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EXHIBIT 10.66
Dated 3 August 1998
INDO-PACIFIC ENERGY (NZ) LIMITED
TRANS NEW ZEALAND OIL COMPANY (NZ) LIMITED
TRANS-ORIENT PETROLEUM (NZ) LIMITED
DEED OF ASSIGNMENT AND ASSUMPTION - PEP 38256
THIS DEED is made 3rd August 0000
XXXXXXX XXXXX XXX XXXXXXX OIL COMPANY (NZ) LIMITED of 000
Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxxx ("TNZO")
AND TRANS-ORIENT PETROLEUM (NZ) LIMITED of 000 Xxxxxx
Xxxx, Xxxxxxxxxx, Xxx Xxxxxxx ("TOP(NZ)")
AND INDO-PACIFIC ENERGY (NZ) LIMITED of 000 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxxxxx ("Indo-Pacific")
RECITALS
A. As at the date of this Deed Indo-Pacific and TOP(NZ)
are parties to an unincorporated joint venture for the purpose of
holding their respective Participating Interests in PEP 38256 in
the percentages set out as follows;
Indo-Pacific 50.00%
TOP(NZ) 50.00%
B. TOP(NZ) and Indo-Pacific have agreed to sell to TNZO
the Assigned Interests and in order to comply with the terms of
the joint venture the Parties have entered into this Deed.
AGREEMENT
1.1 DEFINITIONS AND INTERPRETATION
Definitions: In this Deed (including the Recitals) unless
the context otherwise requires:
"Act" means the Crown Minerals Act (NZ) 1991 and any
regulations made thereto.
"Assigned Interests" means a 15% Participating Interest
owned by TOP(NZ) and a 15% Participating Interest owned by Indo-Pacific.
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"Continuing Parties" means Indo-Pacific and TOP(NZ)
"Deed" means this deed between the Parties.
"Effective Date" means 00.01 hours on 25th June 1998
"Minister" means the Minister of Energy as defined under the
Act who administers the approval and registration procedure under
the Act.
"Parties" means each of Indo-Pacific, TOP(NZ), and TNZO.
"Participating Interest" means a percentage interest of a
Party in the Permit and the Joint Venture Operating Agreement
dated 25th June 1998.
"Permit" means petroleum exploration permit PEP 38256 or any
renewal or extension thereof and any mining permit granted
pursuant thereto.
1.2 Interpretation: In this Deed, unless a contrary
intention appears:
(a) a reference to this Deed is a reference to this Deed as
amended, varied, novated or substituted from time to time;
(b) a reference to any legislation or any provision of any
legislation includes:
(i) all regulations, orders or instruments issued
under the legislation or provision; and
(ii) any modification, consolidation, amendment, re-
enactment, replacement or codification of such
legislation or provision;
(c) a word:
(i) importing the singular includes the plural and
vice versa; and
(ii) denoting an individual includes corporations,
firms, unincorporated bodies, authorities and
instrumentalities;
(d) a reference to a Party to this Deed or any other
instrument includes that Party's executors, administrators,
successors and permitted assigns;
(e) where a word or phrase is given meaning, any other part
of speech or grammatical form has a corresponding meaning;
and
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(f) a reference to a clause number, schedule number or
annexure number (or letter) is a reference to a clause,
schedule or annexure of this Deed;
(g) words and expressions used in this Deed which are used
in the Act shall where the context admits have the same
meaning as they have in the Act.
2. APPROVAL
2.1 This Deed and the assignments provided for by it are
conditional upon the consent of the Minister being given to this
Deed and the assignment pursuant to the Act. The assignment
evidenced by this Deed to which the Act applies will relate back
to and take effect on and from the Effective Date upon the date
of obtaining approval for such dealing in accordance with the
Act.
2.2 The Parties must use all reasonable endeavours to have
all dealings evidenced by this Deed approved as contemplated by
clause 2.1 as expeditiously as possible.
2.3 If any dealing evidenced by this Deed is not approved
and registered in accordance with clause 2.1 within 12 months
from the Effective Date (or such other date as the Parties may
agree), any Party may terminate this Deed at any time by notice
to the other Parties and this Deed will terminate on the receipt
of that notice.
2.4 On termination of this Deed under clause 2.3, the
Parties must execute all documents and do all other things
necessary or desirable to place each other in the same position
as they would have been had this Deed not been executed or acted
upon.
3. ASSIGNEE
3.1 With effect on and from the Effective Date, TOP(NZ) and
Indo-Pacific assign to TNZO and TNZO assumes the obligations and
liabilities in respect of the Assigned Interest arising on and
from the Effective Date (excluding liabilities and obligations
arising prior to the Effective Date) and shall be entitled to the
full benefit and advantage of Assigned Interest and all rights
thereunder to the same extent to which TOP(NZ) and Indo-Pacific
would have been so entitled had the Assigned Interest not been
assigned to TNZO.
3.2 TNZO will indemnify and keep indemnified the Continuing
Parties against all liability which each of them may incur by
reason of any breach or non-observance by TNZO of any of the
provisions of this Deed.
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3.3 With effect on and from the Effective Date, the
Continuing Parties accept the liability of TNZO as set out in
clause 3.1.
4. ASSIGNOR
4.1 TOP(NZ) and Indo-Pacific covenant and agree with TNZO
to duly and punctually discharge all liabilities and perform all
obligations incurred in respect of the Assigned Interest prior to
the Effective Date (excluding liabilities and obligations
scheduled for performance on or after the Effective Date)
regardless of whether such liability and obligations arise before
or after the Effective Date.
4.2 TOP(NZ) and Indo-Pacific shall indemnify and hold
themselves and TNZO harmless from and against all liability which
each of them may incur by reason of any breach or non-observance
by TOP(NZ) and Indo-Pacific of this Deed.
5. PARTICIPATING INTERESTS
5.1 The Parties agree that on and from the Effective Date
their respective Participating Interests shall be as set out
below:
Indo-Pacific 35.00%
TNZO 30.00%
TOP(NZ) 35.00%
6. MISCELLANEOUS
6.1 This Deed will be binding upon and enure to the benefit
of the Parties, their respective successors and each person who
derives from them title to a Participating Interest.
6.2 This Deed will be governed by and construed in
accordance with laws of New Zealand for the time being in force.
6.3 The Parties submit to the non-exclusive jurisdiction of
the Courts of New Zealand and all courts competent to hear
appeals therefrom.
6.4 The Parties will bear their own legal costs arising out
of the preparation of this Deed, but TNZO will bear all stamp
duty and consent fees payable on this Deed and any document
directly related to or consequential upon this Deed.
6.5 Each of the Parties must take all such steps, execute
all such documents and do all such acts and things as may be
reasonably required by any other Party to give effect to the
intent of this Deed.
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6.6 If any party executes this Deed by means of an attorney
then such attorney states that he or she has no notice of the
revocation of that power of attorney.
EXECUTED by the parties as a Deed.
Executed for and on behalf of INDO-PACIFIC ENERGY (NZ)
LIMITED by its duly authorised representatives in the presence
of:
/s/ X. Xxxxxx /s/ Jenni Lean
Signature of witness Signature of Representative
Xxxxxxxx Xxxxxx Jenni Lean
Name of witness Name of representative
Executed for and on behalf of TRANS NEW ZEALAND OIL COMPANY
(NZ) LIMITED by its duly authorised representative in the
presence of:
/s/ X. Xxxxxx /s/ Jenni Lean
Signature of witness Signature of representative
Xxxxxxxx Xxxxxx Jenni Lean
Name of witness Name of representative
Executed for and on behalf of TRANS-ORIENT PETROLEUM (NZ)
LIMITED by its duly authorised representative in the presence of:
/s/ X. Xxxxxx /s/ Jenni Lean
Signature of witness Signature of representative
Xxxxxxxx Xxxxxx Jenni Lean
Name of witness Name of representative
