EXHIBIT 10.29
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
SUPPLEMENT AGREEMENT NO. 1
TO MASTER LICENSE AGREEMENT
This Supplement Agreement No. 1 dated June 9, 1999 ("Supplement") is between
Fairfield Industries Incorporated, a Delaware corporation ("Data Owner"), with
offices at 14100 Southwest Freeway, Suite 600, Sugar Land, Texas 77478, Fax:
(281) 275-7550, and Cheniere Energy Incorporated, a Delaware corporation
("Licensee"), with offices at Two Allen Center, 1200 Smith Street, Suite 1740,
Houston, Texas 77002-4312, Fax: (713) 659-5459.
Data Owner and Licensee hereby agree as follows:
1. Introduction.
Data Owner and Licensee are parties to the Master License Agreement dated
June 9, 1999 ("Master License"). This Supplement is referred to in and is
subject to the terms of the Master License. Licensee may only use the Data
subject to this Supplement as permitted by the Master License. Capitalized
terms used in this Supplement that are defined in the Master License shall have
the meanings assigned to such terms in the Master License.
2. Data Licensed.
Data Owner presently has available non-exclusive 3D seismic Data as
described in Section 3 below covering the areas depicted on the map attached
hereto as Exhibit A ("Completed 3D Data").
Data Owner hereby licenses to Licensee, on a non-exclusive basis, 1113 blocks
of Completed 3D Data identified in Exhibit B hereto. Licensee may, at any time
and from time to time on or before June 30, 2001, select and license from Data
Owner on a non-exclusive basis any other Completed 3D Data which Data Owner has
available and additional Data, if any, that Data Owner acquires prior to June
30, 2001 as part of Data Owner's "Gulf of Mexico Shallow Water/Transition 3D
Seismic Program", as such program is developed from time-to-time. Data Owner,
however, is not obligated to acquire any additional Data.
3. Content and Form.
The content and form of the Data licensed under Section 2 of this
Supplement is as follows:
a. DLT or 8mm Tape(s) of Preserved Amplitude 3D Post-Stack Time Migrated
Data Volume in SEG-Y Format
b. DLT or 8mm Tape(s) of AGC 3D Post-Stack Time Migrated Data Volume in
SEG-Y Format
c. 1"=2000' Blackline Print of 3D Bin Center Position Map
4. [*]
5. [*]
6. License of Reprocessed Data.
Licensee will also license from Data Owner, on a non-exclusive basis, for a
fee of [*] per block, the Data licensed to it under Section 2 of this Supplement
reprocessed in the following format ("Reprocessed Data"):
a. DLT or 8mm Tape(s) of Kirchhoff 3D Pre-Stack Time Migrated Data,
Migrated Gathers, all Offset Stacks, Near Angle Stacks and Far Angle
Stacks in SEG-Y Format.
b. 1"=2000' Blackline Print of 3D Bin Center Position Map
Data Owner will reprocess the Data identified in Exhibit B hereto for the
areas listed on Exhibit C hereto in the order in which those areas are listed on
Exhibit C. Data Owner will reprocess any other Data licensed to Licensee under
Section 2 above in the order mutually agreed in writing by Licensee and Data
Owner.
Data Owner will notify Licensee when Reprocessed Data is available. During
the first month following the month in which that notice is given and during
each of the next five (5) months Licensee will
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license from Data Owner all Reprocessed Data that Data Owner delivers to
Licensee, but, (i) in no event shall Licensee be required to accept a license of
Reprocessed Data prior to September 1, 1999; and (ii) unless Licensee otherwise
agrees, Licensee will not be required to license more than forty (40) blocks of
Reprocessed Data in any one month. During each calendar month thereafter,
Licensee will license from Data Owner all Reprocessed Data that Data Owner
delivers to Licensee, but, unless Licensee otherwise agrees, Licensee will not
be required to license more than one hundred (100) blocks of Reprocessed Data in
any one month. The provisions of this paragraph apply only to the Reprocessed
Data identified in Exhibit B. For any other Reprocessed Data, Licensee will
license that Reprocessed Data from Data Owner as Data Owner delivers it to
Licensee.
Data Owner will not produce during any month data that it will license on a
non-exclusive basis in the format specified in items 6.a and 6.b above if that
production will prevent Data Owner from having available for Licensee at least
the maximum amount of Reprocessed Data which Licensee is required to license for
the following month under the foregoing paragraph.
Data Owner will deliver to Licensee Exhibit B Reprocessed Data in accordance
with the following schedule:
Minimum Cumulative Number of
Blocks of Reprocessed Data
Date By That Date
------------
December 31, 1999 40
March 31, 2000 160
June 30, 2000 280
September 30, 2000 400
December 31, 2000 520
March 31, 2001 640
June 30, 2001 760
September 30, 2001 880
December 31, 2001 1000
If Data Owner does not make either of these deliveries by the specified
date, then Licensee may elect, by giving data Owner notice of its election prior
to Data Owner's delivering the required number of blocks at any time after the
specified date, either to license or not to license any of the remaining Exhibit
B Reprocessed Data as Data Owner makes it available. If Licensee makes this
election, the provisions of the immediately preceding paragraph will not apply
after the election is made; but all of the other provisions of this Supplement
and the Master License will apply to the licensing by Licensee of Reprocessed
Data after Licensee makes the election.
Licensee will pay the fee for each block of Reprocessed Data that it
licenses within thirty (30) days after delivery of that Data to it.
[*]
7. Selection Requirements.
a. A "block" is 5000 acres or 7.8125 square miles.
b. Rates for all other sized blocks will be prorated accordingly.
c. Each Data selection may cover Data consisting of all or any portion of
a block or blocks.
d. Minimum Data selection is 5000 contiguous acres or 7.8125 square miles.
e. Data must be selected along in-lines and cross-lines, i.e. no diagonals
across Data volumes.
8. Federal Regulations Compliance.
Pursuant to regulations (30 CFR Parts 250 and 251) effective January 23,
1998 issued by MMS, Data Owner notifies Licensee - and Licensee acknowledges -
that by the license of geological and/or geophysical data from Data Owner,
Licensee assumes the obligations under 30 CFR Section 251.11 and/or 251.12, as
the case may be, as the same may from time to time be amended. The provisions
of this paragraph do not limit or supersede the provisions of paragraph 3(e) of
the Master License Agreement.
9. Confidentiality.
Licensee agrees that the terms of this Agreement are confidential and may
not be disclosed to any individual or entity without the Data Owner's prior
written consent, except (a) this Agreement and its terms may be disclosed (1) to
Licensee's employees as required in the performance of their duties, (2) to
outside auditors and counsel to the extent necessary to perform their respective
duties to the Licensee, and (3) as required by law or by any governmental rule,
regulation or order or by any judicial order and
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(b) the terms of Sections 3(d) of the Master License Agreement may be disclosed
to any consultant used to interpret the Data as permitted by this Agreement.
In addition, the provisions of this Section will not apply to the recording
of any assignment of an overriding royalty pursuant to Section 4 or to the
disclosure that Data Owner is entitled to an overriding royalty and the amount
of that royalty, and the form of assignment of such overriding royalty.
10. Entire Agreement.
This Supplement contains the entire understanding of the parties with
respect to the subject matter of the Supplement, and it supersedes all prior
understandings and agreements, whether written or oral, and all prior dealings
of the parties with respect to the subject matter hereof.
11. Amendment.
This Supplement may be amended only by an instrument in writing signed by
the parties.
12. Assignment.
Licensee may not transfer, assign, or grant a security interest in any of
its rights or obligations under this Supplement without the prior written
consent of Data Owner.
13. Notice.
Notices and other communications under this Supplement must be in writing
and sent to each party at its address or fax number set forth above or, in the
event of a change in any such address or fax number, then to such other address
or fax number as to which notice is given. Notice will be deemed given on
receipt thereof.
14. Governing Law.
This Supplement will be governed by and construed in accordance with the
law of the State of Texas.
15. Section Headings.
Section headings are for reference purposes only and will not in any way
affect the meaning or interpretation of any provision of this Supplement.
Executed as of the date first above written.
FAIRFIELD INDUSTRIES INCORPORATED CHENIERE ENERGY INCORPORATED
SIGNATURE: /s/ Marc A. Lawrence SIGNATURE: /s/ Walter L. Williams
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NAME: MARC A. LAWRENCE NAME: WALTER L. WILLIAMS
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TITLE: SR. VICE PRESIDENT TITLE: VICE CHAIRMAN
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