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EXHIBIT 10.29
WA-199-P FARMIN AGREEMENT
DATED NOVEMBER 28, 1997
BORAL ENERGY RESOURCES LIMITED
(ACN 007 845 338)
AND
INDO-PACIFIC ENERGY (AUS) LTD.
CONTENTS
RECITALS 1
1. DEFINITIONS AND INTERPRETATION 1
1.1 Definitions 2
1.2 Interpretation Rules 3
1.3 Entire Agreement 3
1.4 Amendments 3
1.5 Headings 3
1.6 Recitals 3
2. APPROVALS 3
3. ASSIGNMENT 4
4. CONSIDERATION 4
5. VOTING 4
6. DEFAULT 4
7. BORAL ENERGY'S REPRESENTATIONS 5
8. INDO-PACIFIC'S REPRESENTATIONS 5
9. FURTHER ASSURANCES 6
10. TAX CONSIDERATIONS 6
11. COSTS AND STAMP DUTY 6
12. GOVERNING LAW 6
13. NOTICES 6
14. WAIVER 8
15. REMEDIES 8
16. SEVERANCE 8
17. EXECUTION 8
18. CONFIDENTIALITY 8
Agrement dated November 28, 1997
Between:
BORAL ENERGY RESOURCES LIMITED (ACN 007 845 338) of 00 Xxxxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxx Xxxxxxxxx ("BORAL ENERGY")
And;
INDO-PACIFIC ENERGY (AUS) PTY. LTD. of 000 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxxxxx ("INDO-PACIFIC")
RECITALS
A Boral Energy together with Petroz NL and Xxxxxx (BOL) Pty.
Ltd. are the registered holders of the Permit issued pursuant to
the Act and are parties to the WA-199-P Joint Venture.
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b Pursuant to a letter agreement dated September 15, 1997
Boral Energy agreed to assign to Indo-Pacific the Assigned
Interest, which Indo-Pacific agreed to acquire and the parties
have set out the terms and conditions of the assignment in this
Agreement.
OPERATIVE PART
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement (including the Recitals), unless the context
otherwise requires:
1.1.1 Act means the Petroleum (Submerged Lands) Xxx 0000 (Cwth);
1.1.2 Affiliate has the meaining ascribed to the term under the
Corporations Law;
1.1.3 Agreement means this agreement between Boral Energy and
Indo-Pacific;
1.1.4 Assigned Interest means a 5% Participating Interest in the
Permit;
1.1.5 Authority means, as the context required, the Joint
Authority or the Designated Authority;
1.1.6 Deed of Assumption means the deed referred to in clause 9;
1.1.7 Designated Authority has the meaning ascribed to that term
in the Act;
1.1.8 Effective Date means September 15, 1997;
1.1.9 Joint Authority has the meaning ascribed to that term in
the Act;
1.1..10 Permit means petroleum exploration licence WA-199-Por any
renewal or extension thereof and any producction licence or title
or other licence granted pursuant thereto;
1.1.11 Operator means the operator of the WA-199-P Joint Venture
appointed pursuant to the WA-199-P JOA;
1.1.12 Participating Interest means a particiapting interest of a
party under the WA-199-P JOA;
1.1.13 Transfer means the transfer referred to in clause 9;
1.1.14 WA-199-P Joint Venture means the joint venture constituted
by the parties referred to in recital A;
1.1.15 WA-199-P JOA means the joint venture operating agreement
dated 22 May 1984 which governs the joint vnture relationship
between the WA-199-P Joint Venture parties in relattion to the
Permit;
1.1.16 Kittiwake-1 Well means the well to be drilled by the
Southern Cross rig in or around november, 1997. The well is to
penetrate the potential reservoirs in the Plover Formation.
1.1.17 Kittiwake-1 Well Costs means in respect of the Kittiwake-1
Well, all direct and indirect costs incurred in the planning and
drilling of the Kittiwake-1 Well, including but not limited to
the following operations and costs:
(a) site surveys;
(b) mobilisation and demobilisation of the drilling unit and
associated vessels;
(c) running and setting surface and intermediate casing,
cementing, wireline logging, coring and repeat formation testing;
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(d) the remeying of any blow out or mechanical failure of the
well including redrilling the well;
(e) plugging and abandoning or suspending; and
(f) analysis of results required for the preparation of
completion reports.
1.2 Interpretation Rules
In this Agreement, unless a contrary intention appears:
1.2.1 a reference to this Agreement is a reference to this
Agreement as amended, varied, novated or substituted from time to
time;
1.2.2 a reference to any legislation or any provision of any
legislation includes:
(a) all regulations, orders or instruments issued under the
legislation or provision; and
(b) any modification, consolidation, amendment, re-enactment,
replacement or codification of such legislation or provision;
1.2.3 a word:
(a) importing the singular includes the plural and vice versa;
(b) denoting an individual includes corporatons, firms,
unincorporated bodies, authorities and instrumentalities;
1.2.4 a reference to a Party to this Agreement or any other
instrument includes that party's executors, administrators,
successors and permitted assigns;
1.2.5 where a word or phrase is given meaning, any other part of
speech or grammatical form has a corresponding meaning; and
1.2.6 a reference to a clause number, schedule number or annexure
number (or letter) is a reference to a clause, schedule or
annexure of this Agreement; and
1.2.7 words and expressions used in this Agreement which are used
in the Act shall where the context admits have the same meaning
as they have in the Act.
1.3 Entire Agreement
This Agreement is the entire agreement between the Parties as to
its subject matter and supercedes all prior agreements,
representations and understandings.
1.4 Amendments
No amendment of, or addition to, this Agreement is binding unless
it is in writing and executed by the Parties.
1.5 Headings
Any heading, index, table of contents or marginal note is for
convenience only and does not affect the interpretation of this
Agreement.
1.6 Recitals
The Recitals of this Agreement form part of this Agremeent and
have effect as if set out in full in this Agreement.
2. APPROVALS
2.1 This Agreement (other than this clause 2 and clauses
4,5,6.1,9,12,13,14,15,16,17 and 18) is conditional upon:
2.1.1 this Agreement being approved and registered by the
Authority; and
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2.1.2 each of the Transfer and Deed of Assumption being approved
and registered by the Authority.
2.2 The Parties must use their best endeavours to ensure that the
conditions referred to in clause 2.1 are satisfied as soon as
practicable after execution of this Agreement.
2.3 If the conditions set out in clause 2.1 are not satisfied on
the date being 12 months after the date of this Agreement then
either Party may terminate this Agreement at any time after that
date by ggiving notice to that effect to the other Party and this
Agreement (except for this clause 2.3 and clauses 2.4 and 2.5)
will terminate upon receipt of that notice.
2.4 Upon termination of this Agreement under clause 2.3:
2.4.1 Boral Energy must indemnify Indo-Pacific for all amounts
which Indo-Pacific has paid pursuant to clause 4; and
2.4.2 the Parties must execute all documents and do all things
necessary or desirable to place each other in the same position
as they would have been in had this Agreement not been executed
or acted upon.
3. ASSIGNMENT
With effect on and from the Effective Date and subject to
Indo-Pacific complying with its obligations under this Agreement,
Boral assigns to Indo-Pacific the Assigned Interest free and
clear of all liens, encumbrances, rights and interests other than
those arising under the WA-199-P JOA, the Permit or the Act and
Indo-Pacific accepts the assignment of the Assigned Interest.
4. CONSIDERATION
4.1 In consideration of Boral Energy agreeing to assign the
Assigned Interest to Indo-Pacific, Indo-Pacific shall bear and
pay ten percent (10%) of the Kittiwake-1 Well Costs.
4.2 The obligation under clause 4.1 shall have been met on the
first to occur of any of the following:
(a) the WA-199-P Joint Venture decides in accordance with the
WA-199-P JOA to run production casing in the Kitiwake-1 Well; or
(b) the WA-199-P Joint Venture decides in accordance with the
WA-199-P JOA to plug and abandon the Kittiwake-1 Well; or
(c) the Kittiwake-1 Well Costs reach Aus$8.5 million.
and when the obligation under clause 4.1 has been met
Indo-Pacific shall be liable for the Assigned Interest share of
any costs in relation to the Kittiwake-1 Well.
4.3 In addition to its liability xxxxx clause 4.1, Indo-Pacific
shall be liable on and from the Effective Date for all other
costs and expenses of the Assigned Interest in accordance with
the Wa-199-P JOA.
5 VOTING
During the period of time from the date of this Agreement to the
date upon which the conditions in clause 2 are satisfied, Boral
Energy shall vote the Assigned Interest in a manner that is
consistent with this Agreement.
6. DEFAULT
6.1 If Indo-Pacific fails to pay any of the costs as required
under clause 4.1 of this Agreement then Boral Energy may after
giving Indo-Pacific 5 days notice to remedy the default pay such
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costs and recover the sum (if applicable) not so paid as a
liquidated debt, together with interest on the amount outstanding
at the rate charged from time to time by Boral Energy's bankers
on overdrafts in excess of $100,000 such interest being
calculated on a daily basis from the date of payment by Boral
Energy until the date of recovery from Indo-Paccific, capitalised
on the last day of each month.
6.2 In the event that Indo-Pacific fails to remedy the default in
clause 6.1 after a further 5 days then Boral energy may require
Indo-Pacific to forthwith assign to Boral Energy the Assigned
Interest assigned to Indo-Pacific under this Agreement for no
consideration other than the complete discharge of all liability
of Indo-Pacific under, and in respect of, this Agreement.
6.3 The Parties acknowledge and agree that the provisions of
clauses 6.1 and 6.2 arise out of a genuine attempt to compensate
Borla Energy for any loss and damage sustained by the Parties to
be suffered by Boral Energy as a result of an unremediedd default
of Indo-Pacific.
7 BORAL ENERGY'S REPRESENTATIONS
7.1 Boral Energy represents and warrants to Indo-Pacific that:
7.1.1 it has the necessary power and authority, and all other
necessary corporate and other action has or will be taken, to
enable it to enter into and perform its obligations under this
Agreement;
7.1.2 the Assigned Interest is free of all liens, encumbrances,
rights and other interests inposed under the Act, the WA-199-P
JOA or the Permit;
7.1.3 it is not engaged in any litigation or arbittration
proceeding in respect of the Permit, and to the best of its
knowledge and belief there are no actons, suits or other
proceedings pending or threatened against it in relation to the
Permit or which affects or may affect the validity of the Permit
or this Agreement;
7.1.4to the best of its knowledge and belief, the Permit is
valid, subsisting and in good standing and all the obligations
imposed by the Act in relation thereto have been duly performed
and complied with.
7.2 Boral Energy shall indemnify Indo-Pacific and keep
Indo-Pacific indemnified against all liability, cost, loss and
damage
which Indo-Pacific suffers or incurs as a result of a breach of
any representation and warranty contained in clause 7.1 provided
however that Boral Energy shall not be liable for any indirect or
consequential damages and Boral Energy's xxxx liability for any
and all breaches will not excee the consideration referred to in
clause 4.
7.3 No claim for any breach of any representation or warranty set
out in clause 7.1 shall be made more than one (1) year after the
date of this Agreement unless prior to the eexpiry of such period
written notice of the matter complained of (with such detail of
the matter as shall then be reasonably practicable) shall have
been given by Indo-Pacifc to Boral Energy.
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7.4 Subject to any law to the contrary and except as provided in
clause 7.1, all terms, conditions, warranties, statements,
representations, estimates or opinions whether express, implied,
written or oral are excluded and Boral Energy disclaims all
liability in relation to them to the maximum extent permitted by
law and Indo-Pacific has independently verified all nformation
made available by Boral Energy.
8 INDO-PACIFIC'S REPRESENTATIONS
8.1 Indo-Pacifc represents and warrants to Boral Energy that it
has the necessary power and authority and all necessary corporate
and other action has been taken to enable it to enter into and
perforrm its obligations under this Agrement and each further
document and assurance required under clause 9 hereof.
8.2 Indo-Pacific shall indemnify Boral energy and keep Boral
energy indemnified against all liability, cost, loss and damage
which Boral energy suffers or incurs as a result of any breach f
a representation and warranty contained in clause 8.1 provided
however that Indo-pacific shall not be liable for any indirect or
consequential damages.
9. FURTHER ASSURANCES
Indo-Pacific agrees that it will sign, execute and complete all
further documents and assurances (which included a Deed of
Assumption and Transfer) and do all further acts and things as
may be reasonably required to confirm or give effect to the
intent and object of this Agreement.
10. TAX CONSIDERATIONS
10.1 Resource Rent Tax
Boral energy agrees to provide to Indo-pacific relevant
information required to enable Inndo-Pacific to assume and obtain
the benefit of allowable deductions in respect of the Assigned
Interest pursuant to the Petroleum Resource Rent Tax Assessment
Xxx 0000.
10.2 Value of Assigned Interest
For the purposes of Part 111A of the Income Tax Assessment Xxx
0000 of the Commonwealtth of Australia, the Parties acknowledge
and agree that if the Permit is a wildcat exploration area with
no proven economic reserves of pertroleum and that the value of
the rights and interest assigned to it si nil.
11. COSTS AND STAMP DUTY
11.1 Each of the Parties shall bear its own costs and expenses
(including, without limitation, all legal costs and expenses) in
relation to the preparation, negotiation and exeecution of this
Agreement and each of the documents which this Agremeent requires
any of the parties to execute.
11.2 Indo-Pacific shall bear all stamp duty and registration fees
payable under the Act on this Agreement and each of the documents
which this Agreement requires any of the Parties to execute.
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12. GOVERNING LAW
This agreement shall be deemed to be a contract under, and shall
be governed by and interpreted in accordance with, the laws of
South Australia.
13. NOTICES
13.1 How Notices may be given
A notice, approval, direction, consent, offer, demand or other
communication in connection with this agreement must be:
13.1.1 in writing;
13.1.2 signed by an authorized officer of the relevant Party; and
13.1.3 given to the recipient Party:
(a) by hand delivery;
(b) by pre-paid mail or courier sent to that Party; or
(c) by facsimile transmissionto that Party.
13.2 Where notices must be sent
For the purposes of clause 13.1:
13.2.1 deliveries must be delivered to the address of the
recipient Party set out below;
13.2.1 mail must be sent to the address of the recipient Party
set out below;
13.2.3 facsimile messages must be transmitted to the facsimile
number of the recipient Party set out below; and in each case
13.2.4 mustt be marked for the attention of the person specified
below in relation to the recipient Party:
Name: Boral Energy Resources Limited
Address: Xxxxx 0, 00 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx Xxxxxxxxx 0000
Attention: Xx. X. Xxxxxxx
Facsimile: (000) 0000 0000
Name: Indo-Pacific Energy (Aus) Pty. Ltd.
Address: 000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxxx
Attention: Xx. X. Xxxxxxx
Facsimile: 64 4476 0120
13.3 Change of Details
13.3.1 A Party may from time to time change any of the details
specified in clause 13.2.4 by giving not less than 5 business
days notice to each other party.
13.3.2 If details are changed in accordance with clause 13.3.1,
clause 13.2.4 applies as if those changed details were set out in
clause 13.2.4.
13.4 Proof of Notices
13.4.1 Proof of posting by pre-paid mail is proof of receipt on
the second claerr business day after courier delivery or the
fourth clear business day in the case of posting.
13.4.2 Proof of transmission of a facsimille message is proof of
receipt on the date of the transmission, but if a transmission is
not made on a business day or not made before 4:00 p.m., then it
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will be deemed to havebeenreceived at 10:00a.m. on the next
business day in the time zone of the recipient after
transmission.
14. WAIVER
A party's failure to exercise or delay in exercising a power or
right is not a waiver of that power or right, and the exercise of
a power or right does not preclude the future exercise of that or
any other power or right.
15. REMEDIES
15.1 All remedies, rights undertakings, obligations or agreements
of the Parties under this Agreement arising by law in respect of
this Agreement shall be cumulative and none thereof shall be in
limitation of any rights, remedies, undertakings, obligations or
agreements of the parties.
15.2 Each of the Parties may follow any such remedy to which it
is entitled by law or otherwise, either concurrently or
successively at its option.
16. SEVERANCE
Each provision of this Agreements shall be deemed to be separate
and severable from the others of them. If any provision of this
Agreement is determined to be invalid or unenforceable in any
jurisdiction, it shall be severed from this Agreement and not
invalidate the rest of this Agreement which shall remain in full
force and effect as if such provision had not been made a part
thereof. Such a determination of invalidity or enforceability
shall not affect the validity or enforceability of that
provvision in any other jurisdiaction.
17. EXECUTION
This Agreement may be executed by the separate eexecution and
delivery of counterparts and proof off execution and delivery of
those counterparts may be achievable by the transmission of
executed copies by facsimile.
18. CONFIDENTIALITY
The Parties agree and undertake to keep the terms of this
Agreement conffidential subject to their respective obligations
and rights to disclose to Affiliates as may be required by law or
rule of stock exchange.
EXECUTED AS an Agreement
THE COMMON SEAL OF BORAL ENERGY LIMITED was affixed in accordance
with its articles of association:
_______________________________
_______________________________
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THE COMMON SEAL OF INDO-PACIFIC ENERGY (AUS) PTY. LTD. was
affixed in accordance with its articles of association:
/s/ Xx. X. Xxxxxxx
President and Chief Executive Officer
