EXPLORATION AGREEMENT
This Agreement (the "Agreement") is made and entered into as of the effective
date of December 28, 2005 (the "Effective Date") by and between CENTURION GOLD
HOLDINGS INC. ("CENTURION"), a USA company, ESCOPETA OIL CO., LLC, a Texas
Limited Liability Company ("ESCOPETA" or the "COMPANY"), whose address is 0000
Xxxxxxxx, Xxxxx 000, Xxxxxxx Xxxxx 00000 and XXXXXX MINERALS, LLC, a Texas
Limited Liability Company, ("XXXXXX") whose address is 000 Xxxxxx Xx. #0000, Xxx
Xxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000.
RECITALS:
A. Escopeta and Xxxxxx are private companies engaged in Oil and Gas
Exploration, and are the owners of certain Oil & Gas Leases on land
located in the Kenai Peninsula Alaska, U.S.A. and known as the
Kitchen prospects. The leases are as described on Exhibit "A"
hereto, and cover a total of +/-129,618.82 acres of land, located
within the State of Alaska (the "Escopeta Leases").
B. Escopeta owns 75% of the Escopeta Leases (the "Escopeta Interest")
and Xxxxxx owns 25% of the Escopeta Leases (the "Xxxxxx Interest").
C. Centurion is a public company listed on the Nasdaq BB, USA and
wishes to acquire an ownership interest in the Escopeta Leases and
the right to participate in the Escopeta Leases as a strategic
financial partner of Escopeta. Escopeta will be the operator of the
Escopeta Leases.
NOW, THEREFORE, in consideration of the foregoing recitals and the agreements
and covenants herein set forth, the parties, agreeing to be legally bound,
hereto agree as follows:
1) Prior Agreements. The Agreement executed by Escopeta and Centurion
dated October 17, 2005, as well as the Amendment to Agreement
executed November 15, 2005, are both hereby cancelled and have no
force or effect.
2) Transfer of Interests.
a) Escopeta hereby agrees to transfer an undivided 100% of
working interest based on a 75% Net Revenue Interest of the
Escopeta Interest to Centurion, or its assignee, and Xxxxxx
hereby agrees to transfer an undivided 100% of working
interest based on a 75% Net Revenue Interest of the Xxxxxx
Interest to Centurion, or its assignee upon the payment by
Centurion, or its assignee, of the full amounts due on a
timely basis in U.S. Dollars as set forth in Paragraphs 3(a),
3(b), 3(c) and 3(d) below.
b) The transfer will be by recordable Assignments to Centurion,
or its assignee, or another entity agreed to or created by the
parties to this agreement, with a special warranty of title
by, through and under Escopeta and Xxxxxx, as applicable, but
not otherwise.
c) Centurion shall immediately initiate at its own expense the
organization of an entity to be named Escopeta Oil of Alaska,
LTD ("Escopeta Oil of Alaska") or such other name if this name
is refused by the Registrar of Companies, under the laws of
England and Wales, or such other jurisdiction as may be
advised if there are tax advantages to the shareholders in
another jurisdiction, such organization to include all fees,
preparations and documentation qualifying such entity to
present an initial public offering of shares in Escopeta
Alaska ("IPO") upon the London AIM Exchange.
3) Purchase Price.
a) Centurion has paid to Escopeta $125,000.00 as a non-refundable
option payment to obtain the right to pursue the transaction
and acquisition described in this Agreement. All future
payments under this agreement related to the Purchase Price
shall be paid by wire transfer in available U.S. Dollars 100%
to Escopeta to ABA #000000000 Amegy Bank Credit Texas
Community Bank, Houston, Texas, Account #0000000 for further
credit to Escopeta Oil Co., LLC, Account #0000000 or such
other account as Escopeta.
b) Centurion has paid to Escopeta $350,000 as a non refundable
payment to be used by Escopeta for expenses associated with
permitting of the #1 East Kitchen well, #1 Kitchen well, and
the #1 North Alexander well.
c) Centurion has paid to Escopeta an additional $375,000.00 for
expenses related to the State of Alaska rental payments
($300,000.00), and additional permitting costs ($75,000.00).
d) Centurion has paid to Coscol Investment & Development Co. the
sum of $431,000.00 as a down payment for the heavy lift vessel
Tai An Kou.
e) Centurion has paid to Escopeta on behalf of Songa Drilling
Company $250,000.00 as a down payment for the Songa Tellus
xxxx-up rig to be used in the drilling of the Escopeta Kitchen
program.
Centurion has made the payment required by Section 3(a) and 3(b) and
3(c) required under the above on a timely basis, and has also paid
3(d) and 3 (e).
f) On or before May 30th, 2006 or within 5 days of IPO flotation
on the London AIM Market, Centurion agrees to pay to Escopeta
and Xxxxxx payment for the acreage acquisition cost of
$12,875,000.00.
g) The $12,875,000.00 acreage acquisition cost is for Escopeta
and Xxxxxx'x preliminary lease costs and expenses which have
already been incurred and for Centurion Alaska's purchase of
an undivided 100% working interest, based upon a 75% Net
Revenue Interest in the Escopeta Leases, geological,
engineering and geophysical information related to the
prospects covered by this Agreement, to the extent it is in
the possession of Escopeta or its agents, and the
129,618.82-acre lease position in the Xxxx Inlet Basin,
Alaska.
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In the event Centurion does not timely pay in full the amounts of
all the payments scheduled in Paragraphs 3(f) & 3(g) herein,
Centurion shall be in default, in which case, Escopeta shall have
the right to declare this Agreement and any transfers or
conveyances executed prior to that date to be null and void and of
no further effect, to cancel any documents relating to assignments
of working interests it has prepared, executed, and holds in
trust, and/or to retain all funds previously paid by Centurion as
liquidated damages and not as a penalty. Each of the parties
hereto acknowledge and agree that it would be extremely difficult,
if not impossible to establish with any degree of certainty the
amount, degree, and extent of damages that would be suffered by
Escopeta upon a Centurion default in making any of the payments
provided herein. The parties further agree that the provision for
liquidated damages set forth herein is based upon a good faith
estimate by both parties of what those damages could be; and, they
acknowledge and agree that such estimate is reasonable based upon
the facts as they are presently known.
4) Payment for Drilling Rig. In addition, Centurion, or its assignee,
shall pay to Escopeta and Escopeta shall use an estimated
$5,000,000.00 for the purpose of (a) securing a commitment from a
drilling contractor to provide a xxxx-up rig for drilling the #1
East Kitchen well in the Xxxx Inlet Basin, Alaska during the year
2006 and (b) transporting the xxxx-up rig to the Xxxx Inlet Basin,
Alaska, and (c) the remainder, if any, to be applied to the drilling
of the #1 East Kitchen well. If the estimated costs for securing and
transporting the xxxx-up rig to the Xxxx Inlet Basin are more than
the estimated these costs, then these costs will be invoiced to
Centurion and paid by Centurion within 30 days.
5) Ownership of Escopeta Oil of Alaska. Out of the shares issued in
Escopeta Oil of Alaska, Centurion shall allot or cause to be
allotted the shares as follows: (a) approximately 25% of the issued
shares to the IPO investors; (b) the remaining 75% of the issued
shares shall be divided and issued 25% to Escopeta and Xxxxxx, and
75% to Centurion.
6) Payment for Drilling of #1 East Kitchen Well. Centurion, or its
assignee, shall pay an additional $17,000,000 on or before August 1,
2006 in accordance with the provisions set forth in the Authority
for Expenditure ("A.F.E.") attached hereto as Exhibit "B". These
funds will be used for the drilling, testing, and suspension of the
#1 East Kitchen well. Escopeta will thereafter use commercially
reasonable efforts to pursue with reasonable diligence as a
reasonable and prudent operator the operations and arrangements
necessary to allow commencement of actual drilling on the #1 East
Kitchen Well in the spring of 2006 or 2007. Once drilling commences,
operations will proceed with reasonable diligence until the well is
successfully completed or has been properly plugged and abandoned in
accordance with all applicable rules and regulations. If the costs
for drilling and testing the #1 East Kitchen well are more than the
attached A.F.E., Centurion agrees to pay all costs associated with
the #1 East Kitchen well.
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a) Within 120 days of the completion of the #1 East Kitchen well,
which shall be defined to mean the contemplated drilling, the
setting of casing, and the successful commercial test for oil
or gas, Centurion shall pay to Escopeta and Xxxxxx the
consideration described below. If the #1 East Kitchen well is
deemed to be non-producible, and termed dry and abandoned,
then this obligation shall terminate. However, if a successful
commercial test for oil or gas results,
(i) Centurion shall pay Escopeta and Xxxxxx the sum of
$8,000,000.00 as additional consideration for the
purchase of the Escopeta Leases; and,
(ii) Centurion shall pay Escopeta and Xxxxxx the following
lease acreage costs upon successful oil or gas
completions of the following xxxxx as defined in
paragraph 6(a). In the event any of the above test xxxxx
are considered non-commercial and are plugged and
abandoned as "dry" holes, no bonus will be due to
Escopeta for that particular well. (In the event that a
dry well is drilled on one of the following prospects,
and there is a subsequent successful completion, as
defined above, then the following amounts will be due.)
a.) #1 North Alexander - $2,000,000.00
b.) #1 Kitchen - $3,000,000.00
c.) #0 Xxxxx Xxxxxxx - $2,000,000.00
7) Additional Drilling.
a) The anticipated drilling schedule for the total
Escopeta/Centurion program will be as follows:
1) East Kitchen Spring/Summer of 2006
2) North Xxxxxxxxx Xxxxxx of 2006-2007
3) Kitchen March 0000
0) Xxxxx Xxxxxxx July 2007
b) The North Alexander Prospect will be permitted in the Spring
of 2006, to a depth of +/- 10,000 feet to test the Sterling,
Beluga, Tyonek and Xxxx Island Formations. The North Alexander
Prospect will be drilled in December and January of 2006-2007.
An estimated A.F.E. cost of $5,500,000.00 is attributed to the
#1 North Alexander Prospect. If the costs for drilling and
testing the #1 North Alexander well are more than the attached
A.F.E., Centurion agrees to pay all costs associated with the
#1 North Alexander well.
8) Sharing of Possible State of Alaska Benefits. The parties
acknowledge that under the current laws of the State of Alaska,
certain expenses incurred in connection with development of the
Escopeta Leases may qualify to be refunded or reimbursed by the
State of Alaska or for credits against income taxes otherwise
payable to the State of Alaska. To the extent the parties are able
to qualify and receive credit for such tax credits, Escopeta and
Centurion hereby agree that those tax credits shall be monetized for
the benefit of the joint account by sale or transfer of those
credits to a qualified third party. Any and all consideration
received for or attributable to funds received for reimbursement of
rig mobilization and demobilization costs from other companies as
well as the tax benefits will be paid to Escopeta for the benefit of
the joint account and will be used for additional operations for
100% of the drilling costs or any other expense incurred for the #1
Kitchen, #1 South Kitchen, #1 Xxxxxxxxx xxxxx or other subsequent
operations on the Escopeta Leases.
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9) Backin Working Interests. Escopeta and Xxxxxx will backin after
program payout for 25% of the working interest on all of the leases
as well as drilling and completion of all xxxxx, and all platform
installation, all pipelines, and all facilities and necessary
equipment for the production of any well drilled which is covered by
this Agreement, including all xxxxx in the Kitchen, East Kitchen,
South Kitchen and Alexander Program. Escopeta and Xxxxxx will,
however, bear their full 25% share of all lease operating expenses
and workover and recompletion costs.
10) Informational Meetings and Schedule.
a) Upon reasonable notice by Centurion, Escopeta will use
reasonable efforts to accommodate requests by Centurion to
attend meetings, conferences and/or other similar formally
scheduled events to discuss the progress of the project.
b) Upon reasonable notice by Centurion, Escopeta will use
reasonable efforts to accommodate requests by Centurion for
Escopeta to have completed specific tasks by specifically
scheduled and mutually agreed upon deadlines provided that
Centurion has funded the operations of Escopeta in accordance
with the terms of this Agreement.
11) Accuracy of Information. Centurion represents and warrants to
Escopeta that Centurion or its principals are either experienced and
knowledgeable in the oil and gas exploration and production business
or have access to experienced and knowledgeable professionals and
that they are making this investment decision based on their own due
diligence and economic evaluations. Escopeta represents and warrants
that the information provided to Centurion has been prepared with
reasonable diligence and in accordance with recognized industry
standards and practices. To the actual knowledge of Escopeta, none
of the information provided is materially inaccurate or incomplete.
Subject to those understandings, Centurion shall be entitled to rely
on the completeness, correctness and accuracy of the information
provided by Escopeta in relation to the leases and operational
matters to be managed by Escopeta on a day-to-day basis.
12) Legal Compliance. Escopeta and Centurion each agrees and
acknowledges that they shall comply at all times with all applicable
federal and state laws and adhere to such regulations and guidelines
provided and enforced by any such regulatory bodies in all aspects
of operating the business of Oil and Gas Exploration and Production
and shall pay any and all taxes that fall due on any operations
conducted in Alaska including Payroll taxes.
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13) Authorized Representatives. Centurion shall be duly represented by
its President, or such other person as mutually designated in
writing by both its shareholders who are authorized to commit and
legally bind Centurion and to provide suggestions and
recommendations to Escopeta as needed for Escopeta to provide the
daily operational management of the business. Escopeta shall be duly
represented by its President or other person designated in writing
by the President of Escopeta, who is authorized to commit and
legally bind Escopeta.
14) Expenses.
a) Extraordinary Expenses of Escopeta. Centurion shall pay
Escopeta a fee that will include the payment of certain
reasonable costs and expenses incurred by Escopeta in carrying
out certain duties and obligations pursuant to the provisions
of this Agreement including and not limited to the following
costs and expenses (the "Out-of-Pocket Expenses"):
i) Travel expenses, including but not limited to
transportation, lodging and food expenses, when such
travel is conducted on behalf of the Company.
15) Confidentiality; Return of Escopeta Property.
a) "Confidential Information" of a party means and includes, but
is not limited to, all information about that party,
including, but not limited to, hardware, software, screens,
specifications, designs, plans, drawings, data, prototypes,
discoveries, research, developments, methods, processes,
procedures, improvements, "know-how," trade secrets,
compilations, market research, marketing techniques and plans,
business plans and strategies, customer names and other
information related to customers, price lists, pricing
policies and financial information or other business and/or
technical information and materials, in written, graphic,
machine-readable form or in any other medium. Notwithstanding
anything to the contrary contained in this Agreement,
Confidential Information shall not include any information
that: (i) is in the public domain or becomes generally known
to parties outside of this Agreement on a non-confidential
basis, through no wrongful act of the party to this Agreement
having received such information from the disclosing party;
(ii) is lawfully obtained by either party of this Agreement,
as the case may be, from a party outside of this Agreement
without any obligation to maintain the information as
proprietary or confidential; (iii) was known to either party
to this Agreement, as the case may be, prior to its disclosure
by the other party to this Agreement, without any obligation
to keep it confidential as evidenced by tangible records kept
in the ordinary course of business; (iv) is independently
developed by either party to this Agreement, as the case may
be, without reference to any Confidential Information
disclosed by the other party to this Agreement as evidenced by
tangible records kept in the ordinary course of business; (v)
is the subject of a written agreement whereby Escopeta or
Centurion, as the case may be, consents to the use or
disclosure of such Confidential Information by the other party
to this Agreement; or (vi) is required by applicable law to be
disclosed by either Centurion or Escopeta.
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b) Each of Escopeta and Xxxxxx severally agree that at all times
they shall preserve as confidential all Confidential
Information concerning Centurion, and any actual or potential
financial, strategic or operational partners that has been
disclosed to Escopeta and Xxxxxx, and Escopeta and Xxxxxx
shall not, without the prior written consent of Centurion, use
for Escopeta's and Xxxxxx'x own benefit or purposes, or
disclose to any other party such Confidential Information,
except as required by Escopeta's engagement with Centurion, or
as required by applicable law. These obligations with respect
to confidentiality shall continue for a period one-year after
the expiration or termination of this Agreement. The terms of
this paragraph do not impair the right to disclose such
Confidential Information by Escopeta and Xxxxxx in order to
defend Escopeta and Xxxxxx from any claim in any court of law
once Escopeta gives Centurion notice of such intended use.
c) Centurion agrees that at all times Centurion shall preserve as
confidential all confidential information concerning Escopeta,
Xxxxxx, and the Escopeta Leases, and Centurion shall not
without the prior written consent of Escopeta or Xxxxxx, as
applicable, use for Centurion's own benefit or purposes or
disclose to any third party such confidential information,
except: (i) as required by Centurion's engagement with
Escopeta; (ii) as required by applicable law; and (iii) as may
reasonably be required to be disclosed to Centurion's
consultants, lenders, potential lenders or any bona fide
potential purchaser of an undivided interest of Centurion's
interest in the Escopeta Leases (so long as such third party
executes a confidentiality agreement reasonably acceptable to
Escopeta). These obligations with respect to confidentiality
of the Escopeta information shall continue for a period of one
(1) year after expiration or termination of this Agreement.
The terms of this paragraph do not impair the right to
disclose such confidential information by Centurion in order
to defend Centurion from any claim in any court once Centurion
gives Escopeta notice of such intended use.
d) All records, business plans, financial statements, manuals,
memoranda, documents, correspondence, reports, records,
charts, lists and other similar data delivered to or compiled
by Escopeta or by or on behalf of Centurion or its
representatives, which pertain to the business of Escopeta
shall be and remain the property of Escopeta and be subject at
all times to its discretion and control. In the event of the
termination of this agreement, all such materials pertaining
to the business of Escopeta which has been obtained by
Centurion shall be delivered promptly to Escopeta upon written
request by Escopeta, provided, however, that Centurion may
retain copies of any such documents and materials which may be
reasonably necessary to maintain business, accounting, and
legal records associated with this Agreement subject to the
non-disclosure provisions of Section 17(b).
16) Notice/Cure. Anything contained in this Agreement to the contrary
notwithstanding, neither party shall be considered to have failed to
perform any material obligation or duty under this Agreement unless
and until:
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a) Consideration. In the case of a failure to pay any
consideration, such failure shall not have been cured within
fifteen (15) business days after receipt of written notice
thereof from the party demanding payment.
b) Non-Money. In the case of any other failure to perform any
obligation or duty under this Agreement, such failure shall
not have been cured within thirty (30) business days after
receipt of written notice from the demanding party describing
in reasonable detail the failure.
17) Representations and Warranties.
a) Centurion represents and warrants to Escopeta that:
i) Centurion is a U.S. corporation duly organized, validly
existing in the U.S. Centurion is not in breach or
violation of, and the execution, delivery and
performance of this Agreement by Centurion will not
result in a breach or violation of, any of the
provisions of Centurion articles of incorporation, as
amended to the date of this Agreement (the "Charter"),
by-laws, as amended to the date of this Agreement (the
"By-laws") or any other contract to which Centurion is a
party that is material to its business plans or
prospects.
ii) Centurion has the full right, corporate power and
authority to execute and deliver this Agreement and to
perform the transactions contemplated by this Agreement.
The execution and delivery of this Agreement by
Centurion and the performance by Centurion of the
transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action.
This Agreement has been duly executed, acknowledged, and
delivered by Centurion and is the legal, valid and
binding obligation of Centurion, enforceable against
Centurion in accordance with its terms, except to the
extent that the enforceability hereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally or by
general principles of equity.
b) Escopeta represents and warrants to Centurion that:
i) Escopeta is a corporation duly organized, validly
existing and in good standing as a Texas corporation,
Escopeta is not in breach or violation of, and the
execution, delivery and performance of this Agreement by
Escopeta will not result in a breach or violation of,
any of the provisions of Escopeta's articles of
incorporation, as amended to the date of this Agreement
(the "Charter") or by-laws, as amended to the date of
this Agreement (the "By-laws").
8
ii) Escopeta has the full right, corporate power and
authority to execute and deliver this Agreement and to
perform the transactions contemplated by this Agreement.
The execution and delivery of this Agreement by Escopeta
and the performance by Escopeta of the transactions
contemplated hereby have been duly and validly
authorized by all necessary corporate action. This
Agreement has been duly executed, acknowledged, and
delivered by Escopeta and is the legal, valid and
binding obligation of Escopeta, enforceable against
Escopeta in accordance with its terms, except to the
extent that the enforceability hereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally or by
general principles of equity. Escopeta warrants that it
has no debt other than to its shareholders and there are
no liens against the Escopeta Leases or restrictions on
the transfer of the interests in the Escopeta Leases as
contemplated in this Agreement. Escopeta further
represent and warrant that the Escopeta Leases are in
full force and effect, that Escopeta is not in default
under the Escopeta Leases, that all payments and filings
required by the Escopeta Leases or necessary under the
terms of the Escopeta Leases for the Escopeta Leases to
be valid and in full force and effect have been made,
and that Escopeta has acted as nominee for Xxxxxx in all
matters related to the Escopeta Leases.
c) Xxxxxx represents and warrants to Centurion that:
i) Xxxxxx is a limited liability company duly organized,
validly existing and in good standing as a Texas
corporation, Xxxxxx is not in breach or violation of,
and the execution, delivery and performance of this
Agreement by Xxxxxx will not result in a breach or
violation of, any of the provisions of Xxxxxx'x articles
of organization, as amended to the date of this
Agreement (the "Charter") or Regulations, as amended to
the date of this Agreement (the "Regulations").
ii) Xxxxxx has the full right, corporate power and authority
to execute and deliver this Agreement and to perform the
transactions contemplated by this Agreement. The
execution and delivery of this Agreement by Xxxxxx and
the performance by Xxxxxx of the transactions
contemplated hereby have been duly and validly
authorized by all necessary corporate action. This
Agreement has been duly executed, acknowledged, and
delivered by Xxxxxx and is the legal, valid and binding
obligation of Xxxxxx, enforceable against Xxxxxx in
accordance with its terms, except to the extent that the
enforceability hereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally or by general
principles of equity. Xxxxxx warrants that it has no
debt other than to its shareholders and there are no
liens against the Escopeta Leases arising through it or
restrictions on the transfer of the interests in the
Escopeta Leases as contemplated in this Agreement.
18) Miscellaneous.
a) Amendments. This Agreement may be amended, supplemented or
modified only in a writing signed by authorized
representatives of the parties hereto.
b) Notices. All notices and other communications provided for or
permitted hereunder shall be in writing and shall be delivered
personally, by facsimile or by courier service providing for
next day service, or sent by registered or certified mail,
postage prepaid, and return receipt requested, or electronic
mail, if confirmed by a subsequent written letter to the party
at the address noted below:
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If to Centurion:
Centurion Gold Holdings Inc.
00 Xxxx Xxxx Xxxx
Xxxxxxxx 0000
Xxxxx Xxxxxx
Facsimile: 001-27-11507-6077
Email: xxxxxxxx@xxxx.xx.xx
-------------------
If to Escopeta:
--------------
Escopeta Oil Co., L.L.C.
0000 Xxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000, XXX
Tel 000-000-0000
Fax 000-000-0000
E-mail xxxxxxxx@xxxxxx.xxx
-------------------
If to Xxxxxx Minerals, L.L.C.:
-----------------------------
One Xxxxx Center
3400 Penthouse
000 Xxxxxx Xx #0000
Xxxxxxx, Xxxxx 00000, XXX
Tel 000-000-0000
Fax 000-000-0000
c) Governing Law; Jurisdiction. This Agreement shall be governed
by the laws of the State of Texas without giving effect to its
conflict of laws provisions in relation to all the clauses in
this Agreement save for those clauses dealing with the
validity of the Escopeta Leases and the drilling and
exploration rights which shall be governed by the laws of
Alaska. The parties agree to submit to the jurisdiction of the
courts of the State of Texas for all purposes, and sole and
exclusive venue for any dispute or disagreement arising under
or relating to this agreement shall be in a court sitting in
Xxxxxx County, the State of Texas.
d) Waiver. Failure or delay on the part of either party hereto to
enforce any right, power, or privilege hereunder shall not be
deemed to constitute a waiver thereof Additionally, a waiver
by either party or a breach of any promise hereof by the other
party shall not operate as or be construed to constitute a
waiver of any subsequent waiver by such other party.
e) Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors and permitted assigns.
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f) Assignability Neither party may assign or delegate any or all
of its rights (other than the right to receive payments) or
its duties or obligations hereunder without the consent of the
other party, which consent will not be unreasonably withheld
or delayed; provided, however, that either party may assign
this agreement, without the need to obtain consent of the
other party, to an affiliate of such party or to its
successor-in-interest. An assignee will have all of the rights
and obligations of the assigning party set forth in this
Agreement. Notwithstanding the foregoing, Centurion has the
right to assign this Agreement to Escopeta Oil of Alaska.
g) Attorneys' and Experts' Fees; Remedies. In any action, suit or
proceeding brought to enforce any provision of this Agreement,
or where any provision of this Agreement is validly asserted
as a defense, the prevailing party shall be entitled to
recover reasonable attorneys' and experts' fees and expenses
in addition to any other available remedy. Other than the
right to recover fees in the preceding sentence, in any
dispute between the parties arising out of this Agreement,
neither party shall be liable to the other for any indirect,
special, consequential or incidental damages (including,
without limitation, lost profits).
h) No Third Party Beneficiary. The terms and provisions of this
Agreement are intended solely for the benefit of each party
hereof and their respective successors or permitted assigns,
and it is not the intention of the parties to confer
third-party beneficiary rights upon any other person or entity
other than the participants of this agreement or to an
assignee that has a valid and legally binding assignment of
the benefits, rights and obligations as contained in this
agreement
i) Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
j) Section Headings, Construction. The headings of Sections in
this Agreement are provided for convenience only and will not
affect its construction or interpretation. All words used in
this Agreement will be construed to be of such gender or
number, as the circumstances require. Unless otherwise
expressly provided, the word "including" does not limit the
preceding words or terms.
k) Entire Agreement. This Agreement (including all Exhibits and
Appendices) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements, or
representations by or among the Parties, written or oral, to
the extent they related in any way to the subject matter
hereof.
l) Currency. All references to currency within this Agreement,
unless otherwise stated, shall mean United States Dollars.
m) Business Day. For the purposes of this Agreement, a business
day is defined as any calendar day during which the New York
Stock Exchange is scheduled to be officially open for business
for any period of time.
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n) Counterparts. This Agreement may be executed in one or more
counterparts, by the parties hereto and any successor in
interest, each of which shall be deemed to be an original and
all of which together shall be deemed to constitute one and
the same agreement and the signature of any party to any
counterpart shall be deemed a signature to, and may be
appended to, any other counterpart.
o) This agreement is unassignable to a third party without the
written consent of Centurion and Escopeta.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their duly authorized officers or agents as set forth below.
CENTURION GOLD HOLDINGS INC.
Date: March 31, 2006 By: /s/ Xxxxxx Xxxx Xxxx
------------------------------------
Name: Authorized Signatory
Title: Director
ESCOPETA OIL CO., L.L.C.
Date: March 31, 2006 By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: President
XXXXXX MINERALS, L.L.C.
Date: March 31, 2006 By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Mr. Xxxxxx Xxxxxx
Title: President
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