Aimwell Energy Limited Harpenden Hertfordshire, AL5 2QP UK Alamo Energy Corp.
Exhibit
10.1
Aimwell
Energy Limited
00
Xxxxxxxx Xxxxxx
Xxxxxxxxx
Xxxxxxxxxxxxx,
XX0 0XX
XX
11
January 2010
0 Xxxxxx
Xxxxxx,
Xxxxxx
Xxxxx,
Xxxxxx,
X00
0XX
Attention:
Xx. Xxxxx Xxxxxxxxx, CEO
Reference:
Alamo Energy Corp./Aimwell Energy Limited Participation in UKCS Landward Licence
PEDL 245
Dear
Xxxxx
This
letter sets out the agreement reached between Aimwell Energy
Limited (“Aimwell”) and Alamo Energy Corp. (“Alamo”) (together the
“Parties” and individually a “Party”) with respect to the future participation
of both companies in Landward blocks TQ 26, 36, 46 and 56 (“the Blocks”), all of
which were awarded as Landward Licence PEDL 245 (“the Licence”) to Fox Energy
Exploration Limited (Fox) and Aimwell by the Secretary of State responsible for
such matters in May 2008 following the UKCS 13th
Landward Licensing Round. The Licence carries the obligation for the acquisition
of 60km of 2d seismic with a drill or drop decision to be made by June 2012. A
further 2 years of the licence will run until June 2014 if a drill decision is
made.
In
consideration of the agreements and undertakings of the Parties herein
contained, the Parties agree as follows:
1.
Pursuant to the Participation Agreement dated 5th
September, 2008 between Fox and Aimwell, Fox has agreed to assign its 90%
interest in the Licence to Aimwell.
Subject
to approval by the Secretary of State for the Department of Energy and Climate
Change (DECC), Aimwell shall, concurrently with the assignment from Fox, assign
to Alamo a 90% Interest in the Licence, in consideration of the payment by Alamo
of £1.00 (one pound sterling), hereby acknowledged.
Following
the aforementioned transactions, Alamo and Aimwell shall hold the following
Percentage Interests (as defined below) in each Block and the Licence, subject
to approval by DECC:
Alamo 90.00%
Aimwell 10.00%
For the
purpose of this letter agreement, “Percentage Interest” means each Party’s
respective undivided share, expressed as a percentage of all rights, benefits,
obligations and liabilities arising under this letter agreement, in each Block
and the Licence and in any Joint Operating Agreement relating to each such Block
and the Licence.
Alamo
shall be named operator (subject to approval by the Secretary of State for DECC)
of all Blocks.
2. Alamo
shall pay all of Aimwell’s 10% Percentage Interest share of all costs, expenses,
liabilities and obligations (including without limitation, Licence obligations,
Licence rentals, manpower costs, xxxxx costs, seismic and other technical data
costs) arising in respect of operations jointly conducted by Alamo and Aimwell
in respect of each Block and the corresponding Licence (“Joint Operations”),
until the date that a Field Development Plan is formally approved by the UK
Secretary of State responsible for such matters, for the development of a
discovery of petroleum in the blocks (“the Carry”). Thereafter, Alamo and
Aimwell shall each be responsible for their respective Percentage Interest share
of costs in respect of each Block and the corresponding Licence.
Alamo
shall be free to assign (whether by sale or farm-out or otherwise) its
Percentage Interest in each Block and the corresponding Licence, provided
that;
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(i)
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the
third party assuming the interest being granted is acceptable to DECC;
and
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(ii)
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is
capable of fulfilling the obligations to be assigned, including without
limitation, the obligations in (iii) and (v) following;
and
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(iii)
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Alamo
shall assign with the Percentage Interest to be assigned, a corresponding
proportionate share of the Carry, in other words, if Alamo assigns 50% of
its Percentage Interest (i.e a 45% Percentage Interest), then 50% of the
carry (being the payment of a 5% Percentage Interest share of Aimwell’s
total 10% Percentage Interest share of all costs, expenses, liabilities
and obligations arising in respect of Joint Operations in the blocks)
shall be paid by such third party – the balance attributable to the 5%
Percentage Interest to be paid by Alamo;
and
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(iv)
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Alamo
shall remain liable to Aimwell for any failure or default on the part of
such third party to pay the foregoing amounts when properly due;
and
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(v)
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Alamo
shall assign with the Percentage Interest to be assigned a corresponding
share of all of Alamo’s other rights and obligations under this letter
agreement attributable to the Percentage Interest to be assigned and in
any JOA (as defined in 5 below) and any other agreement entered into
between the Parties as contemplated in 5 below;
and
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(vi)
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Alamo
shall procure that the third party enter into a legally enforceable
agreement with Alamo and Aimwell in respect of the obligations assumed
under (iii) and (v) above.
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3.
Aimwell shall, subject to any necessary Government and partner consents, have
the right to assign (whether by sale of farm-out or otherwise) all or part of
its Percentage Interest in the Blocks. The assignment of all or part of
Aimwell’s Percentage Interest shall include a corresponding share of the Carry
and Alamo shall enter into a legally enforceable agreement with the assignee
third party in respect of such obligations. Aimwell will ensure that Alamo has
full and fair opportunity to make an offer (not to be unreasonably delayed) if
it proposes to dispose of all or part of its Percentage Interest and a
corresponding part of the Carry.
4. Alamo
and Aimwell each agree to act in a constructive fashion to facilitate
exploration and development of each of the Blocks.
5. Alamo
and Aimwell each agree to keep the other fully and timely informed on all
matters relating to Joint Operations including without limitation, technical,
operational, budget, farm-in and farm-out matters in respect of each of the
Blocks and any correspondence or communication with DECC or other applicable
governmental authorities.
The
Parties shall negotiate and execute a Joint Operating Agreement (“JOA”) in
respect of the Licence based upon the Oil & Gas UK form of JOA as set out on
the Oil & Gas UK website (Standard Agreements Oct 07) no later than 6 (six)
months following the signing of this agreement. The JOA voting passmark will be
2 or more non-affiliated parties holding a minimum aggregate percentage of at
least 65%. In addition to the JOA referred to above, Alamo and Aimwell will
enter into other agreements as necessary in accordance with normal North Sea
practice.
6. If at
any time Alamo wishes to relinquish any or all of the Blocks, it will notify
Aimwell in advance and provide Aimwell the opportunity to take an assignment of
interest to enable retention of the Blocks by Aimwell.
7.
Aimwell will provide joint venture geotechnical and other related services on
the Licence until a drill or drop decision is made on the Licence by the
Parties.
8. This
Agreement shall be governed by and construed in accordance with the laws of
England, and each of the Parties hereby irrevocably submits to the exclusive
jurisdiction of the English Courts.
If you
agree that the above sets out the agreement between us, kindly so indicate by
signing in the space provided below.
Sincerely,
/s/ Xxxxxxx
Xxxx
Xxxxxxx
Xxxx
Director
Aimwell
Energy Limited.
Accepted
and agreed to:
/s/ Xxxxx
Xxxxxxxxx
Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
CEO
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