EXHIBIT 10.85
SUPPLEMENTARY CONTRACT (NO.1)
This Supplementary Contract (No. 1) to the Production Sharing Contract for Block
A-18 dated 21 April 1994 (hereinafter referred to as "the Principal Contract")
is made on the 21st day of April 1999 by and between the MALAYSIA-THAILAND
JOINT AUTHORITY (hereinafter referred to as "MTJA") an authority duly
established under the Malaysia-Thailand Joint Authority Act 1990 of Malaysia and
Thailand-Malaysia Joint Authority Act B.E. 2533 (1990) of the Kingdom of
Thailand and the Agreement between the Government of Malaysia, and the
Government of the Kingdom of Thailand on the Constitution and Other Matters
Relating to the Establishment of the Malaysia-Thailand Joint Authority, dated 30
May 1990, and having its office at 27th Floor, Empire Tower, City Square Centre,
182 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia, of the first part; and
PETRONAS CARIGALI (JDA) SDN. BHD., a company duly incorporated and existing
under the laws of Malaysia and having its registered office at Tower 1, PETRONAS
Twin Towers, Persiaran KLCC, 50450 Kuala Lumpur, Malaysia (hereinafter referred
to as "CARIGALI"), TRITON OIL COMPANY OF THAILAND, a company duly incorporated
and existing under the laws of the State of Texas, United States of America, and
having its registered office at 6688 North Central Expressway, Suite 1400,
Dallas, Texas, 75206, United States of America, and having its local branch
office at 7th Floor, Kin Gwan Building 1, 140 Wireless Road, Bangkok 10330,
Thailand, and Suite 13.01, 13th Floor, Menara Tan & Tan, 207 Jalan Tun Razak
50400 Kuala Lumpur, Malaysia (hereinafter referred to as "TRITON"), and TRITON
OIL COMPANY OF THAILAND (JDA) LIMITED, a company incorporated under the laws of
the Cayman Islands and having its statutory office in Dallas, Texas, United
States of America, and having its local registered branch office at Suite 13.01,
13th Floor, Menara Tan & Tan, 207 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia
(hereinafter referred to as "TRITON JDA"), of the second part. The parties of
the first and second part shall hereinafter be referred to individually as
"Party" and collectively as "Parties".
WHEREAS Article 2.4 Paragraph 4 of the Principal Contract provides that any Sub-
Block which is not defined as a Development Area and any area which is not a Gas
Field as defined in accordance with Article 8.1 at the end of five (5) years
from the Effective Date (hereinafter referred to as "the Unexplored Areas")
shall be deemed to be relinquished to MTJA and cease to be part of the Contract
Area;
AND WHEREAS CARIGALI, TRITON and TRITON JDA (hereinafter referred to as "the
Contractors") request MTJA's permission to retain the Unexplored Areas for an
additional three (3) years for further exploration after the end of the five (5)
years from the Effective Date;
AND WHEREAS MTJA agrees not to invoke the above-mentioned Article 2.4 Paragraph
4 and further agrees to the request of the Contractors to retain the Unexplored
Areas in consideration of additional work commitments to be undertaken by the
same.
NOW THEREFORE it is hereby stipulated and agreed as follows:-
1. The Contractors shall retain the Unexplored Areas for an additional three
(3) years commencing on the fifth anniversary of the Effective Date (hereinafter
referred to as "the Retention Period") for further exploration subject to the
following minimum work commitments and conditions:-
(i) The Contractors shall carry out subsurface studies to redefine and
reevaluate the hydrocarbon prospectivity in the Unexplored Areas and drill two
(2) Wildcat Wells at an aggregate drilled footage of not less than five thousand
(5,000) metres.
(ii) The amount to be expended by Contractors in carrying out their
exploration activities in the Unexplored Areas during the Retention Period shall
in the aggregate be not less than ten million four hundred sixty thousand United
States Dollars (USD10,460,000) which aggregate amount includes the MTJA training
bonus of seventy thousand United States Dollars (USD70,000) per year.
(iii) The Retention Period shall not affect the existing fixed term of
thirty-five (35) years of the Principal Contract set out in Article 2.1 thereof.
Any new discovery of a Gas Field within the Unexplored Areas during the
Retention Period will yield a shorter gas holding period commencing from the
date of agreement between the Parties on the extent of the Gas Field and its
reserve area as set out in Article 8.1 of the Principal Contract, and ending 20
April 2004. The periods for development and production of the Gas Field shall
remain the same.
(iv) When Crude Oil is discovered in a Commercial Quantity in any Sub-block
or Sub-blocks within the Unexplored Areas during the Retention Period, that
Sub-block or Sub-blocks shall be automatically converted into a Development Area
and the provisions of Article 2.4, Paragraph 1 of the Principal Contract shall
apply. If Contractors fail to produce Crude Oil commercially, directly or
indirectly, from such Sub-block or Sub-blocks prior to 20 April 2004, such
Sub-block or Sub-blocks shall be deemed to be relinquished to MTJA and cease to
be part of the Contract Area.
2. Except as expressly provided in this Supplementary Contract (No. 1), the
Principal Contract is not otherwise waived, amended and supplemented hereby and
the terms therein shall remain in full force and effect.
3. Any terms that are defined terms in the Principal Contract shall have the
same meaning when used in this Supplementary Contract (No. 1) unless herein
otherwise expressly provided.
IN WITNESS WHEREOF MTJA, CARIGALI, TRITON and TRITON JDA have by their
respective duly authorised officers executed this Supplementary Contract (No. 1)
on the day and year first herein above written.
Signed by : )
For and on behalf of )_____________________
MALAYSIA-THAILAND JOINT AUTHORITY )
In the presence of )
)
Signed by : )
For and on behalf of )_____________________
PETRONAS CARIGALI (JDA) SDN. BHD. )
In the presence of )
)
Signed by : )
For and on behalf of )_____________________
TRITON OIL COMPANY OF THAILAND )
In the presence of )
)
Signed by : )
For and on behalf of )______________________
TRITON OIL COMPANY OF THAILAND (JDA) )
LIMITED )
In the presence of )
)