EXHIBIT 10.1
[LETTERHEAD OF EEX CORPORATION]
July 16, 2002
BP Exploration & Production Inc.
Attention: Mr. X. Xxxxx Xxxxxxxxx
000 XxxxXxxx Xxxx Xxxxxxxxx
Xxxxxxx, Xxxxx 00000
Re: AMENDATORY LETTER
Asset Purchase, Farmout & Joint
Exploration Agreement dated March 1, 2002
Treasure Island Project
OCS Gulf of Mexico
Gentlemen:
This Amendatory Letter is by and between EEX Corporation ("EEX"), and BP
Exploration & Production Inc. ("BP"). EEX and BP are sometimes hereinafter
referred to collectively as the "Parties". Capitalized terms used in this
Amendatory Letter but not otherwise defined herein shall have the meaning
ascribed to them in the "Agreement" (as hereinafter defined).
WHEREAS, under date of March 1, 2002, EEX and BP entered into that certain Asset
Purchase, Farmout & Joint Exploration Agreement ("Agreement"), whereby BP
acquired certain interests in oil and gas leases on the OCS Shelf, and BP and
EEX agreed to cooperate in further evaluation of such leases, the acquisition of
additional oil and gas leases, and possibly, in the drilling of future xxxxx as
further set forth in the Agreement.
WHEREAS, since the date of execution of the Agreement, it has been determined
that OCS-G 14505 (Ship Shoal Block 261) expired of its own terms prior to the
date that the Parties executed the Agreement.
WHEREAS, since the date of execution of the Agreement, OCS-G 18020 (Ship Shoal
Block 260) has expired of its own terms.
WHEREAS, since the date of execution of the Agreement, OCS-G 23905 (Ship Shoal
Block 212) and OCS-G 23908 (Ship Shoal Block 235) have been awarded by the MMS
July 16, 2002-Amendatory Letter-Treasure Island Project-(Page 2)
to the Parties as a result of their successful bids placed on such lease blocks
at OCS Lease Sale No. 182.
WHEREAS, the Parties desire a) to amend the Agreement to provide for an
appropriate reduction in the Project Costs as a result of the expiration of
OCS-G 14505 (Ship Shoal Block 261) prior to the execution date of the Agreement;
and, b) to amend Exhibit "A" and Exhibit "D" of the Agreement to provide for
deletion and/or addition of reference certain leases listed therein as a result
of expiration and/or acquisition of such leases.
NOW, THEREFORE, for and in consideration of the premises, EEX and BP hereby
covenant and agree as follows:
1. The initial paragraph of Section 4 (BP Work Commitment, Seismic and Lease
Acquisition) is amended to change the amount of Project Costs, as
referenced therein, from five million dollars ($5,000,000.00) to four
million seven hundred and two thousand five hundred sixty-nine dollars and
thirty cents ($4,702,569.30), and from three million dollars
($3,000,000.00) to two million seven hundred and two thousand five hundred
sixty-nine dollars and thirty cents ($2,702,569.30), respectively.
2. Subparagraph 2. of Section 5 (Failure to Fund Work Commitment, Seismic and
Lease Acquisition) is amended to change the amount from three million
dollars ($3,000,000.00) to two million seven hundred and two thousand five
hundred sixty-nine dollars and thirty cents ($2,702,569.30).
3. The second item (as referenced by a dot) under Section 6 (Initial Well
Commitment) is amended to change the amount from five million dollars
($5,000,000.00) to four million seven hundred and two thousand five
hundred sixty-nine dollars and thirty cents ($4,702,569.30).
4. Section 8 (Full Expenditure of Project Costs) is amended to change the
reference from five million dollars ($5,000,000.00) to four million seven
hundred and two thousand five hundred sixty-nine dollars and thirty cents
($4,702,569.30).
5. Subparagraph 2. and the second item (as referenced by a dot) under
Subsection B) of Section 9 (Initial Well Termination Events) are both
amended to change the reference from five million dollars ($5,000,000.00)
to four million seven hundred and two thousand five hundred sixty-nine
dollars and thirty cents ($4,702,569.30).
6. Exhibit "A" to the Agreement is deleted in its entirety, and substituted
therefor is the revised Exhibit "A" attached hereto as Attachment "1".
7. Exhibit "A" of the Offshore Operating Agreement attached as Exhibit "D" to
the Agreement is hereby deleted in its entirety, and substituted therefor
is the revised Exhibit "A" attached hereto as Attachment "2".
8. Except as amended hereby, the Agreement shall continue in full force and
effect and EEX and BP ratify and confirm the Agreement as amended hereby.
July 16, 2002-Amendatory Letter-Treasure Island Project-(Page 3)
Upon execution on behalf of BP, each of the Parties has caused this Amendatory
Letter to be executed as of the date shown above, and to be effective as of the
date hereof.
Sincerely yours,
EEX CORPORATION
/s/ Xxx Xxxxx
Xxx Xxxxx
Land Manager
BP EXPLORATION & PRODUCTION INC.
By: /s/ X. Xxxx Xxxxxxx
--------------------------------
Printed Name: X. Xxxx Xxxxxxx
----------------------
Title: Attorney-in-Fact
-----------------------------
ATTACHMENT "1"
To that certain Amendatory Letter dated July 16, 2002, by and
between EEX Corporation and BP Exploration & Production Inc.
EXHIBIT 'A'
Attached to and made a part of that certain Joint Venture Agreement
dated March 1, 2002, by and between
BP Exploration & Production Inc. and EEX Corporation
SECTION I: EEX Owned Leases
EXPIRATION
PROSPECT AREA NAME BLOCK NO. OCS-G DATE RI WI NRI
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxxxx 188 21670* 4/30/05 16.66667% 100.00000% 83.33333%
224 21673 4/30/05 16.66667% 100.00000% 83.33333%
226 21674 4/30/05 16.66667% 100.00000% 83.33333%
227 21675 4/30/05 16.66667% 100.00000% 83.33333%
Xxxxxxxxxx, X. X. Timbalier 141 21665 4/30/05 16.66667% 100.00000% 83.33333%
142 21666 4/30/05 16.66667% 100.00000% 83.33333%
167 21668 4/30/05 16.66667% 100.00000% 83.33333%
168 21669 4/30/05 16.66667% 100.00000% 83.33333%
Ship Shoal 188** 22712 4/30/06 16.66667% 100.00000% 78.33330% ***
Xxxxxxxxxx, X. X. Timbalier 144 21667 6/30/05 16.66667% 100.00000% 83.33333%
Xxxxxx X. Xxxxxxxxx 215 21672 4/30/05 16.66667% 100.00000% 83.33333%
Ship Shoal 211 22714 4/30/06 16.66667% 100.00000% 83.33333%
Ship Shoal 236 22716 4/30/06 16.66667% 100.00000% 83.33333%
Capt. Xxxx Ship Shoal 260** 18020 6/30/02 16.66667% 20.00000% 16.26667% ***
263 21658 4/30/05 16.66667% 100.00000% 83.33333%
281 21660 4/30/05 16.66667% 100.00000% 83.33333%
282 22720 4/30/06 16.66667% 100.00000% 83.33333%
Xxxxxxx Ship Shoal 306 22724 4/30/06 16.66667% 100.00000% 83.33333%
Ship Shoal 331 21661 4/30/05 16.66667% 50.00000% 41.66667%
Xxxxxxx Xxxxxx Island 222 22672 4/30/06 16.66667% 100.00000% 83.33333%
223 21640 4/30/05 16.66667% 100.00000% 83.33333%
Barataria X. Xxxxx Island 80** 14439 HBP 16.66667% 11.25000% 9.15000% ***
*Lease covers only S 1/2 and NE 1/4 of Block.
**Depth Limitations
SS 188 - EEX owns 100% Operating Rights WI from 17,000' subsea down to
100,000' subsea.
SS 260 - EEX owns 20% WI below 12,000' TVD.
SMI 80 - S/2 N/2 N/2; S/2 N/2; S/2: EEX owns 11.25% WI below the
stratigraphic equivalent of the deepest productive reservoir
discovered in the field which is defined as the base of the
11200' Sand as seen in the OCS-G 14439 Well No. A-5 ST at
approximately 13,146' MD; and
N/2 N/2 N/2: EEX owns 11.25% WI below 9,000' subsea.
***SS 188 burdened by 5% ORI to Aviara Energy Corporation.
SS 260 and SMI 80 burdened by 2% ORI in favor of Xxx X. Xxxxxxx, et al.
EEX is designated Operator of all Leases except OCS-G 18020
(Ship Shoal Block 260), OCS-G 21661 (Ship Shoal Block 331) and OCS-G 14439
(South Xxxxx Island Block 80)
SECTION II: Leases Acquired by the Parties at OCS Lease Sale No. 182
EXPIRATION
PROSPECT AREA NAME BLOCK NO. OCS-G DATE RI WI NRI
---------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Ship Shoal 212 23905 6/30/07 16.66667% 25.00000% 20.83333%
235 23908 6/30/07 16.66667% 25.00000% 20.83333%
Xxxxxxxxxx, X. Ship Shoal 186 23904 4/30/07 16.66667% 25.00000% 20.83333%
Xxxxxxx Ship Shoal 309 23916 5/31/07 16.66667% 25.00000% 20.83333%
310 23917 5/31/07 16.66667% 25.00000% 20.83333%
Xxxxxxx Xxxxxx Island 201 23870 4/30/07 16.66667% 25.00000% 20.83333%
SECTION III: Currently Existing Agreements
1. Offshore Operating Agreement attached as Exhibit "B-3" to
that certain Amended Acquisition & Management Agreement
dated March 5, 1994, by and between General Atlantic
Resources, Inc., General Atlantic Oils Ltd., General
Atlantic Gulf Coast, Inc. and Taurus Exploration U.S.A.,
Inc., covering OCS-G 14439 (South Xxxxx Island Block 80).
2. Offshore Operating Agreement dated August 1, 1997, by and
between UMC Petroleum Corporation, Taurus Exploration
U.S.A., Inc. and Smacko, Ltd., covering OCS-G 10820 (Ship
Shoal Block 260).
3. Offshore Operating Agreement dated May 1, 2000, by and
between Remington Oil & Gas Corporation and EEX Corporation,
covering OCS-G 21661 (Ship Shoal Block 331).
4. Letter Agreement dated January 22, 2002, by and between
Aviara Energy Corporation and EEX Corporation, covering
OCS-G 22712 (Ship Shoal 188).
ATTACHMENT "2"
To that certain Amendatory Letter dated July 16, 2002, by and between EEX
Corporation and BP Exploration & Production Inc.
EXHIBIT "A"
Attached to and made a part of that certain Offshore Operating Agreement dated
March 1, 2002, by and between BP Exploration & Production Company and EEX
Corporation.
SECTION I: LEASES AND WORKING INTERESTS OF THE PARTIES
WORKING INTEREST
---------------------
OCS # AREA/BLOCK BP EEX
----- ------------------ -- ---
21665 South Timbalier 141 75% 25%
21666 South Timbalier 142 75% 25%
21667 South Timbalier 144 75% 25%
21668 South Timbalier 167 75% 25%
21669 South Timbalier 168 75% 25%
21670 South Timbalier 188* 75% 25%
21672 South Timbalier 215 75% 25%
21673 South Timbalier 224 75% 25%
21674 South Timbalier 226 75% 25%
21675 South Timbalier 227 75% 25%
23904 Ship Shoal 186 75% 25%
22712 Ship Shoal 188** 75% 25%
22714 Ship Shoal 211 75% 25%
23905 Ship Shoal 212 75% 25%
23908 Ship Shoal 235 75% 25%
22716 Ship Shoal 236 75% 25%
21658 Ship Shoal 263 75% 25%
21660 Ship Shoal 281 75% 25%
22720 Ship Shoal 282 75% 25%
22724 Ship Shoal 306 75% 25%
23916 Ship Shoal 309 75% 25%
23917 Ship Shoal 310 75% 25%
21661 Ship Shoal 331 37.5% 12.5%
23870 Xxxxxx Island 201 75% 25%
22672 Xxxxxx Island 222 75% 25%
21640 Xxxxxx Island 223 75% 25%
14439 South Xxxxx Island 80*** 8.4375% 2.1825%
*OCS-G 21670 covers only the South Half and Northeast Quarter of South Timbalier
Block 188.
**Only as to depths below 17,000 feet.
***South Half and South Three-Fourths of North Half-Only as to depths below
11,200' Sand as seen in OCS-G 14439 Well No. A-5 ST at depth of approximately
13,146' measured depth. North One-Fourth of North Half-Only as to depths below
9,000' subsea.
SECTION II: OPERATOR
BP is designated as the Operator of all blocks except for OCS-G 21661 (Ship
Shoal Block 331), and OCS-G 14439 (South Xxxxx Island Block 80), which are
covered by existing operating agreements naming other parties as Operator.
SECTION III: DESCRIPTION OF AREA OF PROSPECTS
Prospect Name Area Block Numbers
------------- ---- -------------
Xxxxxx South Timbalier 160, 176-180, 184-189,
204-208, 223-228, 232-235,
252, 253, 262, 263
Blackbeard West Ship Shoal 186, 188-190
South Timbalier 141, 142, 167-170
Blackbeard East South Timbalier 108-110, 143-145, 164-166,
171-173, 192, 193, 201
Xxxxxx Ship Shoal 211-214, 234-237, 258, 259
South Timbalier 196-198, 214-217
Captain Xxxx Ship Shoal 238, 256, 257, 260-263, 280-282
Xxxxxxx Ship Shoal 285, 286, 305, 306, 308-310,
329, 331
Lafitte South Xxxxx Island 62-65
Xxxxxx Island 200, 201, 221, 223, 225, 241,
242, 244
Barataria Xxxxxx Island 77-81
SECTION IV: PRE-EXISTING, CARVED-OUT INTERESTS
OCS-G 22712 (Ship Shoal Block 188)-Five percent of eight-eighths (5% x 8/8)
overriding royalty interest in favor of Aviara Energy Corporation.
OCS-G 14439(South Xxxxx Island Block 80)-Two percent of eight-eighths (2% x 8/8)
overriding royalty interest in favor of Xxx X. Xxxxxxx, et al.
SECTION V: ADDRESSES OF THE PARTIES
BP Exploration & Production Company X. X. Xxxxxxxxx
000 XxxxXxxx Xxxx Xxxxxxxxx Tel: (000) 000-0000
Houston, Texas 77079 Fax: (000) 000-0000
EEX Corporation Xxx Xxxxx
0000 XxxxXxxx Xxxx, Xxxxx 0000 Tel: (000) 000-0000
Houston, Texas 77042 Fax: (000) 000-0000
