or other
information or derivatives of this information related to
the Leases (the "Data");
B. Intellectual Property: All of Eni's ownership interest in
any inventions, patents, copyrights, trademarks and other
intellectual property related to the Leases.
The provision of this Article 3.3.3 shall extend beyond the term
of this Agreement.
3.3.4 Woodside and Ridgewood agree to reimburse Eni for their
proportionate share of all Leasehold maintenance costs, i.e.
rentals and minimum royalties accruing under the terms of the
Leases beginning as of the Effective Date of this Agreement for
the next ensuing year and continuing, as to each such lease, for
so long as the Lease remains subject to this Agreement.
3.4 If prior to reaching the Objective Depth for the Test Well, a decision
is made in accordance with the terms of the Offshore Operating Agreement
to abandon the well due to the existence of Gulf Coast Conditions as
defined in the Offshore Operating Agreement, then any well (i) proposed
in. accordance with the Offshore Operating Agreement to test the same
prospect as planned in the Test Well, and (ii) commenced within one
hundred and twenty (120) days of the abandonment of the Test Well, shall
be considered to be a substitute well for the Test Well. Each Party
shall have the option (not obligation) to continue participation as per
the Offshore Operating Agreement. All the provisions of this Agreement
shall apply to such well with the same force and effect as to the
abandoned well, provided, Woodside and Ridgewood's cost bearing share
shall be reduced from seventy-five percent (75%), being 37.5% each to
fify percent (50%), being (50%), being 25% percent each when the
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combined total costs of the Test Well and substitute well equal $13.2
million.
3.5 Upon reaching Casing Point, each Party shall have the election as to
their respective working interests (Eni 50%, Woodside 25%, Ridgewood
25%) of either:
(1) conducting further operations in the Test Well, i.e. deepening,
side-tracking, or completing the Test Well, in accordance with
the priority for such operations set forth in the Offshore
Operating Agreement, to be shared in the proportions of Eni 50%,
Woodside 25%. Ridgewood 25%, or
(2) plugging and abandoning or temporarily abandoning of the Test
Well to be shared in the proportion of Eni 25%, Woodside 37.50%
and Ridgewood 37.50% subject to the cap of Section 3.4.
The notice and elections shall be made in accordance with the terms and
conditions of Article 10.8 of the Offshore Operating Agreement attached
as Exhibit "C".
3.6 A material default to drill the Test Well by Woodside and/or Ridgewood
in performing the obligations as provided under this Article shall
constitute a breach of this Agreement. A material default shall not give
rise to Eni's right to terminate the contract unless the defaulting
Party(ies) fails to cure such default within thirty (30) days of
receipt from Eni of written notice stating the specifics of the default,
or the defaulting Party's failure to commence the cure of such default
and thereafter to prosecute such operations with due diligence to
completion if the default cannot be cured within such time period.
3.7 In no event, shall any Party hereto be responsible to any other Party
for consequential or punitive damages (including but not limited to loss
of profit, business interruption and lost business opportunity).
3.8 The Leases and the Test Well drilled hereunder, shall be operated in
accordance with the Offshore Operating Agreement which is attached
hereto as Exhibit "C" and incorporated herein by reference. If any
conflict exists between this Agreement and the Offshore Operating
Agreement, this Agreement shall control. Eni shall remain the designated
Operator of the Leases and Woodside shall, with Eni's assistance,
attempt immediately to obtain all necessary governmental approvals and
permits to drill the Test Well.
ARTICLE IV.
ASSIGNMENTS
4.1 No Party to this Agreement may assign all or any part of its interest in
this Agreement without the prior written consent of the other Parties
hereto, except that any Party may assign all or any part of its interest
to an Affiliate upon giving prior notice to the other Parties and
agreeing to remain liable for all of its obligations arising under this
Agreement. Such granting of consent to a financially responsible party
qualifying to hold leases with the MMS, shall not be unreasonably
withheld. Notwithstanding the foregoing, Woodside shall have the right
to assign to Explore Louisiana LLC all or part of its (Woodside's)
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interests in (i) this Well Participation. Agreement, (ii) the Offshore
Operating Agreement, and (iii) the earned Subject Interests (whether
those interest be Operating Rights Interests or other mutually
acceptable interests).
ARTICLE V.
RELATIONSHIP OF PARTIES
5.1 The rights, duties, obligations and liabilities of the Parties under
this Agreement shall be individual, but limited initially to the
percentage each party is to pay for the drilling of the Test Well and
thereafter to its respective and proportionate share of the Subject
Interests earned and either assigned or assignable to it, and not joint
and several. It is not the intention of the Parties to create, nor shall
this Agreement be deemed or construed to create a mining or other
partnership, joint venture, association or trust. This Agreement shall
not be deemed or construed to authorize any Party to act as an agent,
servant or employee for any other Party for any purpose whatsoever and
in their relations with each other under this Agreement, the Parties
shall not be considered fiduciaries.
ARTICLE VI.
CONFIDENTIALITY
6.1 All data and information acquired, interpreted, developed or disclosed
pursuant to this Agreement shall be held confidential by all Parties in
accordance with the confidentiality provisions of the Offshore Operating
Agreement, Exhibit C. All other confidentiality provisions and/or
agreements between the Parties being that certain Confidentiality
Agreement between Eni and Woodside dated March 22, 2005 and that
certain Confidentiality Agreement between Eni and Ridgewood dated May 2,
2005, covering Subject Interests shall terminate and be superceded by
the confidentiality provision of Exhibit "C".
ARTICLE VII.
NOTICES
7.1 All notices authorized or required between the Parties shall be
addressed and effective when delivered to such persons as designated
below. Each Party shall have the right to change its address at any time
and/or designate that copies of all such notices be directed to another
person at another address, by giving notice thereof to the other
Parties:
Eni Petroleum Exploration Co Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Phone: ▇▇▇.▇▇▇.▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇) Inc.
Sage Plaza, 5151 San ▇▇▇▇▇▇,
Suite 1200
Attn: ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone: ▇▇▇.▇▇▇.▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
Ridgewood Energy Corporation
▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
Phone: ▇▇▇.▇▇▇.▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
ARTICLE VIII.
APPLICABLE LAW
8.1 This Agreement shall be governed by, construed, interpreted and enforced
in accordance with the substantive laws of the State of Texas, to the
exclusion of any conflicts of law rules that would refer the matter to
the laws of another jurisdiction. Venue for any litigation arising from
this Agreement shall be in ▇▇▇▇▇▇ County, Texas.
ARTICLE IX.
AREA OF MUTUAL INTEREST
9.1 In the event any party acquires an interest in an oil and gas lease
covering the Offshore Blocks described on Exhibit "A" (hereinafter
referred to as "AMI Blocks"), or acquires any right to acquire an
interest in an oil and gas lease covering the AMI Blocks or any portion
thereof ("Acquiring Party") within the term of this Agreement, then the
other Parties shall each have the right, but not the obligation, to
acquire from the Acquiring Party it's non promoted share (Eni 50%,
Woodside 25% and Ridgewood 25%) of the interest and/or right acquired.
The other Parties shall each be notified in writing by the Acquiring
Party within fifteen (15) days of such acquisition and shall have thirty
(30) days after receipt of such notice to advise Acquiring Party whether
or not it elects to acquire it's share of the interest and/or right
acquired. In the event that a Party fails to give such responsive notice
within the aforesaid thirty (30) day period, such failure shall be
conclusively deemed to be an election not to acquire a share of the
interest or rights acquired by Acquiring Party. Said notice is to
include the actual acquisition costs if any, and other consideration
offered (which shall include the monetary equivalent in U.S. Dollars
based upon reasonable market value of any consideration other than cash)
if any, and any obligations relative to the acquisition. If a Party
7
elects to exercise its right under this Agreement, the consideration
owed by the Party shall equal it's share of the actual costs and/or
obligations paid and/or assumed for the acquired interest.
ARTICLE X.
GENERAL PROVISIONS
10.1 Subject to the limitations on transfer contained in Article V., this
Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the Parties.
10.2 No waiver by a Party of any one or more breaches or defaults by another
party in the performance of this Agreement shall operate or be construed
as a waiver of any future breach(s) or default(s) by the same Party
whether of a like or of a different character. Except as expressly
provided in this Agreement no Party shall be deemed to have waived,
released or modified any of its rights under this Agreement unless such
Party has expressly stated, in writing, that it does waive, release or
modify such right.
10.3 If and for so long as any provision of this agreement shall be deemed to
be judged invalid for any reason whatsoever, such invalidity shall not
affect the validity or operation of any other provision of this
Agreement except only so far as shall be necessary to give effect to the
construction of such invalidity, and any such invalid provision shall be
deemed severed from this Agreement without affecting the validity of the
Agreement.
10.4 There shall be no modification of this Agreement except by written
consent of all Parties.
10.5 Reference to the singular includes a reference to the plural and vice
versa.
10.6 The topical headings used in this Agreement are for convenience only and
shall not be construed as having any substantive significance or as
indicating that all of the provisions of this Agreement relating to any
topic are to be found in any Article.
10.7 This Agreement is the entire agreement of the Parties with respect to
the subject matter contained herein and supersedes all prior
understandings and negotiations of the Parties.
IN WITNESS of their agreement each Party has caused its duly authorized
representative to sign this instrument on the date indicated below such
representative's signature. This Agreement may be executed in one or more
counterpart copies and shall be effective as of the Effective Date first above
written.
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ENI PETROLEUM EXPLORATION CO. INC. RIDGEWOOD ENERGY CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇. ▇. ▇▇▇▇▇
--------------------- ---------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: W. ▇▇▇▇ ▇▇▇▇▇
-------------
Title: Attorney-in-Fact Title: Executive VP
------------
Date: 8-30-05 Date: 9-2-05
------- ------
WOODSIDE ENERGY (USA) INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------
Title: President
---------
Date: 9-7-05
------
9
Exhibit "A"
Attached to and made a part of that certain Participation Agreement among
Eni Petroleum Exploration Co. Inc., Woodside Energy (USA) Inc. and
Ridgewood Energy Corporation dated effective July 1, 2005
I. Description of Leases
---------------------
a. Oil and Gas Lease bearing Serial No. OCS-G 08195, effective November
1, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, as Lessor, and Agip
Petroleum Co. Inc. and Union Texas Petroleum Corporation, as Lessees,
covering approximately 4847.75 acres, being all of Block 112, East
Breaks, as shown on OCS Official Protraction Diagram NG 15-1.
Current Owners Working Interest Net Revenue Interest
-------------- ---------------- --------------------
Eni Petroleum Exploration Co. Inc. 100.00% 83.3333%
b. Oil and Gas Lease bearing Serial No. OCS-G 11412, effective October 1,
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, as Lessor, and Agip
Petroleum Co. Inc. and Union Texas Petroleum Corporation, as Lessees,
covering approximately 5760.00 acres, being all of Block 157, East
Breaks, as shown on OCS Official Protraction Diagram NG 15-1.
Current Owners Working Interest Net Revenue Interest
-------------- ---------------- --------------------
Eni Petroleum Exploration Co, Inc. 100.00% 83.3333%
II. Depth Limitations within the Leases described in I. above derived from
Participating Areas attributable to the East Breaks 112 Unit, OCS Unit No.
754391005.
a. OCS-G 01895, East Breaks Block 112:
-----------------------------------
This Participation Agreement is limited to those rights in East Breaks
Block 112 that are located within the Well Participating Area as
defined herein under Article 1.16. Within said Well Participating Area
the depths excluded from this Participation Agreement consist of the
stratigraphic equivalent of the intervals depicted on the electric log
of the East Breaks 112 No. 3 Well as the "E" Sand Reservoir as further
depicted on Exhibit "B" and defined in Exhibit "B-1".
b. OCS-G 11412, East Breaks Block 157:
------------------------------------
This Participation Agreement is limited to those rights in East Breaks
Block 157 that are located within the Well Participating Area as
defined herein under Article 1.16. Within said Well Participating Area
the depths excluded from this Participation Agreement consist of 1)
the stratigraphic equivalent of the interval depicted on the electric
log of the East Breaks 157 No. 2 Well as the "A" Sand Reservoir as
further depicted on Exhibit "B" and defined in Exhibit "▇-▇", and 2)
the stratigraphic equivalent of the intervals depicted on the electric
log of the East Breaks 157 No. 1 Well as the "B" and "C" Sand
Reservoir as further depicted on Exhibit "B" and defined in Exhibit
"B-1". The "B" and "C"
10
reservoirs will require an expansion of the Unit Participating Area
for the East Breaks 157 Lease (Proposed Revised Unit Outline)
resulting in the exclusion of the additional outline area covering the
acreage(s) as depicted on Exhibit "B" and further define on Exhibit
"B-1" to be added as the Proposed Revised Unit Outline.
The Excluded Area and Reservoirs Associated with the East Breaks 112 Unit are
further depicted on the map and the Schedule of Depth reservations attached
hereto as Exhibits "B" and "B-I".
III. AREA OF MUTUAL INTEREST (AMI) BLOCKS REFERRED TO IN ARTICLE IX. OF THE
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PARTICIPATION AGREEMENT ARE AS FOLLOWS:
---------------------------------------
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AREA/BLOCK LEASE NO. OWNER EXPIRATION
--------------------------------------------------------------------------------
East Breaks 113 OCS-G 22278 Unocal 09/30/2005
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East Breaks 114 OPEN - -
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11
Exhibit "B"
Attached to and made part of that certain Participation Agreement among Eni
Petroleum Exploration Co. Inc., Woodside Energy (USA) Inc. and Ridgewood Energy
Corporation dated Effective July 1, 2005
EAST BREAKS BLOCK 112 UNIT
PARTICIPATING AREAS AND APPLICABLE
RESERVOIR OUTLINES FOR
PARTIAL BLOCKS EAST BREAKS 112 & 157
[MAP OMITTED]
EXHIBIT "B-1"
Attached to and made a part of that certain Participation Agreement among Eni
Petroleum Exploration Co. Inc., Woodside Energy (USA) Inc. and Ridgewood Energy
Corporation dated Effective July 1, ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ EXCLUSIONS:
E sand Reservoir in Agip EB 112 #3: Top 7321'MD 6122'TVD -6050' SS
Base 7379'MD 6168'TVD -6096' SS
A sand Reservoir in Agip EB 157 #2: Top 4916'MD & TVD -4843' SS
Base 5045'MD & TVD -4972' SS
B sand Reservoir in Agip EB 157 #1: Top 5520'MD & TVD -5436' SS
Base 5696'MD & TVD -5612' SS
C sand Reservoir in Agip EB 157 #1 Top 6187'MD & TVD -6103' SS
Base 6398'MD &TVD -6304' SS
