EXHIBIT 10.2
PARTICIPATION AGREEMENT
Portions of West Cameron Block 593
This Participation Agreement ("Agreement") is made and entered into
effective as of the 20th day of June, 2006 (the "Effective Date"), by and
between Newfield Exploration Company ("Newfield") and Ridgewood Energy
Corporation ("Ridgewood"). Newfield and Ridgewood are also sometimes hereinafter
referred to collectively as the "Parties" or individually as a "Party".
WITNESSETH:
WHEREAS, Mariner Energy, Inc. ("Mariner"), Northstar Gulfsands, LLC
("Northstar") and Gulfsands Petroleum USA, Inc.("Gulfsands") (collectively
referred to as the "WC 593 Owners") own one hundred percent (100%) operating
rights interest in the following described portion of oil and gas lease and
area, hereinafter referred to as the "Contract Area":
Oil and Gas Lease dated February 1, 1971, bearing serial number OCS-G
02023, by and between the United States of America, as Lessor, and
Texas Eastern Exploration Co., et al, as Lessees, covering all of Block
593, West Cameron Area, South Addition, OCS Leasing Map, Louisiana Map
No. LA1B, INSOFAR AND ONLY INSOFAR AS said lease covers the South Half
(S/2) of said Block 593, containing approximately 2,500 acres.
WHEREAS, Newfield and the WC 593 Owners entered into that certain
Option Agreement, dated January 17, 2006 ("Option Agreement"), which provided
the WC 593 Owners the option to either (i) participate with Newfield in drilling
a test well on the Contract Area or (ii) farmout the Contract Area to Newfield.
A copy of the Option Agreement is attached hereto as Exhibit "A";
WHEREAS, pursuant to the Option Agreement, Mariner and Gulfsands
elected to farmout the Contract Area to Newfield, and Newfield has entered into
a formal farmout agreement with Mariner and Gulfsands, dated effective July 7,
2006 ("Farmout Agreement") covering the Contract Area, which will provide that
Mariner and Gulfsands shall reserve an overriding royalty interest ("ORRI") of
8.3333% of 6/6ths which shall escalate to a 10.00% of 6/6ths ORRI at Payout, but
proportionately in the event that Mariner and Gulfsands owns less than one
hundred percent (100%) of the record title and/or operating rights in the
Contract Area which Newfield may earn. The Farmout Agreement shall contain terms
substantially the same as those provided in the Option Agreement. A copy of the
Farmout Agreement is attached hereto as Exhibit "B";
WHEREAS, Ridgewood agrees to bear its proportionate share of drilling
costs associated with the Initial Test Well (defined in Paragraph 3.1
hereinbelow) in order to earn an interest in the Contract Area, pursuant to the
terms and conditions of this Agreement, the Option Agreement and the Farmout
Agreement.
WHEREAS, the Parties desire to enter into this Agreement to set forth
the manner in which the cost of drilling, producing and operating xxxxx, and the
production from the Contract Area and interest in the Contract Area shall be
shared and/or owned.
NOW, THEREFORE, for the consideration, being the mutual benefits and
advantages accruing hereunder, the sufficiency of which is hereby acknowledged,
the Parties agree as follows:
Article 1 - Interest of the Parties
-----------------------------------
The costs, risk and liabilities associated with the exploration and
development of the Contract Area (including all xxxxx, platforms, pipelines,
facilities and equipment associated directly with the specified operations
herein) and all oil and gas produced from xxxxx drilled pursuant to the terms
hereof, shall be borne and owned, subject to the terms and conditions set out
herein and in the Option Agreement and the Farmout Agreement, and unless
otherwise agreed, by the Parties in accordance with the following percentage
working interests ("Working Interests"):
Party Working Interests
----- -----------------
Newfield 50.00000%
Ridgewood 43.28499%
Northstar 6.71501%
Article 2 - Operating Agreement
-------------------------------
2.1 Newfield is designated as the Operator of the Contract Area,
and all operations conducted on the Contract Area shall be performed in
accordance with and shall be subject to the terms and provisions of this
Agreement, the Option Agreement, the Farmout Agreement and the Operating
Agreement attached hereto as Exhibit "C" ("Operating Agreement"). The Parties
shall execute the Operating Agreement simultaneously with this Agreement.
2.2 Notwithstanding anything herein to the contrary, the
non-consent penalties set forth in Article XII of the Operating Agreement shall
not be applicable to drilling operations on the Initial Test Well, or substitute
therefor, prior to the Parties drilling an Earning Well (as hereinafter
defined).
Article 3 - Initial Test Well
-----------------------------
3.1 On or before August 31, 2006, Newfield shall commence actual
drilling operations for the West Cameron 593 (OCS-G-02023) No. 5 Well at an
approximate surface location of 3,850' FSL and 3,650' FEL of West Cameron 593
and bottom-hole location of 3,850' FSL and 3,650' FEL of West Cameron 593
("Initial Test Well"). The Initial Test Well shall be drilled to an approximate
depth of 12,700' MD/TVD, or a depth sufficient to test the "K-l" Sand Horizon as
seen at 13,239' -13,367' MD on that certain Induction Spherically Focused/Sonic
Log for the OCS-G 02023 No. A-5 Well (API No. 17-702-40398-00), whichever depth
is shallower ("Contract Depth").
Participation Agreement - West Cameron Block 593 dated June 20, 2006
Newfield Exploration Company & Ridgewood Energy Corporation
- 2 -
3.2 Ridgewood shall bear its proportionate share of the Newfield
Employee Overriding Royalty Interest of 1.00% ("Newfield ORRI").
The dry hole well cost for the Initial Test Well is estimated to be
$13,786,874.00 ("Dry Hole Cost") as outlined on the drilling authorization for
expenditure ("AFE") for the Initial Test Well attached hereto as Exhibit "D". By
its execution of this Agreement, Ridgewood has approved the AFE.
3.3 Casing Point is defined as that point in time when the Initial
Test Well, or substitute well therefor, has been drilled to the Contract Depth,
appropriate tests have been performed and a recommendation is made to (i) set
casing and complete the well, (ii) plug and abandon the well or (iii) conduct
other operations as provided within the priority of operations outlined within
the Operating Agreement.
3.4 If the Initial Test Well is either, i) unable to reach the
Contract Depth due to encountering domal material, heaving shale, saltwater,
salt or other impenetrable substance, or suffers any adverse condition
(mechanical, structural, stratigraphic or otherwise) in drilling said well,
which substance or condition cannot be overcome at a reasonable cost by means
considered customary or ordinary in the industry; or, ii) plugged and abandoned
as a dry hole, then any Party shall have the right to propose a substitute well
in the same manner as provided for hereinabove. Each Party shall have the
option, but not the obligation, to participate in such substitute well; however,
if a Party elects not to participate in a substitute well, it shall forfeit its
rights under this Agreement, and in the Farmout Agreement. If actual drilling
operations are commenced on the substitute well within ninety (90) days from the
date of rig release of the Initial Test Well, then said well shall be considered
the Initial Test Well for purposes of this Agreement.
Article 4 - Assignment and Assumption of Rights
-----------------------------------------------
4.1 Newfield has obtained the WC 593 Owners' written consent to
assignment, by Newfield to Ridgewood, of a 43.28499% interest in the rights,
duties and obligations conferred by the Option Agreement and Farmout Agreement.
4.2 Upon each Party's participation pursuant to the terms and
conditions set forth herein and in the Farmout Agreement, and upon the Parties
drilling an Earning Well (as defined in the Farmout Agreement) and satisfying
the Earning Requirements defined and set out in the Farmout Agreement, the
Parties who participated in the Earning Well, and the full satisfaction of the
Earning Requirements, shall receive from Mariner and Gulfsands, an assignment of
their respective Working Interest shares of the operating rights interest in the
Contract Area, from the surface down to the base of the deepest productive
interval in said well and its stratigraphic equivalent, plus one hundred (100)
feet.
4.3 The interests assigned to the Parties pursuant hereto shall be
subject only to the federal l/6th royalty (subject to any applicable royalty
relief granted by the Minerals Management Service), the ORRI and the Newfield
ORRI, and shall be free and clear of any other overriding royalty interest,
Participation Agreement - West Cameron Block 593 dated June 20, 2006
Newfield Exploration Company & Ridgewood Energy Corporation
- 3 -
production payments, or other burdens on production. The Farmout Agreement
provides that Mariner and Gulfsand's assignment of interest in the Contract Area
shall contain a special warranty of title whereby Mariner and Gulfsands shall
warrant title to the assigned interest by, through, or under Mariner and
Gulfsands, but not otherwise.
Article 5 - Ownership of Production
-----------------------------------
Production from each well drilled on the Contract Area will be owned
pursuant to the terms of this Agreement, the Farmout Agreement and the Operating
Agreement.
Article 6 - Insurance
---------------------
In connection with any drilling and/or production operations on the
Contract Area, the Operator shall carry the type and amount of insurance
required by the Farmout Agreement and the Operating Agreement. No other
insurance shall be required of the Operator hereunder.
Article 7 - Confidentiality
---------------------------
Except for required disclosures as provided in the Operating Agreement,
or the Farmout Agreement, no Party shall release any geological, geophysical, or
reservoir information or any logs or other information pertaining to the
progress, tests, or results of any well drilled pursuant to this Agreement.
Article 8 - Conflicts
---------------------
Unless provided for otherwise in this Agreement, in the event of any
conflict between the terms and conditions as set forth herein and the terms and
conditions set forth in the Farmout Agreement, the terms and conditions set
forth in the Farmout Agreement shall control. In the event of any conflict
between the terms and conditions as set forth herein and the terms and
conditions set forth in the Operating Agreement, the terms and condition set
forth herein shall control.
Article 9 - Notices
-------------------
All notices, requests or demands to be given under this Agreement shall
be in writing and shall be deemed to have been given (i) three (3) business days
after being sent by registered mail or certified mail, postage prepaid, or (ii)
on the day sent, if hand delivered or sent by facsimile, with receipt confirmed
and verbal confirmation, in each case addressed as follows or to such other
address as may have been furnished in writing to the other Parties hereto in
accordance herewith:
Participation Agreement - West Cameron Block 593 dated June 20, 2006
Newfield Exploration Company & Ridgewood Energy Corporation
- 4 -
If to Newfield:
Newfield Exploration Company
000 X. Xxx Xxxxxxx Xxxx. X., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxxxx Xxxxxxxx
Office Phone: (000) 000-0000
Fax Number: (000) 000-0000
If to Ridgewood:
Ridgewood Energy Corporation
00000 Xxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Xx. Xxxx Xxxxx
Office Phone: (000) 000-0000
Fax Number: (000) 000-0000
Article 10 - Topical Headings
-----------------------------
Topical headings appearing at the top of each numbered article have
been inserted for convenience only and are to be given no force or affect
whatsoever in the interpretation of this Agreement.
Article 11 - Successors and Assigns
-----------------------------------
This Agreement shall be binding upon each Party and their successors
and assigns. An assignment by a Party of any lands affected by this Agreement
shall be made expressly subject to, and the assignee shall expressly agree to
assume and comply with, the terms and provisions of this Agreement, the Option
Agreement, the Farmout Agreement and the Operating Agreement.
Article 12 - Counterpart Execution
----------------------------------
This Agreement may he executed by signing the original or a counterpart
thereof. If this Agreement is executed in counterparts, all counterparts taken
together shall have the same effect as if all the Parties had signed the same
instrument. However, this Agreement shall not be effective as to any Party,
until it has been executed by all Parties.
Participation Agreement - West Cameron Block 593 dated June 20, 2006
Newfield Exploration Company & Ridgewood Energy Corporation
- 5 -
IN WITNESS WHEREOF, this instrument is executed by each of the Parties
on the dates noted below, but shall be effective as of the Effective Date
hereinabove first written.
WITNESSES: NEWFIELD EXPLORATION COMPANY
/s/ [ILLEGIBLE] /s/ X. X. XXXXXXXXXXX
----------------------------- -------------------------------------
Name: X. X. Xxxxxxxxxxx
/s/ [ILLEGIBLE] Title: Attorney-in-Fact
-----------------------------
WITNESSES: RIDGEWOOD ENERGY CORPORATION
/s/ [ILLEGIBLE] /s/ W. XXXX XXXXX
----------------------------- -------------------------------------
Name: W. XXXX XXXXX
/s/ [ILLEGIBLE] Title: EXECUTIVE VICE PRESIDENT
-----------------------------
/s/ [ILLEGIBLE]
-----------------------------
Participation Agreement - West Cameron Block 593 dated June 20, 2006
Newfield Exploration Company & Ridgewood Energy Corporation
- 6 -
EXHIBIT "A"
Attached to and made a part of that certain
Participation Agreement dated effective
June 20, 2006, by and between
Newfield Exploration Company and
Ridgewood Energy Corporation
NEWFIELD
[GRAPHIC OMITTED]
January 17, 2006
Xxxxxxxxx Xxxxxx Xxxxxxxx
Xxxxxxx
Mr. Xxxx Xxx Mr. Xxxx Xxxxxxxx
Senior Xxxxxxx Director of Land
Forest Energy Resources, Inc. Northstar Gulfsands, LLC
000 00xx Xxxxxx, Xxxxx 0000 00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, XX 00000 Xxxxxxx, XX 00000
Re: Option Agreement
Covering the South Half (S/2) of
West Cameron Block 593; OCS-G 02023
Federal Offshore Louisiana
Ladies and Gentlemen:
Newfield Exploration Company ("Newfield") hereby proposes that Forest Energy
Resources, Inc. ("Forest") and Northstar Gulfsands, LLC ("Northstar"), as owners
of Lease No. XXX-X 00000, West Cameron Block 593, commit their respective
interests as to the South Half (S/2) only of said lease (this portion to be
referred to as the "WC 593 Acreage"), pursuant to the following terms and
conditions:
1. WC 593 Owners.
-------------
Forest and Northstar may hereinafter be referred to individually as "WC
593 Owner", or collectively, as "WC 593 Owners". This Option Agreement, and the
rights and obligations set forth herein, shall apply to each WC 593 Owner on an
individual basis.
2. Well Proposal.
-------------
(a) Within thirty (30) days after full execution of this Option
Agreement, Newfield shall hold a technical review meeting in its offices and
give WC 593 Owners a prospect presentation, detailing Newfield's
geological/geophysical evaluation of the WC 593 Acreage, including any prospect
Newfield has identified and whether or not Newfield plans to drill same on the
WC 593 Acreage.
(b) Within fifteen (15) days following the technical review, and
after due consultation with WC 593 Owners, Newfield may propose to WC 593 Owners
the drilling and evaluating of a well (the "Initial Test Well") at a location of
its choice on the WC 593 Acreage to an objective depth below 10,000' TVD, such
objective depth to be further defined in a mutually agreeable farmout or
participation agreement ("Contract Depth") with the option to drill to a deeper
depth, and shall provide WC 593 Owners with a proposed location, objective, cost
estimate, AFE and well plan. Should Newfield not propose the Initial Test Well
as provided in this paragraph, this Option Agreement will terminate on the
fifteenth (15th) day after the technical review provided for in paragraph 2(a)
above.
Newfield Exploration Company 363 N. Xxx Houston Pkwy E. Suite 2020
Houston, Texas 00000 (000) 000-0000 Fax (000) 000-0000
WC 593 Option Agreement
January 17, 2006
Page 2
3. WC 593 Owners' Option.
---------------------
WC 593 Owners shall have thirty (30) days from receipt of the Initial
Test Well proposal under paragraph 2(b) within which to make their individual
elections, in writing to Newfield, to either participate in the drilling of the
Initial Test Well or to farmout the WC 593 Acreage, as follows:
(a) Participate in the Drilling of the Initial Test Well. If a WC
593 Owner elects to participate ("Participating WC 593 Owner"), then:
(i) The Initial Test Well, subsequent xxxxx and related
development costs, if any, within the Contract Area
(as described below), shall be funded a minimum fifty
percent (50%) by Newfield and up to fifty percent
(50%) by the Participating WC 593 Owners, such
participating interests of the WC 593 Owners, unless
otherwise agreed by them or unless one such party
elects not to participate, to be proportionate to the
original interests owned by the WC 593 Owners in the
WC 593 Acreage;
(ii) If the Initial Test Well, or its Substitute Well (as
described in paragraph 5a), is timely drilled to
Contract Depth and qualifies as a well capable of
producing in paying quantities in accordance with 30
CFR 250.115 or 30 CFR 250.116 and Newfield completes
said well and produces hydrocarbons to sales (an
"Earning Well"), Newfield, depending on the final
participation interest of the parties, shall earn an
assignment of a minimum fifty percent (50%) of the
Participating WC 593 Owners' operating rights in the
WC 593 Acreage from the surface down to the base of
the deepest productive interval in said well and its
stratigraphic equivalent, plus one hundred (100)
feet, such depth and portion of the WC 593 Acreage to
be referred to herein as the "Contract Area";
(iii) Except as provided in this Option Agreement, all
operations will be governed by a mutually acceptable
operating agreement covering the Contract Area,
designating Newfield as Operator, under which
Newfield and any Participating WC 593 Owner each own
their respective interests in the Contract Area; and
(iv) Newfield and any Participating WC 593 Owner shall in
good faith and in a timely manner negotiate and
execute a comprehensive and mutually acceptable
participation agreement consistent and in line with
the terms hereof, including the operating agreement
referred to immediately above; or
WC 593 Option Agreement
January 17, 2006
Page 3
(b) Farmout to Newfield the WC 593 Acreage. If a WC 593 Owner
elects not to participate in the Initial Test Well ("Non-Participating WC 593
Owner"), then:
(i) The Non-Participating WC 593 Owner shall designate
Newfield as Operator of the WC 593 Acreage for the
purposes of drilling the Initial Test Well, except as
to aliquots and/or wellbores associated with WC 593
Owners's existing West Cameron Block 593 production
operations located on the WC 593 Acreage, if any;
(ii) If the Initial Test Well, or its Substitute Well (as
described in paragraph 5a), is an Earning Well,
Newfield shall earn an assignment of one hundred
percent (100%) of each Non-Participating WC 593
Owner's operating rights in the WC 593 Acreage from
the surface down to the base of the deepest
productive interval in said well and its
stratigraphic equivalent, plus one hundred (100)
feet;
(iii) Newfield will have the option to earn rights to
deeper depths in the WC 593 Acreage by commencing
drilling operations on or before one (1) year from
the date on which the drilling rig is released from
the Earning Well. Any such additional well to earn
the deeper rights shall be drilled in accordance with
all of the terms and conditions of this Option
Agreement, except that the Contract Depth shall be
revised, as appropriate. Failure to drill or
participate in the drilling of an optional deeper
test well during said period shall result in loss by
Newfield of any further option to earn such deeper
rights;
(iv) The Non-Participating WC 593 Owners shall retain a
8.3333% of 6/6ths overriding royalty interest
("ORRI") in the earned portions of the WC 593
Acreage, which shall escalate to a 10.0% of 6/6ths
ORRI at Payout (as described below). In the event a
Non-Participating WC 593 Owner owns less than one
hundred percent (100%) of the record title and/or
operating rights interest in the WC 593 Acreage to be
earned by Newfield, the Non-Participating WC 593
Owner's retained ORRI shall be proportionately
reduced.
"Payout" shall be defined as that point in time when
Newfield has recouped from the value of production
from the Initial Test Well (after deducting Lessor's
royalty, operating expenses, the Non-Participating WC
593 Owner's retained ORRI described herein and taxes
on production including windfall profits, if any) the
costs of drilling, testing, completing and equipping
the Initial Test Well, including all costs associated
with the installation or upgrade of necessary
platforms, pipeline, umbilicals and facilities;
(v) Newfield agrees to fully indemnify, defend and hold
harmless any Non-Participating WC 593 Owner against
all claims, suits, costs, expenses,
WC 593 Option Agreement
January 17, 2006
Page 4
damages or other liabilities, including attorney's
fees, which arise of any Newfield operations or
activities pursuant to this Option Agreement; and
(vi) Newfield and any Non-Participating WC 593 Owner shall
in good faith and in a timely manner negotiate and
execute a comprehensive and mutually acceptable
farmout agreement consistent and in line with the
terms hereof.
4. Production Handling. Regardless of whether the WC 593 Owners elect to
participate or to farmout under paragraph 2 above, but subject to there being
sufficient excess capacity over and above WC 593 Owners' existing and future
capacity needs at such platform, if requested by Xxxxxxxx, XX 593 Owners will
provide production handling services for Newfield's production obtained pursuant
to this Option Agreement at West Cameron Block 593 "A" Platform. The parties
agree that if such services are requested by Newfield and there is available
capacity at the time of the request, the parties will negotiate and execute a
mutually acceptable production handling agreement, and the following terms will
be incorporated therein:
$0.15/MCF
$1.00/bbl oil
$1.00/bbl water
$0.05/mcf/stage compression, if available
$10,000/month minimum processing fee
No hook-up fee
$15,000 contract operating/pumping fee
5. General Terms and Conditions. Regardless of whether WC 593 Owners agree
to participate or to farmout under paragraph 2 above, the parties agree that:
(a) Newfield will have the option to commence the drilling of
another well (a "Substitute Well") in the event the Initial Test Well is unable
to reach Contract Depth due to conditions beyond Newfield's control as a prudent
operator, within ninety (90) days of the date the rig is released on the well.
If the Initial Test Well, or any Substitute Well therefor, reaches Contract
Depth but does not qualify as an Earning Well, Newfield shall have ninety (90)
days after the plugging and abandonment of such well to commence the drilling of
an additional well in an attempt to earn an interest in the WC 593 Acreage.
(b) Subject to weather conditions, rig availability and the
acquisition of all necessary permits, Newfield, notwithstanding any other
provision herein, must commence, or cause to be commenced, the drilling of the
Initial Test Well within one hundred fifty (150) days after execution of this
Option Agreement at a location of its choice on the WC 593 Acreage. Drilling of
the Initial Test Well shall thereafter continue in a workmanlike manner to
Contract Depth with the option to drill the Initial Test Well or subsequent
xxxxx to a deeper depth. Newfield's only penalty for failure to commence the
Initial Test Well as provided herein shall be loss of all rights to earn an
interest in the WC 593 Acreage.
(c) Newfield shall not earn an interest in nor assume any
additional liability associated with any well, platform, facility, or pipeline
currently located on the WC 593 Acreage, except as
WC 593 Option Agreement
January 17, 2006
Page 5
may be provided under any production handling agreement or platform sublease
agreement that may be entered into pursuant to this Option Agreement. WC 593
Owners shall retain one hundred percent (100%) of its rights and interests in
any such well, platform, facility or pipeline currently located on the WC 593
Acreage, including the obligation to abandon same.
(d) Newfield shall not drill and produce, or cause to be drilled
and produced, from the WC 593 Acreage any reserves that are being produced or
capable of being produced by recompletion or other means of recovery from WC 593
Owners' existing xxxxx in the WC 593 Acreage.
(e) The terms of this Option Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. No assignment shall be effective without the prior written approval of
the non-assigning party, which approval shall not be unreasonably withheld.
(f) Any assignment earned by Newfield under this Option Agreement
shall be without warranty of title, either express or implied, except for a
limited warranty by, through or under WC 593 Owners, but not otherwise.
(g) For the purpose of giving notice of termination, or any other
notice that may be necessary in the performance of this Option Agreement, notice
shall be deemed delivered when received. Notice shall be given at the following
addresses until written notice is provided by either Party to the other of a
change of such address:
Forest Energy Resources, Inc. Northstar Gulfsands, LLC
x/x Xxxxxx Xxx Xxxxxxxxxxx 00 Xxxxxxxx Xxxxx
000 00xx Xxxxxx, Xxxxx 0000 Xxxxx 0000
Xxxxxx, XX 00000 Xxxxxxx, XX 00000
ATTN: Xxx Xxxxxx ATTN: Xxxxxxxxx Xxxxxxx
Phone: 000-000-0000 Phone: 000-000-0000
Fax: 000-000-0000 Fax: 000-000-0000
Newfield Exploration Company
000 X. Xxx Xxxxxxx Xxxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, XX 00000
ATTN: Xxxxxxxxx Xxxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
(h) Notwithstanding anything herein to the contrary, this Option
Agreement is subject to the parties entering into a mutually acceptable
comprehensive farmout, participation agreement and operating agreement, as
applicable.
WC 593 Option Agreement
January 17, 2006
Page 6
If the terms and conditions described above are acceptable, please indicate your
agreement by signing in the space provided below and returning a signed copy of
this letter to the attention of the undersigned.
We appreciate your consideration of this proposal and look forward to hearing
from you soon. Should you have any questions regarding this proposal, please
contact the undersigned at (000) 000-0000. Upon your acceptance of this
proposal, please so indicate by signing in the space provided below and
returning one copy of this letter via facsimile at (000) 000-0000.
Sincerely,
/s/ XXXXXXXXX X. XXXXXXXX
---------------------------------
Xxxxxxxxx X. Xxxxxxxx
CBL/rv
AGREED AND ACCEPTED this 26 day of January, 2006.
FOREST ENERGY RESOURCES, INC.
By: /s/ X.X. XXXXXX
-----------------------------
X.X. Xxxxxx
AGREED AND ACCEPTED this 30 day of January, 2006.
NORTHSTAR GULFSANDS, LLC
By: /s/ XXXXXXXXX XXXXXXX
-----------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
EXHIBIT "B"
Attached to and made a part of that certain
Participation Agreement dated effective
June 20, 2006, by and between
Newfield Exploration Company and
Ridgewood Energy Corporation
NEWFIELD
[GRAPHIC OMITTED]
July 7, 2006
Mariner Energy Resources, Inc. Gulfsands Petroleum USA, Inc.
0000 Xxxx Xxx Xxxxxxx Xxxxxxx Xxxxx 3050 Post Oak Boulevard
Suite 100 Suite 1700
Houston, Texas 77042 Xxxxxxx, XX 00000
Attn: Xx. Xxx Xxxxxxx Attn: Ms. Xxxxx Xxxxx
Re: Farmout Agreement covering
Xxxx Xxxxxxx Xxxx Xxxxx 000
XXX-X 02023
Federal Offshore Louisiana
Ladies and Gentlemen:
Mariner Energy Resources, Inc. ("Mariner") and Gulfsands Petroleum USA,
Inc. ("Gulfsands") are the owners of the oil and gas lease described below,
situated Offshore Louisiana ("Lease"):
OCS-G 02023 dated effective February 1, 0000, xxxxxxx xxx Xxxxxx Xxxxxx
xx Xxxxxxx, as LESSOR, and Texas Eastern Exploration Co., et al, as
LESSEES, covering All of Block 593, West Cameron Area, South Addition,
containing 5,000 acres, more or less; limited specifically to the South
Half of the Block. (the "Contract Area").
Mariner and Gulfsands are sometimes referred to herein as "Farmors":
Upon acceptance of this Farmout Agreement ("Agreement"), Farmors grant
to Newfield Exploration Company ("Newfield"), the right to acquire certain
interests in the Lease, under the terms and conditions set out below. Farmors
and Newfield are herein sometimes referred to collectively as "Parties" and
individually as "Party".
Newfield represents and warrants to Farmors that Newfield is duly
qualified with the United States Minerals Management Service (the "MMS") to do
business in the Outer Continental Shelf, Gulf of Mexico ("OCS").
Newfield represents and warrants to Farmors that any third party
Newfield submits to Farmors to be designated "Operator" for operations hereunder
shall be duly qualified with the MMS to do business on the OCS and duly
qualified to operate on the OCS.
This Agreement implements an election by Farmors not to participate in
Newfield's proposed OCS-G 02023 Well No. 5 ("Initial Test Well").
I.
INITIAL TEST WELL
-----------------
On or before August 31, 2006, Newfield shall commence actual drilling
operations for the West Cameron 593 (OCS-G 02023) No. 5 Well at an approximate
surface location of 3,850' FSL and 3,650'
Newfield Exploration Company 363 N. Xxx Houston Pkwy E. Suite 2020
Houston, Texas 00000 (000) 000-0000 Fax (000) 000-0000.
WC 593 Farmout Agreement
July 7, 2006
Page 2
FEL of West Cameron 593 and bottom-hole location of 3,850' FSL and 3,650' FEL of
West Cameron 593 ("Initial Test Well"). The Initial Test Well shall be drilled
to an approximate depth of 12,700' MD/TVD, or a depth sufficient to test the
"K-1" Sand Horizon as seen at 13,239' - 13,367' MD on that certain Induction
Spherically Focused/Sonic Log for the OCS-G 02023 No. A-5 Well (API No.
17-702-40398-00), whichever depth is shallower ("Contract Depth").
The Initial Test Well, Additional Well or any Substitute Well (defined
in Article II below) drilled under the terms of this Agreement, shall be drilled
free of any cost and/or liability of any Kind or character to Farmors, and all
risk, liability, costs or expenses incurred in connection with drilling,
testing, completing, and associated tie-in of said well or xxxxx and/or plugging
or abandoning said well or xxxxx shall be borne solely by Newfield, except as
provided below.
Newfield shall not be obligated to drill or commence drilling the
Initial Test Well or any other well under the terms of this Agreement. If
Newfield fails to commence drilling the Initial Test Well, Newfield will suffer
no penalty other than the forfeiture of all rights under this Agreement.
II.
SUBSTITUTE WELL and ADDITIONAL WELL(S)
--------------------------------------
If, during the drilling of the Initial Test Well, Newfield encounters
impenetrable substances or conditions, including loss of the hole due to
mechanical difficulties, which in the opinion of a reasonably prudent Operator
under the same or similar conditions would render further drilling impracticable
or hazardous, and such condition prevents further drilling of the well, or if
such well fails to qualify as a well capable of producing oil or gas in
commercial quantities pursuant to 30 CFR ss.250.115 or 30 CFR ss.250.116,
Newfield may commence a "Substitute Well", provided actual drilling of this
Substitute Well is commenced within ninety (90) days after release of the
drilling rig used for the said Initial Test Well or any Substitute Well, and is
drilled pursuant to all the terms and provisions of this Agreement applicable to
the well for which it is substituted.
If the Initial Test Well or any Substitute Well therefore, reaches
Contract Depth but does not qualify as an Earning Well as described in Section
III below, Newfield shall have the continuing right to drill "Additional
Well(s)" on the Contract Area provided that each such Additional Well shall be
subject to all the terms and provisions of this Agreement, and further provided
that Newfield commences actual drilling operations on such Additional Well
within ninety (90) days from plugging and abandonment of the prior well.
Newfield will have the option to earn additional rights to deeper
depths in the Contract Area by commencing drilling operations on an Additional
Well or before one (1) year from the date on which the drilling rig is released
from the Earning Well. Any such Additional Well shall earn the deeper rights in
the same manner as provided for the Earning Well. Failure to drill or
participate in the drilling of such an Additional Well during said period shall
result in such deeper rights being eliminated from the Contract Area.
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WC 593 Farmout Agreement
July 7, 2006
Page 3
III.
INTEREST EARNED
---------------
Should Newfield drill the Initial Test Well, Substitute Well or
Additional Well to Contract Depth, comply with the terms of this Agreement,
obtain MMS determination that said well is a well capable of commercial
production as provided under 30 CFR ss.250.115 or 30 CFR ss.250.116, and
Newfield completes said well and produces hydrocarbons to sales, then said well
shall be deemed the "Earning Well" and once Newfield has supplied Farmors with a
request for assignment, Farmors shall execute and deliver an "Assignment"
assigning to Newfield an interest in the operating rights to the Contract Area.
The Assignment shall:
A. Be prepared by Farmors, with the effective date of the Assignment being
the date of completion of the well.
B. Be without warranty of title, statutory, express or implied, other than
by, through and under the Farmors, and subject only to the MMS reserved
royalty interest, and the overriding royalty interest reserved by
Farmors as provided Section III(F) below.
C. Be subject to the approval of the authorized officer of the MMS.
D. Convey to Newfield all of Farmor' interest in and to the operating
rights in the Contract Area, from the surface down to the base of the
deepest productive interval in said well and its stratigraphic
equivalent, plus one-hundred (100) feet.
E. Reserve to Farmors all rights to drill through the Assigned Premises in
order to explore, develop and/or operate all rights owned by the
Farmors below the Assigned Premises or on lands pooled, or to be
pooled, unitized or communitized therewith. Any operations conducted by
Farmors on the Assigned Premises shall not unreasonably interfere with
the operations of Newfield.
F. Farmors shall retain an 8.3333% of 6/6ths overriding royalty interest
("ORRI") in the earned portions of the WC 593 Acreage, which shall
escalate to a 10% of 6/6ths ORRI at Payout (as described below). In the
event the Farmors own less than one hundred percent (100%) of the
record title and/of operating rights interest in the WC 593 Acreage to
be earned by Newfield, the Farmors retained ORRI shall be
proportionately reduced.
"Payout" shall be defined as that point in time when Newfield has
recouped from the value of production from the Initial Test Well (after
deducting Lessor's royalty, operating expenses, the Farmors' retained
ORRI described herein and taxes on production including windfall taxes,
if any) the costs of drilling, testing, completing and equipping the
Initial Test Well, including all costs associated with the installation
or upgrade of necessary platforms, pipeline, umbilicals and facilities.
G. Farmors' ORRI shall be computed in the same manner and paid at the same
time as the Lessor's royalty under the Lease and shall be free and
clear of all royalty (other than MMS royalty), overriding royalty, and
other burdens associated with production and all costs and expenses of
drilling and production, except that the ORRI shall be charged with and
bear its proportionate part of ad valorem, production severance,
excise, and other similar taxes on production. In the event the
interest owned by Farmors in the Assigned Premises is less than a full
leasehold interest, then the
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WC 593 Farmout Agreement
July 7, 2006
Page 4
ORRI retained by Farmors and the interest earned by Newfield shall each
be proportionately reduced.
X. Xxxxxxxx shall not earn an interest in nor assume any additional
liability associated with any well, platform, facility or pipeline
currently located on the Contract Area. Newfield shall not drill and
produce or cause to be drilled and produced, from the Contract Area,
any reserves that are being produced or capable of being produced from
Farmors' existing xxxxx in the Contract Area, or by any other means
including, but not limited to recompletion of existing xxxxx or the
drilling of new xxxxx for reserves that are capable of being produced
in existing xxxxx. Farmors shall not drill and produce or cause to be
drilled and produced, any new xxxxx in the Contract Area which would
compete with and drain reserves discovered by any xxxxx drilled
pursuant to this Agreement.
IV.
INFORMATION REQUIREMENTS
------------------------
Farmors shall be given all information obtained as set forth in Exhibit
"A", attached hereto. Farmee shall notify Farmors at least twenty-four (24)
hours in advance of any coring, logging or testing operations so that Farmors
may have representatives present during such operations.
V.
CONFIDENTIALITY
---------------
A. The term "Confidential Information" shall include any geological,
geophysical, engineering, technical, production test, exploratory, or
reservoir information, or any logs or other information delivered to
Farmors by Newfield pursuant to Article IV above. Confidential
Information shall be the property of the Parties and shall be
maintained by Farmors as confidential for a period of two (2) years
from the date delivery of the Confidential Information to Farmors or
until such information is made public by a governmental authority,
whichever is earlier. Each Farmor shall use at least the same degree of
care in protecting the Confidential Information as it uses in
protecting its own proprietary materials.
B. Farmors shall not have any obligation to limit disclosure or use of any
portion of Confidential Information which:
1. is already in Farmors' possession prior to receipt hereunder;
2. is now in or hereafter becomes publicly available through no
fault of the Farmors;
3. is disclosed to Farmors without obligation of confidence by a
third party which has the right to make such disclosure; or
4. is independently developed by or for the Farmors without
reference to Confidential Information received under this
Agreement.
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WC 593 Farmout Agreement
July 7, 2006
Page 5
C. Any Party may make Confidential Information available to third parties
without the consent of the other Parties as follows:
1. To a consultant or engineering firm for hydrocarbon reserve or
other technical evaluation, analysis or interpretation or for
reprocessing, provided that such consultant or engineering
firm is not allowed to retain a copy of the Confidential
Information after completion of its services and agrees in
writing to treat it as confidential.
2. To show, but not provide copies, to a third party with which a
Party is negotiating sale of all or part of its interest in
the Contract Area, or a possible merger or consolidation or
sale of its business operations; provided that such third
party or parties agree in writing to hold all such
Confidential Information in confidence. In the event of
completion of a transaction contemplated by this Section
V.C.2., a copy of all Confidential Information may be provided
to the successor in interest of such Party and such Party may
also retain copies of the Confidential Information with all
the rights and obligations which it had prior to the
completion of the transaction.
3. To show, but not provide copies, to any third parry or parties
with which it is negotiating an agreement relating to the
development, including transportation or sale, of oil, gas or
other minerals in, on or under any region which is
geologically related to the area described in the Contract
Area.
4. To show and provide copies of the Confidential Information to
affiliates or financial institutions provided that such
affiliates or financial institutions agrees to be bound by the
confidentiality provisions of this Agreement.
5. To show the Confidential Information to and provide copies
thereof to agencies of federal and state governments having
jurisdiction to the extent required by applicable law, rule or
regulation, provided that such Party shall take all actions to
require the confidential treatment of the Confidential
Information which must be disclosed.
VI.
CONSENT TO ASSIGN
-----------------
Except for assignments to affiliates of Newfield, internal partners of
Newfield or financial institutions as part of a financing arrangement, Newfield
may not assign any rights under this Agreement without the prior written consent
of Farmors, and any assignment made without such consent shall be void. Should
Newfield request Farmors' consent to assign to a willing and financially able
party, Farmors' consent shall not be unreasonably withheld.
5
WC 593 Farmout Agreement
July 7, 2006
Page 6
VII.
INDEMNITY
---------
NEWFIELD SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD FARMORS, THEIR
AFFILIATES AND CONTRACTORS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, OR REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, SUCCESSORS
AND ASSIGNS HARMLESS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FROM AND AGAINST
ANY CLAIMS, LIABILITIES, AND LOSSES FOR INJURY, DEATH OR DAMAGE OF EVERY KIND
AND CHARACTER TO PERSONS, PROPERTY OR THE ENVIRONMENT (INCLUDING, BUT NOT
LIMITED TO THE COST OF LITIGATION AND ATTORNEY'S FEES INCURRED IN CONNECTION
WITH THE SAME) ARISING OUT OF OR IN CONNECTION WITH NEWFIELD'S OPERATIONS UNDER
THE TERMS OF THIS AGREEMENT, INCLUDING CLAIMS DERIVING FROM ACTS OF FARMORS,
THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, CONTRACTORS,
SUBCONTRACTORS, SUCCESSORS AND ASSIGNS; OR NEWFIELD, ITS DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR REPRESENTATIVES, CONTRACTORS, SUBCONTRCTORS, SUCCESSORS,
AND ASSIGNS; PROVIDED THAT IF ANY SUIT IS FILED ON ANY CLAIM, NEWFIELD SHALL
IMMEDIATELY NOTIFY FARMORS AND PERMIT FARMORS TO PARTICIPATE IN THE DEFENSE
THEREOF WITHOUT WAIVER OR IMPAIRMENT OF NEWFIELD'S INDEMNITIES TO FARMORS;
HOWEVER, THE ABOVE SHALL NOT APPLY TO FARMORS IN THE EVENT OF A FARMOR'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
VIII.
ASSUMPTION OF LIABILITIES
-------------------------
It is understood that Newfield shall assume all duties,
responsibilities and liabilities in connection with all of its operations on the
Lease and that Newfield shall perform all duties and make any and all filings
and reports as necessary and obtain all necessary permits in connection with the
drilling and plugging and abandoning of any well or xxxxx drilled under the
terms of this Agreement. Newfield does hereby agree to defend, indemnify,
release and hold harmless Farmors from and against any such duties,
responsibilities and liabilities.
IX.
SEVERAL LIABILITY
-----------------
The Parties hereby agree that the respective obligations and
liabilities of the Parties under this Agreement shall be several, not joint or
collective, and each Party shall be responsible for its own obligations. It is
not the intention of the Parties to create, nor shall this Agreement be
construed as creating, a mining or other partnership, agency or association
between the Parties or to render them liable as partners, agents or associates.
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WC 593 Farmout Agreement
July 7, 2006
Page 7
X.
COMPLIANCE
----------
Newfield shall comply with all laws and regulations applicable to any
activities carried out by Newfield under the provisions of this Agreement and
any amendments hereto. Newfield agrees to immediately notify Farmors of any
material failures to comply with applicable laws or regulations, AND AGREES TO
RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS EACH FARMOR FROM AND AGAINST ANY
AND ALL LOSSES, LIABILITIES, CLAIMS, DEMANDS, ORDERS, JUDGMENTS, NOTICES,
DAMAGES OR OTHER MATTERS, WHETHER SIMILAR OR DISSIMILAR IN NATURE WHICH MAY
ARISE FROM NEWFIELD'S FAILURE TO COMPLY WITH SUCH LAWS AND REGULATIONS.
XI.
INSURANCE
---------
At all times while operations are being conducted hereunder, Farmee
shall provide or cause to be provided insurance in accordance with Exhibit "B",
attached hereto, and incorporated herein. Farmee shall use commercially
reasonable efforts to require its contractors and subcontractors or third
parties performing work on the Farmout Lands to provide such insurance as Farmee
deems to be reasonable and consistent with requirements set forth in Exhibit "B"
in relation to the work to be performed by said contractors, subcontractors or
third parties.
XII.
REPORTING ACCURACY
------------------
All financial settlements, xxxxxxxx and reports rendered to Farmors by
Newfield and all bills given to Newfield by Farmors pursuant to this Agreement
and/or any amendments, shall reflect properly the facts about all activities and
transactions. Each Party agrees to notify the other Party promptly upon
discovery of any instance where it has reason to believe data supplied is no
longer accurate or complete.
XIII.
AUDIT RIGHTS
------------
Farmors, upon written notice to Newfield, shall have the right, for a
period of twenty-four (24) months from the end of the calendar year in which a
payout statement or ORRI disbursement is or should have been received, to audit
Newfield's records of all proceeds, operating expenses and any other data or
information attributable to such payout statement or ORRI disbursement and the
rights of Farmors pursuant to this Agreement.
7
WC 593 Farmout Agreement
July 7, 2006
Page 8
XIV.
WELL TAKEOVER
-------------
If, prior to earning an Assignment in and to the Contract Area as
provided herein, Farmee elects to: (i) plug and abandon the Initial Test Well
drilled hereunder; and (ii) not drill a Substitute Well therefor; then Farmee
shall give written notice thereof and a copy of such well's final electric log
to Farmors. Within twenty-four (24) hours after Farmors' receipt of such notice
and log, Farmors shall give notice if they elect to take over such well, and, as
to such well only, succeed to Farmee's interest therein and conduct such further
operations as Famors may wish to conduct within such Farmout Lands. Farmors
shall thereupon, at their sole cost, risk and expense, take immediate possession
of such well and of materials, equipment and facilities owned or controlled by
Farmee located at the well site and which may be useful in connection with
further operations on such well. To the extent that Farmors use any such
materials and equipment in their testing, deepening, sidetracking, evaluating or
completion operations in connection with the Initial Test Well, Farmors will
reimburse Farmee as follows:
(a) The reasonable net salvage of pipe and any other materials in
the well that could have been recovered by Farmee, if Farmors
had not taken over such well.
(b) A reasonable charge for the use of Farmee's drill pipe,
machinery and equipment, to compensate Farmee for the normal
wear and tear resulting from Farmors' use thereof.
(c) A reasonable compensation for any of Farmee's materials
located at the well site, which will have no salvage value
after being used by Farmors.
Upon taking over the well, Farmors shall proceed to conduct all subsequent
operations in and on such well and, as of the date of such notice of takeover,
shall (i) own one hundred percent (100%) of the working interest in such well
and (ii) be responsible for and bear the entire risk and expense of further
operations in connection with such well, including, but not limited to, the cost
of completion or abandonment of such well and its associated facilities and
equipment. If Farmors complete such well as producers, Farmors will own
exclusively, subject to the applicable terms and provisions of this Agreement,
the well, wellbore, all associated facilities and equipment and all production
therefrom, regardless of the depth of the well, and Farmee shall, upon request
from Farmors, furnish Farmors with such documents in recordable form as may be
required to perfect title to such well, wellbore and all associated facilities
and equipment and production therefrom. The provisions of this section shall not
apply to operations proposed by Farmee to plug back and/or sidetrack a well
drilled pursuant to this Agreement.
XV.
RIGHTS TO PRODUCTION
--------------------
Each Party shall own and have the right to receive in-kind and to
separately dispose of its proportionate share of the oil and gas production from
the Assigned Premises.
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WC 593 Farmout Agreement
July 7, 2006
Page 9
XVI.
LEASE MAINTENANCE PAYMENTS
--------------------------
Prior to the time Newfield receives an Assignment under this Agreement,
Mariner shall pay any rentals and/or minimum royalty necessary to perpetuate the
Lease. Subsequent to such Assignment, Mariner will continue to make such
payments; provided however, Mariner may be relieved of such obligation at such
time as all xxxxx on the Lease in which Farmors have a working interest are no
longer capable of producing in Farmors' judgment and Farmors give Newfield
notice at least sixty (60) days prior to any payment due date, and thereafter
Newfield shall be responsible for such payments. Any payments made by Mariner
prior or subsequent to any Assignment hereunder, shall be reimbursed to Mariner
by Newfield within thirty (30) days of its receipt of invoice for such payment.
Upon the written request of a non-paying Party, the Party responsible for making
the rental or minimum royalty payments shall provide proof of any such payment.
Should Farmee at any time intend to release, surrender, abandon or
allow to terminate (whether by cessation of production, nonpayment of rentals or
otherwise) such rights, Farmee shall give written notice thereof to Farmors at
least sixty (60) days prior to the date of any such intended release, surrender
or abandonment, or the date on which same would terminate. Farmors shall, within
fifteen (15) days after receipt of any such notice, notify Farmee whether or not
Farmors desire to receive a reassignment of such rights. If Farmors notifies
Farmee of their desire to receive such reassignment, Farmee shall execute and
deliver to Farmors such reassignment in form and substance reasonably
satisfactory to Farmors, free and clear of all liens, claims, mortgages and
other encumbrances against the Lease created by Farmee and which shall be free
and clear of any overriding royalty interest, production payment and other
similar burdens of any kind, created by Farmee, with the exception of lessor's
royalty pursuant to the Lease terms covering such Farmout Lands. No such
reassignment shall, however, relieve Farmee (1) of the obligation to plug and
abandon any xxxxx drilled by Farmee on the premises covered by such
reassignment, at Farmee's sole risk and cost and in strict accordance with all
applicable laws and applicable rules, regulations and orders of governmental
authorities, or (2) of any other obligation imposed upon Farmee by the
Agreement, unless Farmors specifically agrees in writing to assume such
obligations.
XVII.
APPLICABLE LAW
--------------
THE LEASE AND ALL OPERATIONS CONDUCTED HEREUNDER BY NEWFIELD SHALL BE
SUBJECT TO ALL VALID AND APPLICABLE FEDERAL LAWS, RULES, REGULATIONS AND ORDERS
("FEDERAL LAW"). TO THE EXTENT REQUIRED BY FEDERAL LAW, THE LAWS OF THE STATE
ADJACENT TO THE LEASE SHALL APPLY. THIS AGREEMENT SHALL OTHERWISE BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS,
EXCLUSIVE OF ANY PROVISIONS THAT WOULD DIRECT THE APPLICATION OF THE SUBSTANTIVE
LAW OF ANY OTHER JURISDICTION. In the event this Agreement or such operations,
or any part thereof, contemplated hereby are found to be inconsistent with or
contrary to any such laws, rules, regulations or orders, the laws, rules,
regulations or orders shall be deemed to control and this Agreement shall be
regarded as modified accordingly and as so modified shall continue in full force
and effect.
9
WC 593 Farmout Agreement
July 7, 2006
Page 10
XVIII.
MISCELLANEOUS
-------------
A. Except as otherwise provided for in this Agreement, this Agreement
contains and comprises the entire agreement between the Parties
regarding the Lease and Contract Area and supersedes any previous
negotiations or documents related thereto. Any amendments, changes or
modifications to the rights and obligations of the Parties hereto shall
be in writing and shall be effective only when agreed in writing by all
Parties. Farmors make no warranty, statutory, express or implied, with
respect to its ownership in the Lease, except by, through or under
Farmors.
B. The section headings used herein 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 particular
topic are to be found in any particular section.
C. All notices given hereunder, except information as specified in Exhibit
"A", shall be given to the Parties at the following addresses:
Mariner Energy, Inc. Gulfsands Petroleum USA, Inc.
0000 X. Xxx Xxxxxxx Xxxxxxx Xxxxx 0000 Xxxx Xxx Xxxxxxxxx
Xxxxx 0000 Xxxxx 0000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
ATTN: Xxx Xxxxxxx ATTN: Xxxxx Xxxxx
Telephone: (000) 000-0000 Phone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
Newfield Exploration Company
000 X. Xxx Xxxxxxx Xxxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, XX 00000
ATTN: Xxxxxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices hereunder shall be deemed given for all purposes if in
writing and delivered personally, sent by documented mail or overnight
delivery service or, to the extent receipt is confirmed, telecopy,
facsimile or other electronic transmission service to the appropriate
address or number set forth above, and deemed delivered when received.
D. All obligations imposed by this Agreement on each Party, except for the
payment of money and providing of indemnification, shall be suspended
and all periods of time for exercising any rights hereunder shall be
extended while compliance is prevented, in whole or in part, by a labor
dispute, fire, flood, hurricane, war, civil disturbance, or act of God;
by laws; by governmental rules, regulations, or orders; by governmental
action or governmental delay; by inability to obtain a rig or secure
materials; or by any other cause, whether similar or dissimilar, beyond
the reasonable control of the said Party; provided, however, that
performance shall be resumed within a reasonable time after such cause
has been removed; and provided further that no Party shall be
10
WC 593 Farmout Agreement
July 7, 2006
Page 11
required against its will to settle any labor dispute ("Force
Majeure"). Whenever a Party's obligations or rights are suspended or
extended hereunder, such Party shall immediately notify the other
Party, giving full particulars of the reason for such suspension or
extension, and such Party shall thereafter diligently endeavor to
remove or correct the cause of such Force Majeure event as soon as
reasonably possible.
E. Any overriding royalty, production payment, or net profits interest
burden that may be created subsequent to the date of this Agreement
other than the ORRI reserved by Farmor under this shall not burden, in
any manner, the interests that Newfield may earn.
F. The Exhibits to this Agreement, listed below, are hereby incorporated
herein for all intents and purposes.
Exhibits "A"- Well Information
Exhibit "B"- Newfield's Insurance Provisions
If the foregoing terms and conditions are acceptable to Mariner and
Gulfsands, please indicate your agreement by signing in the space provided below
and returning a signed copy via telefax to (000) 000-0000. Should you have any
questions regarding this Agreement, please contact Xx. Xxxxxxxxx Xxxxxxxx at
(000) 000-0000.
Sincerely,
/s/ XXXX X. XXXXX
---------------------------------------
Xxxx X. Xxxxx
General Manager - GOM
AGREED TO AND ACCEPTED this 4th day of August, 2006.
MARINER ENERGY, INC. GULFSANDS PETROLEUM USA, INC.
By: /s/ M.C. Vanden Bold By:
------------------------------ --------------------------------
Name: M.C. Vanden Bold Name:
---------------------------- ---------------------------
Title: Sr. V. P. Title:
---------------------------- -------------------------
11
WC 593 Farmout Agreement
July 7, 2006
Page 11
required against its will to settle any labor dispute ("Force
Majeure"). Whenever a Party's obligations or rights are suspended or
extended hereunder, such Party shall immediately notify the other
Party, giving full particulars of the reason for such suspension or
extension, and such Party shall thereafter diligently endeavor to
remove or correct the cause of such Force Majeure event as soon as
reasonably possible.
E. Any overriding royalty, production payment, or net profits interest
burden that may be created subsequent to the date of this Agreement
other than the ORRI reserved by Farmor under this shall not burden, in
any manner, the interests that Newfield may earn.
F. The Exhibits to this Agreement, listed below, are hereby incorporated
herein, for all intents and purposes.
Exhibits "A"- Well Information
Exhibit "B"- Newfield's Insurance Provisions
If the foregoing terms and conditions are acceptable to Mariner and
Gulfsands, please indicate your agreement by signing in the space provided below
and returning a signed copy via telefax to (000) 000-0000. Should you have any
questions regarding this Agreement, please contact Xx. Xxxxxxxxx Xxxxxxxx at
(000) 000-0000.
/s/ XXXX X. XXXXX
----------------------------
Xxxx X. Xxxxx
General Manager - GOM
AGREED TO AND ACCEPTED this 7th day of August, 2006.
MARINER ENERGY, INC. GULFSANDS PETROLEUM USA, INC.
By: By: /s/ XXXXX X. XXXXXX
------------------------------- -------------------------------
Name: Name: Xxxxx X. Xx Xxxx
----------------------------- -----------------------------
Title: Title: Vice President
---------------------------- ----------------------------
11
WC 593 Farmout Agreement
July 7, 2006
Page 11
required against its will to settle any labor dispute ("Force
Majeure"). Whenever a Party's obligations or rights are suspended or
extended hereunder, such Party shall immediately notify the other
Party, giving full particulars of the reason for such suspension or
extension, and such Party shall thereafter diligently endeavor to
remove or correct the cause of such Force Majeure event as soon as
reasonably possible.
E. Any overriding royalty, production payment, or net profits interest
burden that may be created subsequent to the date of this Agreement
other than the ORRI reserved by Farmor under this shall not burden, in
any manner, the interests that Newfield may earn.
F. The Exhibits to this Agreement, listed below, are hereby incorporated
herein for all intents and purposes.
Exhibits "A"- Well Information
Exhibit "B"- Newfield's Insurance Provisions
If the foregoing terms and conditions are acceptable to Mariner and
Gulfsands, please indicate your agreement by signing in the space provided below
and returning a signed copy via telefax to (000) 000-0000. Should you have any
questions regarding this Agreement, please contact Xx. Xxxxxxxxx Xxxxxxxx at
(000) 000-0000.
/s/ XXXX X. XXXXX
----------------------------
Xxxx X. Xxxxx
General Manager - GOM
AGREED TO AND ACCEPTED this_____________________ day of______________, 2006.
MARINER ENERGY, INC. GULFSANDS PETROLEUM USA, INC.
By: By:
------------------------------- -------------------------------
Name: Name:
----------------------------- -----------------------------
Title: Title:
---------------------------- ----------------------------
11
EXHIBIT "A"
-----------
Attached to and made a part of that certain Farmout Agreement
dated July 7, 2006, by and between Mariner Energy, Inc. and
Gulfsands Petroleum USA, Inc. ("Farmors") and
Newfield Exploration Company ('Farmee")
WELL INFORMATION REQUIREMENTS
-----------------------------
(NON-OPERATED)
--------------
The remainder of this page is left blank intentionally
12
EXHIBIT "B"
Attached to and made a part of that certain Farmout Agreement
dated July 7, 2006, by and between Mariner Energy, Inc. and
Gulfsands Petroleum USA, Inc. ("Farmors") and
Newfield Exploration Company ("Farmee")
NEWFIELD EXPLORATION COMPANY'S INSURANCE PROVISIONS
---------------------------------------------------
Newfield shall secure and maintain the following insurance coverages:
A. Worker's Compensation and Employer's Liability Insurance in
accordance with all applicable federal, state and maritime laws (including the
Longshoremen's and Harbor Worker's Act and its extension by the Outer
Continental Shelf Lands Act, the Death on the High Seas Act and the Xxxxx Act)
covering Newfield's personnel, with limits for Employer's Liability Insurance,
including Maritime Employer's Liability, of not less than $1,000,000 per
occurrence. If applicable, such insurance shall include a territorial extension
covering the area of the Gulf of Mexico where the operations under this
Agreement are to be performed.
B. General Liability Insurance, with limits of liability for bodily
injury and property damage of not less than $1,000,000 any occurrence. Such
insurance shall provide coverage for pollution liability and contractual
liability, and should also include the following:
1. Territorial extension to include coverage for the area of the
Gulf of Mexico where the operations under this Agreement are
to be performed.
2. "In rem" endorsement, stating that an action "in rem" shall be
treated as a claim against the insured "in personam".
C. Aircraft Liability Insurance for any of Newfield's operations that
may require the use of aircraft, including helicopters, secured by either
Newfield or the aircraft owner, with a combined single limit of not less than
$5,000,000 per occurrence covering public liability, passenger liability, and
property damage liability. Such insurance shall cover all owned and non-owned
aircraft, including helicopters, used by Newfield in connection with its
operations contemplated in this Agreement.
D. Excess liability insurance over the liability insurance policies
listed above with limits of not less than $25,000,000.
E. During any drilling, completion, plugging, workover or recompletion
activity on any well drilled hereunder, Operator's Extra Expense insurance, with
a minimum limit of $50,000,000, which includes coverage for Control of Well,
Pollution Liability and Cleanup, Care, Custody and Control, Deliberate Well
Firing, Making Xxxxx Safe and voluntary Removal of Wreck/Debris whether such
removal is at the request of a government authority or Farmor.
F. Vessel P&I and Hull Insurance for all vessels owned or operated by
Newfield, its contractors or subcontractors in performance of operations
contemplated with this Agreement secured by either Newfield or the vessel owner.
The Hull insurance shall be in an amount equal to the value of the vessel(s),
and the P&I insurance shall be in an amount equal to the value of the vessel(s)
or $10,000,000, whichever is greater.
G. With respect to its offshore operations, Newfield shall comply with
all applicable governmental regulations including the demonstration of Oil Spill
Financial Responsibility for its offshore facilities. Farmor is under no
obligation to assume OSFR demonstration to the MMS on behalf of Newfield with
respect to the operations contemplated herein, unless otherwise indicated in
this Agreement
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H. Farmee shall submit to Farmors at the time Farmee executes this
Agreement, a Certificate of Insurance evidencing that coverage of the type and
limits set forth hereinabove are in effect. Policies providing such coverages
shall contain provisions that no cancellations or material changes in the
policies shall become effective except on thirty (30) days advance written
notice thereof to Farmor, provided, however, that no such material changes or
cancellations shall relieve Farmee of its obligation to maintain insurance in
accordance with this Exhibit. Irrespective of the requirements as to insurance
to be carried as provided for herein, the insolvency, bankruptcy or failure of
any insurance company carrying insurance of Farmee, or the failure of any
insurance company to pay claims accruing, or the inadequacy of the limits of the
insurance, shall not affect, negate or waive any of the provisions of this
Agreement, including, without exception, the indemnity obligations of Farmee.
Farmee agrees to require any policies of insurance, except Workers' Compensation
coverages, which are in any way related to operations on the Farmout Lands and
that are secured and maintained by Farmee or its subcontractors, to include
Farmors, its Affiliates and their directors, officers, employees and agents, as
Additional Insured to the extent of the liabilities assured by Farmee under this
Agreement, except for Paragraph A and E above. Furthermore, Farmee shall waive
all rights of recovery against Farmors, and their Affiliates which Farmee may
have or acquire because of deductible clauses in or inadequacy of limits of, any
policies of insurance maintained by Farmee.
To the extent of the liabilities assured by Farmee under this Agreement, Farmee
agrees to require all such policies of insurance which are in any way related to
the operations on the Farmout Lands and that are secured and maintained by
Farmee or its subcontractors, to include clauses providing that each underwriter
shall waive its rights of recovery, under subrogation or otherwise, against
Farmor, and their Affiliates and their directors, officers, employees and
agents.
All insurance policies, except Workers' Compensation / Employer's Liability, to
be maintained by Farmee shall be endorsed to provide a Severability of Interests
or Cross Liability Clause; and, provide that the insurance shall be primary and
not excess to or contributing with any insurance or self insurance maintained by
Farmors.
In no event shall the amount or scope of the insurance required by this Exhibit
place any limitation on the liability assumed by Farmee elsewhere in this
Agreement. Any and all deductibles or self-insured retentions in the above
described insurance policies shall be assumed by, for the account of, and at the
sole risk of Farmee.
All limits of insurance as required above may be met through the use of primary
and excess policies at the discretion the Farmee, so long as the total level of
insurance provided is equal to or greater than the amount required by this
insurance Exhibit.
All insurance obligations under this Exhibit shall be independent of the
indemnity obligations contained in the Agreement and shall apply regardless of
whether the indemnity provisions contained in the Agreement are enforceable.
- - -End of Exhibit "B"- - -
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