Exhibit 10.3
PARTICIPATION AGREEMENT
Eugene Island Block 346
Eugene Island Block 347
This Participation Agreement ("Agreement") is made and entered into
effective as of the 15th day of March, 2007 (the "Effective Date"), by and
between Newfield Exploration Company ("Newfield") and Ridgewood Energy
Corporation ("Ridgewood"). Newfield and Ridgewood are also sometimes hereinafter
referred to collectively as the "Parties" or individually as a "Party".
WITNESSETH:
WHEREAS, Apache Corporation ("Apache") owns one hundred percent (100%)
record title interest in the following described portion of oil and gas lease
and area:
Oil and Gas Lease dated June 1, 1994, bearing serial number OCS-G 14482, by
and between the United States of America, as Lessor, and Anadarko Petroleum
Corporation and Phillips Petroleum Company, as Lessees, covering all of
Block 346, Eugene Island Area, South Addition, OCS Leasing Map, Louisiana
Map No. LA4A, containing approximately 5,000 acres more or less ("Apache
Lease") and
WHEREAS, Apache is willing to Farmout a portion of the Apache Lease to the
Contract Area (hereinafter defined), INSOFAR AND ONLY INSOFAR AS said Apache
Lease covers the West Half of the Southwest Quarter of the Northwest Quarter
(W/2 SW/4 NW/4); the Southeast Quarter of the Southwest Quarter of the Northwest
Quarter (SE/4 SW/4 NW/4); the Northwest Quarter of the Southwest Quarter (NW/4
SW/4) and the West Half of the Southwest Quarter of the Southwest Quarter (W/2
SW/4 SW/4) of said Apache Lease ("EI 346 Acreage").
WHEREAS, Newfield owns one hundred percent (100%) record title interest in
the following described portion of oil and gas lease and area:
Oil and Gas Lease dated June 1, 2006, bearing serial number OCS-G 27919, by
and between the United States of America, as Lessor, and Newfield
Exploration Company, as Lessee, covering all of Block 347, Eugene Island
Area, South Addition, OCS Leasing Map, Louisiana Map No. LA4A, containing
approximately 5,000 acres more or less ("Newfield Lease") and
WHEREAS, Newfield is willing to commit its interest in a portion of the
Newfield Lease to the Contract Area INSOFAR AND ONLY INSOFAR AS said Newfield
Lease covers the Southeast Quarter of the Northeast Quarter (SE/4, NE/4); the
North Half of the Northeast Quarter of the Southeast Quarter (N/2 NE/4 SE/4);
the Southeast Quarter of the Northeast Quarter of the Southeast Quarter (SE/4
NE/4 SE/4) and the East Half of the Southeast Quarter of the Southeast Quarter
(E/2 SE/4 SE/4) of said Newfield Lease ("EI 347 Acreage").
The alloquotted portions of the EI 346 Acreage and the alloquotted portions
of the El 347 Acreage as described above are hereinafter referred to as the
"Contract Area".
WHEREAS, Newfield and Apache entered into that certain Option Agreement,
dated September 14, 2006 ("Option Agreement"), which provided Apache the option
to either (i) participate with Newfield in drilling a test well on the Contract
Area or (ii) farmout the EI 346 Acreage within the Contract Area to Newfield. A
copy of the Option Agreement is attached hereto as Exhibit "A";
WHEREAS, pursuant to the Option Agreement, Apache has elected to farmout
the Contract Area to Newfield, and Newfield has entered into a formal farmout
agreement with Apache ("Farmout Agreement") covering the Contract Area, which
provides that Apache shall reserve an overriding royalty interest ("ORRI") of
5.0% of 6/6ths, but proportionately in the event Apache owns less than one
hundred percent (100%) of the record title and/or operating rights in the
Contract Area which Newfield may earn. The Farmout Agreement is attached hereto
as Exhibit "B";
WHEREAS, Ridgewood agrees to bear a disproportionate share of drilling
costs associated with the Initial Test Well (defined in Article 3 hereinbelow)
in order to earn an interest in the Contract Area and the Newfield Lease,
pursuant to the terms and conditions of this Agreement, the Option Agreement and
the Farmout Agreement;
WHEREAS, the Parties desire to enter into this Agreement to set forth the
manner in which the cost of drilling, producing and operating wells, and the
production from the Contract Area and the Newfield Lease and the interest in the
Contract Area and the Newfield Lease shall be shared and/or owned.
NOW, THEREFORE, for the consideration, being the mutual benefits and
advantages accruing hereunder, the sufficiency of which is hereby acknowledged,
the Parties agree as follows:
Article 1 - Interest of the Parties
-----------------------------------
The costs, risk and liabilities associated with the exploration and
development of the Contract Area and the Newfield Lease (including all wells,
platforms, pipelines, facilities and equipment associated directly with the
specified operations herein) and all oil and gas produced from wells drilled
pursuant to the terms hereof, shall be borne and owned, subject to the terms and
conditions set out herein, and unless otherwise agreed, by the Parties in
accordance with the following percentage working interests ("Working
Interests"):
Party Working Interests
----- -----------------
Newfield 50.00000%
Ridgewood 50.00000%*
*Subject to an obligation to pay a disproportionate share of Initial Test Well
costs to Casing Point, as further described in Article 3.
Participation Agreement-Eugene Island Block 346/347 dated March 15, 2007
Newfield Exploration Company & Ridgewood Energy Corporation
- 2 -
Article 2 - Operating Agreement
-------------------------------
2.1 Newfield is designated as the Operator of the Contract Area and the
Newfield Lease, and all operations conducted on the Contract Area and the
Newfield Lease shall be performed in accordance with and shall be subject to the
terms and provisions of this Agreement, the Option Agreement, the Farmout
Agreement and the Operating Agreement attached hereto as Exhibit "C" ("Operating
Agreement"). The Parties shall execute the Operating Agreement simultaneously
with this Agreement.
2.2 Notwithstanding anything herein to the contrary, the non-consent
penalties set forth in Article XII of the Operating Agreement shall not be
applicable to drilling operations on the Initial Test Well, or substitute
therefor, prior to the Parties drilling an Earning Well (as hereinafter
defined).
Article 3 - Initial Test Well
-----------------------------
3.1 On or before May 30, 2007, Newfield shall commence actual drilling
operations for the Eugene Island 346 (OCS-G-14482) No. 7 Well at an approximate
surface and bottomhole location of 6,150' FSL and 900' FWL of Eugene Island 346
("Initial Test Well"). The Initial Test Well will be drilled in accordance with
Newfield's AFE dated October 27, 2006, and shall be drilled to a proposed total
depth of 12,890' TVD/MD, or to a depth sufficient to fully evaluate the "GA-1"
Sand, whichever is lesser depth ("Contract Depth"). The "GA-1" Sand correlates
to the shale interval which occurs at 10,550' MD (10,459' SSTVD) in the El 346,
Anadarko Petroleum Corporation Well No. 1 ST-1 (OCS-G 14482).
3.2 As additional consideration for the opportunity to earn its Working
Interest in the Contract Area, the Parties will pay the following percentages of
the costs to drill the Initial Test Well to Casing Point (as described in
Article 3.3 below):
Newfield 0%
Ridgewood 100%
The dry hole well cost for the Initial Test Well is estimated to be
$18,036,673.00 ("Dry Hole Cost") as outlined on the drilling authorization for
expenditure ("AFE") for the Initial Test Well attached hereto as Exhibit "D".
Ridgewood's disproportionate cost sharing will cease once cumulative costs and
expenses for the Initial Test Well, and if drilled, the substitute well
therefore, reach Casing Point or $18,000,000.00, whichever occurs first.
Thereafter Newfield will bear its 50% and Ridgewood will bear its 50% share of
subsequent costs, subject to the non-consent rights set out in the Operating
Agreement.
Participation Agreement-Eugene Island Block 346/347 dated March 15, 2007
Newfield Exploration Company & Ridgewood Energy Corporation
- 3 -
3.3 Casing Point is defined as that point in time when the Initial Test
Well, or substitute well therefor, has been drilled to the Contract Depth, and
all open-hole logs and all appropriate tests have been performed and delivered
to the Parties, and a recommendation is made to (i) set casing and complete the
well, (ii) plug and abandon the well or (iii) conduct other operations as
provided within the priority of operations outlined within the Operating
Agreement.
3.4 If the Initial Test Well is either, i) unable to reach the Contract
Depth due to encountering domal material, heaving shale, saltwater, salt or
other impenetrable substance, or suffers any adverse condition (mechanical,
structural, stratigraphic or otherwise) in drilling said well, which substance
or condition cannot be overcome at a reasonable cost by means considered
customary or ordinary in the industry; or, ii) plugged and abandoned as a dry
hole, then any Party shall have the right to propose a substitute well in the
same manner as provided for and defined in the Farmout Agreement. Ridgewood
shall have the option, but not the obligation, to participate in such substitute
well; however, if Ridgewood elects not to participate in a substitute well, it
shall forfeit its rights under this Agreement, and in the Farmout Agreement. If
actual drilling operations are commenced on the substitute well within ninety
(90) days from the date of rig release of the Initial Test Well, then said well
shall be considered the Initial Test Well for purposes of this Agreement.
Article 4 - Assignment and Assumption of Rights
-----------------------------------------------
4.1 Newfield will obtain Apache's written consent to assignment, by
Newfield to Ridgewood, of a 50.00% interest in the rights, duties and
obligations conferred by the Option Agreement and Farmout Agreement.
4.2 Upon Ridgewood's participation pursuant to the terms and conditions
set forth herein and in the Farmout Agreement, and upon the Parties drilling an
Earning Well (as defined in the Farmout Agreement) and satisfying the Earning
Requirements defined and set out in the Farmout Agreement, the Parties who
participated in the Earning Well, and the full satisfaction of the Earning
Requirements, shall receive from Apache, an assignment of their respective
Working Interest shares of the operating rights interest in the Apache Lease
within the Contract Area, from the surface down to the base of the deepest
productive interval in said well and its stratigraphic equivalent, plus one
hundred (100) feet. In addition, Ridgewood shall be entitled to an assignment of
fifty percent (50%) of the Record Title interest in the entirety of the Newfield
Lease provided it participates in the drilling of the Initial Test Well or
substitute(s) thereof to Contract Depth as defined in the Farmout Agreement.
4.3 The interest assigned to Ridgewood pursuant hereto shall be subject
only to the federal 1/6th royalty (subject to any applicable royalty relief
granted by the Minerals Management Service), and the Apache ORRI, and shall be
free and clear of any other overriding royalty interest, production payments, or
other burdens on production.
Participation Agreement-Eugene Island Block 346/347 dated March 15, 2007
Newfield Exploration Company & Ridgewood Energy Corporation
- 4 -
Article 5 - Ownership of Production
-----------------------------------
Production from each well drilled on the Contract Area will be owned
pursuant to the terms of this Agreement, the Farmout Agreement and the Operating
Agreement.
Article 6 - Insurance
---------------------
In connection with any drilling and/or production operations on the
Contract Area, the Operator shall carry the type and amount of insurance
required by the Farmout Agreement and the Operating Agreement. No other
insurance shall be required of the Operator hereunder.
Article 7 - Miscellaneous Provisions
------------------------------------
Additionally, Ridgewood commits to participate in the drilling of the West
Cameron Block 296 Prospect pursuant to the terms of Letter Agreement dated
November 28, 2006, between Newfield and Ridgewood.
Article 8 - Confidentiality
---------------------------
Except for required disclosures as provided in the Operating Agreement, or
the Farmout Agreement, no Party shall release any geological, geophysical, or
reservoir information or any logs or other information pertaining to the
progress, tests, or results of any well drilled pursuant to this Agreement.
Article 9 - Conflicts
---------------------
Unless provided for otherwise in this Agreement, in the event of any
conflict between the terms and conditions as set forth herein and the terms and
conditions set forth in the Farmout Agreement, the terms and conditions set
forth in the Farmout Agreement shall control. In the event of any conflict
between the terms and conditions as set forth herein and the terms and
conditions set forth in the Operating Agreement, the terms and condition set
forth herein shall control.
Article 10 - Notices
--------------------
All notices, requests or demands to be given under this Agreement shall be
in writing and shall be deemed to have been given (i) three (3) business days
after being sent by registered mail or certified mail, postage prepaid, or (ii)
on the day sent, if hand delivered or sent by facsimile, with receipt confirmed
and verbal confirmation, in each case addressed as follows or to such other
address as may have been furnished in writing to the other Parties hereto in
accordance herewith:
Participation Agreement-Eugene Island Block 346/347 dated March 15, 2007
Newfield Exploration Company & Ridgewood Energy Corporation
- 5 -
If to Newfield:
---------------
Newfield Exploration Company
363 N. Sam Houston Pkwy. E., Suite 2020
Houston, Texas 77060
Attention: Ms. Christina Linscomb
Office Phone: (281) 847-6074
Fax Number: (281) 405-4207
If to Ridgewood:
-----------------
Ridgewood Energy Corporation
11700 Old Katy Road, Suite 280
Houston, Texas 77079
Attn: Mr. Greg Tabor
Office Phone: (281) 293-8449
Fax Number: (281) 293-7705
Article 11 - Topical Headings
-----------------------------
Topical headings appearing at the top of each numbered article have been
inserted for convenience only and are to be given no force or affect whatsoever
in the interpretation of this Agreement.
Article 12 - Successors and Assigns
-----------------------------------
This Agreement shall be binding upon each Party and their successors and
assigns. An assignment by a Party of any lands affected by this Agreement shall
be made expressly subject to, and the assignee shall expressly agree to assume
and comply with, the terms and provisions of this Agreement, the Option
Agreement, the Farmout Agreement and the Operating Agreement.
Article 13 - Counterpart Execution
----------------------------------
This Agreement may be executed by signing the original or a counterpart
thereof. If this Agreement is executed in counterparts, all counterparts taken
together shall have the same effect as if all the Parties had signed the same
instrument. However, this Agreement shall not be effective as to any Party,
until it has been executed by all Parties.
Participation Agreement-Eugene Island Block 346/347 dated March 15, 2007
Newfield Exploration Company & Ridgewood Energy Corporation
- 6 -
IN WITNESS WHEREOF, this instrument is executed by each of the Parties on
the dates noted below, but shall be effective as of the Effective Date
hereinabove first written.
WITNESSES: NEWFIELD EXPLORATION COMPANY
/s/ Christina Linscomb By: /s/ W.M. Blumenshine
- ---------------------- ----------------------
/s/ Rhoda Vaughn Name: W.M. Blumenshine
- --------------------- Title: Vice President - Land
WITNESSES: RIDGEWOOD ENERGY CORPORATION
Christina Linscomb By: /s/ Randy Bennett
- --------------------- ----------------------
Name: Randy Bennett
Title: Land Manager
Participation Agreement-Eugene Island Block 346/347 dated March 15, 2007
Newfield Exploration Company & Ridgewood Energy Corporation
- 7 -
[NEWFIELD LOGO]
September 14, 2006
Apache Corporation
2000 Post Oak Boulevard, Suite 100
Houston, TX 77056
Attn: Mr. Darrell Donaldson
Re: Option Agreement
Eugene Island Block 346
Eugene Island Block 347
Federal Offshore Louisiana
Dear Mr. Donaldson:
Newfield Exploration Company ("Newfield") hereby proposes that Apache
Corporation ("Apache") as owner of Lease No. OCS-G 14482, Eugene Island Block
346, commit its interest in the West Half of the Southwest Quarter of the
Northwest Quarter (W/2SW/4NW/4), the Southeast Quarter of the Southwest Quarter
of the Northwest Quarter (SE/4SW/4NW/4), the Northwest Quarter of the Southwest
Quarter (NW/4SW/4) and the West Half of the Southwest Quarter of the Southwest
Quarter (W/2SW/4SW/4) of said lease ("EI 346 Acreage") and Newfield, as owner of
Lease No. OCS-G 27919, Eugene Island Block 347, commit its interest in the
Southeast Quarter of the Northeast Quarter (SE/4NE/4), North Half of the
Northeast Quarter of the Southeast Quarter (N/2NE/4SE/4), Southeast Quarter of
the Northeast Quarter of the Southeast Quarter (SE/4NE/4SE/4) and the East Half
of the Southeast Quarter of the Southeast Quarter (E/2SE/4SE/4) of said lease
("Newfield Acreage") with the combined El 346 Acreage and Newfield Acreage being
referred to herein as the ("Contract Area") under this option agreement ("Option
Agreement") pursuant to the following terms and conditions:
1. Well Proposal.
a. Within thirty (30) days of full execution of this Option Agreement,
Newfield shall hold a technical review meeting in its offices and provide Apache
a prospect presentation, detailing Newfield's geological/geophysical evaluation
of the Contract Area, including any prospect Newfield has identified and whether
or not Newfield plans to drill same on the Contract Area. Said presentation
shall include a review of Newfield's licensed seismic data which shall be
subject to any restrictions imposed on the data to be shown to Apache by any
applicable confidentiality, license or other agreement, under the terms of the
Confidentiality Agreement attached hereto as Exhibit "A".
b. Within thirty (30) days following the technical review, and after due
consultation with Apache, Newfield may propose to Apache the drilling and
evaluating of a well (the "Initial Test Well") at a location of its choice on
the Contract Area to a minimum depth of 12,000' TVD, or a depth sufficient to
test the equivalent shale interval as seen in the El 346 OCS-G 14482 No. 1 ST-1
EXHIBIT "A"
Attached to and made a part of that certain
Participation Agreement dated effective
March 15, 2007, by and between
Newfield Exploration Company and
Ridgewood Energy Corporation
Newfield Exploration Company (281) 847-6000 Fax (281) 405-4242
Apache Corporation
September 14, 2006
Page 2
Well, whichever is the lesser depth ("Contract Depth"), and shall provide Apache
with a proposed location, objective, cost estimate, AFE and well plan. The
proposed target "GA-1" Sand should occur in a correlative position equivalent to
a shale interval which occurs at 10,550' MD (-10,459' SSTVD) in the EI 346,
Anadarko Petroleum Corporation Well No. 1 ST-1 (OCS-G 14482). Should Newfield
not propose the Initial Test Well as provided in this paragraph, this Option
Agreement will terminate on the thirtieth (30th) day after the technical review
provided for in Paragraph l.a above.
c. If Apache elects to participate pursuant to Article 2.a below and
Newfield elects to process its production from the Initial Test Well or its
substitute at Apache facilities or if the Initial Test Well or its substitute is
drilled from an Apache owned platform, Newfield would drill and complete such
well and thereafter Apache would become the operator. If Apache elects to
farmout pursuant to Article 2.b below and the Initial Test Well is drilled from
an Apache operated platform, Newfield would drill and complete such well and
Apache would operate the production as a contract operator.
2. Apache Option. Apache shall have thirty (30) days from receipt of the
proposal under Paragraph 1(b) within which to elect in writing to either:
a. To participate in the drilling of the initial Well. If Apache decides
to participate, then:
(i) The Initial Test Well, subsequent wells and related development
costs, if any, within the Contract Area, shall be funded fifty percent (50%) by
Newfield and fifty percent (50%) by Apache; and,
(ii) If the Initial Test Well, or its Substitute Well (as described in
4.a), is timely drilled to Contract Depth and qualifies as a well capable of
producing in paying quantities in accordance with 30 CFR 250.115 or 30 CFR
250.116 and Newfield elects to complete said well, with the intention to produce
hydrocarbons to sales (an "Earning Well"), Newfield shall earn an assignment of
fifty percent (50%) of Apache's operating rights in the portion of the EI 346
Acreage comprising the Contract Area down to total depth drilled in said well
and its stratigraphic equivalent plus one hundred (100) feet. Likewise, Apache
shall be entitled to an equivalent assignment of operating rights in and to the
Newfield Acreage; and,
(iii) All operations will be governed by a mutually acceptable
Operating Agreement covering the Contract Area limited in depth from the surface
to the Contract Depth or to the top of salt, whichever is shallower, under which
Newfield and Apache shall own their respective interests as set out above. The
operator would be in accordance with Article 1.c. above.
b. Or to farmout to Newfield the EI 346 Acreage within the Contract Area
on the following terms and conditions:
(i) Newfield shall be designated Operator of the Contract Area, except
as to aliquots and/or wellbores associated with Apache's existing Eugene Island
Block 346 production operations. In the event the Initial Test Well is drilled
from an Apache owned platform, Apache would be designated contract operator of
the production in accordance with Article l.c. above;
Apache Corporation
September 14, 2006
Page 3
(ii) If the Initial Test Well, or its Substitute Well (as described in
4.a.), is an Earning Well, Newfield shall earn an assignment of one hundred
percent (100%) of Apache's operating rights in the EI 346 Acreage from the
surface down to total depth drilled in said well and its stratigraphic
equivalent plus one hundred (100) feet. Apache shall retain a five percent of
six-sixths (5.0% of 6/6ths) overriding royalty interest ("ORRI") in the EI 346
Acreage as to those depths included in the assignment of operating rights earned
by Newfield. Newfield will also assign to Apache a five percent of six-sixths
(5.0% of 6/6ths) ORRI in the Newfield Acreage from the surface down to a total
depth drilled in the Earning Well and its stratigraphic equivalent plus one
hundred (100) feet.
In the event Apache owns less than one hundred percent (100%) of the record
title and/or operating rights interest in the EI 346 Acreage comprising the
Contract Area, Apache's retained ORRI shall be proportionately reduced;
(iii) Newfield will have the option to earn rights to deeper depths in
the Contract Area by commencing drilling operations on or before six (6) months
from the date on which the drilling rig is released from the Earning Well. Any
such additional well to earn the deeper rights shall be drilled in accordance
with the terms and conditions of this Option Agreement, except that the Contract
Depth shall be revised, as appropriate. Failure to drill or participate in the
drilling of an optional deeper test well during said period shall result in loss
by Newfield of any option to earn such deeper rights. Notwithstanding anything
herein to the contrary, Newfield shall not have the right to earn any depths
below the top of salt and any farmout agreement entered into between Apache and
Newfield shall be limited to those depths from the surface to the Contract Depth
or the top of salt whichever is shallower.
3. Production Handling.
Newfield, subject to capacity limitations of the facilities located on
Apache's Platform, shall have the option, but not the obligation, to process its
Contract Area production through Apache's existing production handling
facilities located on the Platform, under the terms of a mutually acceptable
production handling agreement which shall incorporate, among other provisions,
processing and handling rates of $.15/mcf for gas, $1.00/bbl for oil and
condensate, $1.00/bbl for water, and $.05/mcf per stage of compression, if
available and a monthly contract operating fee of $10,000.00 for the first well
and $5,000.00 for each additional well for a manned -facility or $12,500.00 for
the first well and $5,000.00 for each additional well for an unmanned facility
(collectively "Fees"). In any month in which there is production from the
Contract Area, if the Fees do not equal or exceed fifteen thousand dollars
($15,000.00) in any calendar month, then a minimum fee of fifteen thousand
dollars ($15,000.00) shall be charged to Newfield in lieu of fees based upon
throughput for such month, regardless of actual throughput. In any month in
which there is no production from the Contract Area, the minimum monthly fee
shall not exceed ten thousand dollars ($10,000.00). The Fees shall be adjusted
on the first day of April of each year by multiplying the rate currently in use
by the percentage increase in the average weekly earnings of Crude Petroleum and
Gas Production Workers for the last calendar year compared to the calendar year
preceding as shown by the index of average weekly earnings of Crude Petroleum
and Gas Production Workers as published by the United States Department of
Labor, Bureau of Labor Statistics. The increase in the Fees will be prorated to
the date of initial production during the first year of operation.
Notwithstanding the above, in the event Apache determines in its sole judgment
Apache Corporation
September 14, 2006
Page 4
that it is uneconomic to continue to process Newfield's production at Apache's
production facilities, then Apache may discontinue the production handling
services upon sixty (60) days written notice to Newfield and the parties will
attempt to negotiate a sale or platform sublease agreement to allow continued
Contract Area production.
4. General Terms and Conditions. Whether Apache agrees to participate or to
farmout under Paragraph 2, the parties agree that:
a. Newfield will have the option to commence the drilling of another well
(a "Substitute Well") in the event the Initial Test Well is unable to reach
Contract Depth due to conditions beyond Newfield's control as a prudent
operator, within ninety (90) days of the date the rig is released on the well.
If the Initial Test Well, or any Substitute Well therefor, reaches Contract
Depth but does not qualify as an Earning Well, Newfield shall have ninety (90)
days after the plugging and abandonment of such well to commence the drilling of
an additional well in an attempt to earn an interest in the Contract Area; and,
b. Subject to weather conditions, rig availability and acquiring all
necessary permits, Newfield must commence, or cause to be commenced, the
drilling of the Initial Test Well within one hundred eighty (180) days after
execution of this Option Agreement at a location of its choice on the Contract
Area. Drilling of the Initial Test Well shall thereafter continue in a
workmanlike manner to Contract Depth with the option to drill the Initial Test
Well or subsequent wells to a deeper depth. Newfield's only penalty for failure
to commence the Initial Test Well as provided herein shall be loss of all rights
to earn an interest in the EI 346 Acreage.
c. Newfield shall not earn an interest in nor assume any additional
liability associated with any well, platform, facility, or pipeline currently
located on the Contract Area, except as may be provided under any production
handling agreement or platform sublease agreement that may be entered into
pursuant to this Option Agreement. Apache shall retain one hundred percent
(100%) of its rights and interests in any such well, platform, facility or
pipeline currently located on the EI 346 Acreage including the obligation to
abandon same.
d. Newfield and Apache, if Apache elects to participate pursuant to Article
2. (a) above, shall not drill and produce, or cause to be drilled and produced,
from the Contract Area any reserves that are being produced or capable of being
produced by recompletion or other means of recovery from Apache's existing wells
in the EI 346 Acreage. Likewise, Apache shall not drill and produce, or cause to
be drilled and produced, any new wells on Eugene Island Block 346 which would
compete with and drain reserves discovered by any wells drilled pursuant hereto
on the Contract Area. Newfield shall not drill and produce or cause to be
drilled and produced, any new wells on Eugene Island Block 347 which would
compete with and drain reserves discovered by any wells drilled pursuant hereto
on the Contract Area,
e. Following Apache's election to farmout or participate in the drilling of
the Initial Test Well, Newfield and Apache shall in good faith and in a timely
manner negotiate and execute a comprehensive farmout agreement or operating
agreement, as appropriate, consistent and in line with the terms hereof.
Apache Corporation
September 14, 2006
Page 5
f. The terms of this Option Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
No assignment shall be effective without the prior written approval of the
non-assigning party, which approval shall not be unreasonably withheld.
g. Any assignment earned by Newfield pursuant to Article 2.a.(ii) or
2.b.(ii) of this agreement shall be without warranty of title, either express or
implied, except for a limited warranty by, through or under Apache, but not
otherwise. Any assignment earned by Apache pursuant to Article 2.a.(ii) of this
agreement shall be without warranty of title, either express or implied, except
for a limited warranty by, through or under Newfield, but not otherwise.
h. For the purpose of giving notice of termination, or any other notice
that may be necessary in the performance of this agreement, notice shall be
deemed delivered when received. Notice shall be given at the following addresses
until written notice is provided by either party to the other of a change of
such address:
Apache Corporation Newfield Exploration Company
2000 Post Oak Blvd. Ste. 100 363 N. Sam Houston Parkway East,
Houston, TX 77056 Suite 2020
ATTN: Mrs. Becky Harden Houston, TX 77060
Phone: 713-296-6349 ATTN: Mrs. Christina Linscomb
Fax: 713-296-7024 Phone: 281-847-6074
Fax: 281-405-4207
If the terms and conditions described above are acceptable, please indicate your
agreement by signing in the space provided below and returning a signed copy of
this letter to the attention of the undersigned.
We appreciate your consideration of this proposal and look forward to hearing
from you soon. This offer shall expire at 4:00 p.m. C.S.T. on September 22,
2006. If you have any questions, please feel free to contact Christina Linscomb
at (281) 847-6074.
Sincerely,
/s/ John H. Jasek
John H. Jasek
General Manager - GOM
Apache Corporation
September 14, 2006
Page 6
AGREED AND ACCEPTED this 19th day of September, 2006.
APACHE CORPORATION
By: /s/ C.R. Harden
---------------
C.R. Harden
Title: Attorney-In-Fact
----------------
- --------------------------------------------------------------------------------
[APACHE CORPORATION LOGO]
2000 POST OAK BOULEVARD / SUITE 100 / HOUSTON, TEXAS 77056-4400
- --------------------------------------------------------------------------------
(713) 296 6000
WWW.APACHECORP.COM
February 28, 2007
Newfield Exploration Company
Attn: Ms. Christina B. Linscomb
363 N. Sam Houston Parkway East, Suite 2020
Houston, Texas 77060
Re: Farmout Agreement
OCS-G 14482
Eugene Island Block 346
Offshore Louisiana
Dear Chris,
Apache Corporation ("Apache") is the owner of the following oil and gas
lease situated Offshore Louisiana ("Apache Lease"):
OCS-G 14482, dated effective June 1, 1994, between the United States
of America, acting through the Director, Bureau of Land Management, as
LESSOR, and Anadarko Petroleum Corporation and Phillips Petroleum
Company, as LESSEE, covering and affecting lands described as all of
Block 346, Eugene Island Area, containing 5,000 acres, more or less;
limited specifically to the West Half of the Southwest Quarter of the
Northwest Quarter (W/2 SW/4 NW/4), the Southeast Quarter of the
Southwest Quarter of the Northwest Quarter (SE/4 SW/4 NW/4), the
Northwest Quarter of the Southwest Quarter (NW/4 SW/4) and the West
Half of the Southwest Quarter of the Southwest Quarter (W/2 SW/4 SW/4)
of Eugene Island Block 346, being hereinafter described as the
"Farmout Area".
Newfield Exploration Company ("Newfield") is the owner of the following oil and
gas lease situated Offshore Louisiana ("Newfield Lease"):
OCS-G 27919, dated effective June 1, 2006, between the United States of
America, acting through the Director, Bureau of Land Management, as LESSOR,
and Newfield Exploration Company, as LESSEE, covering and affecting lands
described as all of Block 347, Eugene Island Area, containing 5,000 acres,
more or less; limited specifically to the Southeast Quarter of the
Northeast Quarter (SE/4 NE/4), the Southeast Quarter of the Northeast
Quarter of the Southeast Quarter (SE/4 NE/4 SE/4), the North Half of the
Northeast Quarter of the Southeast Quarter (N/2 NE/4 SE/4) and the East
Half of the Southeast Quarter of the Southeast Quarter (E/2 SE/4 SE/4) of
Eugene Island Block 346.
EXHIBIT "B"
Attached to and made a part of that certain
Participation Agreement dated effective
March 15, 2007, by and between
Newfield Exploration Company and
Ridgewood Energy Corporation
Newfield Exploration Company
February 28, 2007
Page 2 of 20
The Apache Lease and the Newfield Lease are hereinafter collectively described
as the "Contract Area".
Upon acceptance of this Farmout Agreement ("Agreement"), Apache grants to
Newfield the right to acquire one hundred percent (100%) of Apache's interests
in the Farmout Area, under the terms and conditions set out below. Apache and
Newfield are herein sometimes referred to collectively as "Parties" and
individually as "Party".
Newfield represents and warrants to Apache that Newfield is duly qualified with
the United States Minerals Management Service ("MMS") to do business in the
Outer Continental Shelf, Gulf of Mexico.
This Agreement implements an election by Apache pursuant to that certain Option
Agreement dated September 14, 2006, ("Option Agreement") between the Parties not
to participate in Newfield's proposed OCS-G 14482 Well No. 7.
I.
INITIAL TEST WELL
-----------------
Subject to rig availability, weather conditions and acquiring all necessary
permits, Newfield will commence or cause to be commenced the drilling of the
OCS-G 14482 Well No. 7 ("Initial Test Well"), on or before May 30, 2007, at a
surface and bottomhole location of 6,150' FSL and 900' FWL of Eugene Island
Block 346. The well will be drilled in accordance with Newfield's AFE dated
October 27, 2006, and to a proposed total depth of 12,890' TVD/MD or to a depth
sufficient to fully evaluate the "GA-1" Sand whichever is lesser depth
("Contract Depth"). The "GA-1" Sand correlates to the shale interval which
occurs at 10,550' MD (10,459' SSTVD) in the El 346, Anadarko Petroleum
Corporation Well No. 1 ST-1 (OCS-G 14482).
Newfield shall not commence operations under this Agreement until Apache
has received a fully executed copy of this Agreement, Newfield has been
designated as Operator for conducting operations under this Agreement, and
Newfield has acquired all the necessary permits.
The Initial Test Well, Subsequent Well(s) (defined in Section II below) or
any Substitute Well (defined in Section II below) drilled under the terms of
this Agreement, shall be drilled free of any cost and/or liability of any kind
or character to Apache, and all risk, liability, costs or expenses incurred in
connection with drilling, testing, completing, operating and associated tie-in
of said well or wells and/or plugging or abandoning said well or wells shall be
borne solely by Newfield.
Newfield shall not be obligated to drill or commence drilling the Initial
Test Well or any other well under the terms of this Agreement. If Newfield fails
Newfield Exploration Company
February 28, 2007
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to timely commence drilling the Initial Test Well, Newfield will suffer no
penalty other than the forfeiture of all rights under this Agreement.
II.
SUBSTITUTE WELL and SUBSEQUENT WELL(S)
--------------------------------------
If, during the drilling of the Initial Test Well, or a Substitute Well
(defined in this paragraph), Newfield is unable to reach Contract Depth due to
conditions beyond Newfield's control, which in the opinion of a reasonably
prudent Operator under the same or similar conditions would render further
drilling impracticable or hazardous, and such condition prevents further
drilling of the well, Newfield may commence a "Substitute Well", provided actual
drilling of this Substitute Well is commenced within ninety (90) days after
release of the drilling rig used for the Initial Test Well or any Substitute
Well, and is drilled pursuant to all the terms and provisions of this Agreement
applicable to the well for which it is substituted.
If the Initial Test Well or any Substitute Well therefore, reaches Contract
Depth but does not qualify as an Earning Well as described in Section III below,
Newfield shall have the continuing right to drill "Subsequent Well(s)" on the
Contract Area provided that each such Subsequent Well shall be subject to all
the terms and provisions of this Agreement, and further provided that Newfield
commences actual drilling operations on such Subsequent Well within ninety (90)
days from plugging and abandonment of the prior well. In the event Newfield does
not commence a Substitute Well or Subsequent Well within the applicable ninety
(90) day period, this Agreement and Contract Area and all the terms and
conditions contained herein shall terminate except for Newfield's obligation to
plug and abandon any wells and/or platforms drilled and/or installed on the
Contract Area by Newfield,
Newfield will have the option to earn rights to deeper depths in the
Contract Area by commencing drilling operations on or before one hundred eighty
(180) days from the date on which the drilling rig is released from the Earning
Well. Any such "Additional Well" to earn the deeper rights shall be drilled in
accordance with the terms and conditions of this Agreement. Failure to drill or
participate in the drilling of an Additional Well during said period shall
result in loss by Newfield of any option to earn such deeper rights.
Notwithstanding anything contained herein to the contrary, Newfield shall not
have the right to earn any depths below the Deepest Earning Depth (defined in
Section III below).
Notwithstanding anything herein to the contrary, Newfield shall not have
the right to drill any Substitute Well, Subsequent Well or Additional Well from
Apache's Eugene Island Block 346 "A" platform ("Platform") located at 3,298' FNL
and 3,543' FWL of Eugene Island 346.
III.
INTEREST EARNED
---------------
Should Newfield drill the Initial Test Well or a Subsequent Well (or a
Substitute Well for either the Initial Test Well or a Subsequent Well) to the
Contract Depth, comply with the terms of this Agreement, and obtain MMS
Newfield Exploration Company
February 28, 2007
Page 4 of 20
determination that said well is a well capable of commercial production as
provided under 30 CFR ss.250 115 or 116 and Newfield commences actual production
within one hundred eighty (180) days of release of the drilling rig, or failing
to obtain this determination, should Newfield elect to complete the well and
equip same for the production of oil and/or gas in commercial quantities and
Newfield commences actual production within one hundred eighty (180) days of
release of the drilling rig, then said well shall be deemed the "Earning Well"
and Apache shall execute and deliver an "Assignment" assigning to Newfield an
interest in the operating rights to the Farmout Area. The Assignment shall:
A. Be prepared by Apache and delivered to Newfield within sixty (60) days of a
well being deemed an Earning Well, with the effective date of the
Assignment being the date that the well is deemed an Earning Well.
B. Be without warranty of title, statutory, express or implied, other than by,
through and under Apache, and subject to all terms and conditions contained
in all contracts (including but not limited to that certain Oil Purchase
and Sale Agreement between Anadarko Petroleum Corporation and Texaco
Trading and Transportation Inc. dated December 23, 1995) and agreements
(recorded and unrecorded) attributable to the assigned interest, to the MMS
reserved royalty interest, and the overriding royalty interest reserved by
Apache as provided in Section III.(F) below and any overriding royalty
interest or similar burdens affecting the Contract Area and filed of record
as of December 5, 2006. Newfield acknowledges that it has reviewed Apache's
files and is familiar with the Apache Lease and all agreements relating to
the Farmout Area and takes cognizant of all matters relating to same.
C. Be subject to the approval of the authorized officer of the MMS.
D. Convey to Newfield one hundred percent (100%) of Apache's interest in and
to the operating rights in the Farmout Area, from the surface down to the
stratigraphic equivalent of the total depth drilled in the Earning Well
plus one-hundred feet (100'), but in no event deeper than the top of salt.
"Deepest Earning Depth" is defined as Contract Depth plus one hundred feet
(100') or the top of salt, whichever is shallower.
E. Reserve to Apache all rights to drill through the Farmout Area in order to
explore, develop and/or operate all rights owned by Apache below the
Contract Area or on lands pooled, or to be pooled, unitized or communitized
therewith.
F. Reserve to Apache an overriding royalty interest in the Apache Lease,
including the Earning Well, of five percent of six-sixths (5.0% of 6/6ths)
of all liquid and/or gaseous hydrocarbon substances produced and/or saved,
either through testing or production on the Apache Lease.
Simultaneously with Apache's execution of the Assignment, Newfield shall
assign to Apache an overriding royalty interest of five percent of
Newfield Exploration Company
February 28, 2007
Page 5 of 20
six-sixths (5 0% of 6/6ths) of all liquid and/or gaseous hydrocarbon
substances produced and/or saved, either through testing or production on
the Newfield Lease.
Both the overriding royalty reserved by Apache on the Apache Lease and the
overriding royalty assigned to Apache on the Newfield Lease shall be
collectively referred to as the overriding royalty interest ("ORRI").
G. Apache's ORRI shall be computed in the same manner and paid at the same
time as the Lessor's royalty under the Apache Lease and the Newfield Lease
and shall be free and clear of all royalty (other than MMS royalty),
overriding royalty, and other burdens associated with production and all
costs and expenses of drilling and production, except that the ORRI shall
be charged with and bear its proportionate part of ad valorem, production,
severance, excise, and other similar taxes on production. In the event the
interest owned by Apache in the Farmout Area is less than a full leasehold
interest, then the overriding royalty interest retained by Apache in the
Apache Lease and the interest earned by Newfield shall each be
proportionately reduced.
H. Newfield shall not earn an interest in nor assume any additional liability
associated with any well, platform, facility or pipeline currently located
on the Farmout Area, except as provided in the PHA, as herein defined.
Newfield shall not drill and produce or cause to be drilled and produced,
from the Contract Area, any reserves that are being produced or capable of
being produced from Apache's existing wells in the Contract Area or wells
drilled in the Contract Area pursuant to this Agreement by recompletion of
existing wells or the drilling of new wells for reserves that are capable
of being produced in existing wells. Apache shall not drill and produce or
cause to be drilled and produced, any new wells or the sidetrack of an
existing well on the Contract Area, which would compete with and drain
reserves discovered by any wells drilled hereunder pursuant to this
Agreement.
I. In the event Newfield fails to commence production from the Earning Well
within one (1) year from rig release on the Earning Well then, unless
Newfield can demonstrate a good faith effort on its part in attempting to
initiate the sale of production from the Contract Area, the Contract Area
shall terminate and Newfield will reassign to Apache any interest assigned
to Newfield in the Farmout Area.
J. Upon the total cessation of production from all wells drilled under this
Agreement for a consecutive period of one hundred twenty days (120) days,
during which period of time no operations are being conducted on the
Contract Area in a good faith effort to re-establish production, the
Contract Area shall terminate and at the request of Apache Newfield will
re-assign to Apache any interest earned under this Agreement unless
Newfield can demonstrate to Apache that reasonable circumstances exist
which prohibit Newfield from conducting operations to re-establish
production, but that Newfield is preparing to conduct such operations no
later than one hundred fifty (150) days following such total cessation of
production. Additionally, Apache will re-assign to Newfield any
Newfield Exploration Company
February 28, 2007
Page 6 of 20
overriding royalty interest previously assigned to Apache by Newfield
pursuant to III. F. above.
K. Any interest assigned from Newfield to Apache shall be free and clear of
any liens, claims, encumbrances or any other burdens created by, through or
under Newfield, but shall be subject to the interests reserved herein by
Apache and all burdens of record as of December 5, 2006.
IV.
PRODUCTION HANDLING
-------------------
Newfield, subject to capacity limitations of the facilities located on the
Platform, shall have the option, but not the obligation, to process its
production from the Contract Area ("Farmout Production") through Apache's
existing production handling facilities located on the Platform, under the terms
of a mutually acceptable production handling agreement ("PHA") which shall
incorporate, among other provisions, processing and handling rates of $.15/mcf
for gas, $1.00/bbl for oil and condensate, $1.00/bbl for water, and $.05/mcf per
stage of compression, if available and a monthly contract operating fee of
$10,000.00 for the first well and $5,000.00 for each additional well for a
manned facility or $12,500.00 for the first well and $5,000.00 for each
additional well for an unmanned facility (collectively "Fees"). In any month in
which there is Farmout Production, if the Fees do not equal or exceed fifteen
thousand dollars ($15,000.00) in any calendar month, then a minimum fee of
fifteen thousand dollars ($15,000.00) shall be charged to Newfield in lieu of
fees based upon throughput for such month, regardless of actual throughput. In
any month in which there is no Farmout Production, the minimum monthly fee shall
not exceed ten thousand dollars ($10,000.00). The Fees shall be adjusted on the
first day of April of each year by multiplying the rate currently in use by the
percentage increase in the average weekly earnings of Crude Petroleum and Gas
Production Workers for the last calendar year compared to the calendar year
preceding as shown published by the United States Department of Labor, Bureau of
Labor Statistics. The increase in the Fees will be prorated to the date of
initial Farmout Production during the first year of operation. Notwithstanding
the above, in the event Apache determines in its sole judgment that it is
uneconomic to continue to process Newfield's Farmout Production at Apache's
production facilities, then Apache may discontinue the production handling
services upon sixty (60) days written notice to Newfield and the parties will
attempt to negotiate a sale or platform sublease agreement to all continued
Farmout Production from wells drilled pursuant to this Agreement. The PHA shall
provide that in the event such an agreement cannot be reached, then Apache shall
designate Newfield as operator of the necessary Platform and facilities to
enable Newfield to continue to process and handle its Farmout Production and in
lieu of any fees under the PHA, Newfield shall bear and pay all actual LOE
incurred in operating and maintaining the relevant Platform and facilities until
Newfield's Farmout Production has depleted and Newfield has plugged and
abandoned its wells at which time Apache shall be responsible for the plugging
and abandonment of its wells and for the removal of its Platform. Newfield shall
be responsible for all maintenance and repairs of the Platform, the facilities
and its wells during Newfield's operation of the Platform and facilities.
Newfield shall also be responsible for emergency and spill response as
Newfield Exploration Company
February 28, 2007
Page 7 of 20
required by regulatory authorities and shall be responsible for regulatory
report while such Platform and facilities are operated by Newfield. NEWFIELD
SHALL DEFEND, INDEMNIFY, RELEASE AND HOLD HARMLESS APACHE FROM AND AGAINST ANY
SUCH DUTIES, RESPONSIBILITIES AND LIABILITIES.
In the event installation of additional facilities for the separation,
dehydration, compression, water disposal, measurement and sales ("Processing")
of the Farmout Production or any modifications or upgrades to the Platform are
necessary for the Processing of the Farmout Production, Newfield will incur all
costs associated with such modifications and/or upgrades.
In the event Apache's production of oil and gas from the Platform is
interrupted for a period exceeding forty-eight (48) consecutive hours for each
interruption as a result of Newfield's operations including but not limited to
construction, installation, maintenance, well abandonment operations or removal
of any facilities which belong to Newfield, then Newfield shall make a payment
("Downtime Fee") to Apache within thirty (30) days of receipt of a bill with
supporting information from Apache. The Downtime Fee is to be calculated
according to the number of hours of downtime per downtime event exceeding
forty-eight (48) consecutive hours on the basis of Apache's average daily
production for the previous forty-five (45) days and on the basis of the average
published commodity price, for like kind and grade of product, which would have
been received during such downtime period, as follows:
(A x B) x (C) divided by (45 x 24)
Where: A = number of hours of downtime after consecutive forty-eight
(48) hour free period
B = total daily production for previous forty-five (45) days
C = Apache's average commodity sale price during downtime
period
V.
INFORMATION REQUIREMENTS
------------------------
Newfield shall deliver to Apache, free of cost, the information set out in
Exhibit "A", attached hereto, and all other geological and geophysical,
engineering, technical, production test, exploratory, and reservoir information,
and any logs or other information and data that Newfield might acquire from the
Initial Test Well or any other well drilled by Newfield on the Contract Area but
only to the extent that such information is not restricted by licensing
agreements. Delivery of such information to Apache shall be a condition of
Newfield earning the Assignment provided for in Section III.
VI.
CONFIDENTIALITY
---------------
A. The term "Confidential Information" shall include any geological,
geophysical, engineering, technical, production test, exploratory, or
reservoir information, or any logs or other information delivered to
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February 28, 2007
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Apache by Newfield pursuant to Section V above. Confidential Information
shall be the property of the Parties and shall be maintained by Apache as
confidential for a period of two (2) years from the effective date of this
Agreement or until such information is made public by a governmental
authority, whichever is earlier. Each Party shall use at least the same
degree of care in protecting the Confidential Information as it uses in
protecting its own proprietary materials.
B. Apache shall not have any obligation to limit disclosure or use of any
portion of Confidential Information which:
1. Is already in Apache's possession prior to receipt hereunder;
2. Is now in or hereafter becomes publicly available through no fault of
Apache;
3. Is disclosed to Apache without obligation of confidence by a third
party which has the right to make such disclosure; or
4. Is independently developed by or for Apache without reference to
Confidential Information received under this Agreement.
C. Any Party may make Confidential Information available to third parties
without the consent of the other Party as follows:
1. To a consultant or engineering firm for hydrocarbon reserve or other
technical evaluation, analysis or interpretation or for reprocessing,
provided that such consultant or engineering firm is not allowed to
retain a copy of the Confidential Information after completion of its
services and agrees in writing to treat it as confidential.
2. To show, but not provide copies, to a third party with which a Party
is negotiating sale of all or part of its interest in the Contract
Area, or a possible merger or consolidation or sale of its business
operations; provided that such third party or parties agree in
writing, to hold all such Confidential Information in confidence. In
the event of completion of a transaction contemplated by this Section
VI.C.2., a copy of all Confidential Information may be provided to the
successor in interest of such Party and such Party may also retain
copies of the Confidential Information with all the rights and
obligations which it had prior to the completion of the transaction.
3. To show and provide copies of the Confidential Information to
affiliates or financial institutions provided that such affiliates or
financial institutions agree to be bound by the confidentiality
provisions of this Agreement.
Newfield Exploration Company
February 28, 2007
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4. To show the Confidential Information to and provide copies thereof to
agencies of federal and state governments having jurisdiction to the
extent required by applicable law, rule or regulation, provided that
such Party shall take all actions to require the confidential
treatment of the Confidential Information which must be disclosed.
VII.
CONSENT TO ASSIGN
-----------------
Except for assignments to affiliates of Newfield, internal partners of
Newfield or financial institutions as part of a financing arrangement, Newfield
may not assign any rights Agreement without the prior written consent of Apache,
and any assignment made without such consent shall be void. Such request shall
contain the name, address and percentage of participation of the proposed
assignee. Should Newfield request Apache's consent to assign to a willing and
financially able party, Apache's consent shall not be unreasonably withheld.
Notwithstanding Apache's consent to assign, Newfield shall remain fully liable
to Apache for the performance of all obligations incurred prior to the effective
date of the Assignment under this Agreement. All assignments shall be made
expressly subject to this Agreement and Apache shall not be under any obligation
to recognize any assignment of this Agreement pursuant to the terms hereof
unless and until it has received from Newfield a true and correct copy of same
and assignee has ratified this Agreement.
VIII.
INDEMNITY
---------
NEWFIELD SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD APACHE, ITS AFFILIATES
AND CONTRACTORS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, OR REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, SUCCESSORS AND ASSIGNS
HARMLESS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FROM AND AGAINST ANY CLAIMS,
LIABILITIES, AND LOSSES FOR INJURY, DEATH OR DAMAGE OF EVERY KIND AND CHARACTER
TO PERSONS, PROPERTY OR THE ENVIRONMENT (INCLUDING, BUT NOT LIMITED TO THE COST
OF LITIGATION AND ATTORNEY'S FEES INCURRED IN CONNECTION WITH THE SAME) ARISING
OUT OF OR IN CONNECTION WITH NEWFIELD'S OPERATIONS UNDER THE TERMS OF THIS
AGREEMENT, OR NEWFIELD, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, SUCCESSORS, AND ASSIGNS; PROVIDED
THAT IF ANY SUIT IS FILED ON ANY CLAIM, NEWFIELD SHALL IMMEDIATELY NOTIFY APACHE
AND PERMIT APACHE TO PARTICIPATE IN THE DEFENSE THEREOF WITHOUT WAIVER OR
IMPAIRMENT OF NEWFIELD INDEMNITIES TO APACHE; HOWEVER, THE ABOVE SHALL NOT APPLY
TO APACHE IN THE EVENT OF APACHE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Newfield Exploration Company
February 28, 2007
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IX.
ASSUMPTION OF LIABILITIES
-------------------------
It is understood that Newfield shall assume all duties, responsibilities
and liabilities in connection with all of its operations on the Contract Area
limited to the interests subject to this Agreement, and that Newfield shall
perform all duties and make any and all filings and reports as necessary and
obtain all necessary permits in connection with the drilling and plugging and
abandoning of any well or wells drilled under the terms of this Agreement.
NEWFIELD DOES HEREBY AGREE TO DEFEND, INDEMNIFY, RELEASE AND HOLD HARMLESS
APACHE FROM AND AGAINST ANY SUCH DUTIES, RESPONSIBILITIES AND LIABILITIES.
Although Apache, as the current Operator of the Farmout Area, will provide
Newfield copies of permits and site data (including any shallow hazard surveys,
bathymetry reports, and soil boring reports) if and when available, APACHE MAKES
NO WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND HEREBY EXPRESSLY
DISCLAIMS ALL SUCH WARRANTIES, AS TO THE ACCURACY OR COMPLETENESS OF SUCH
INFORMATION, PERMITS OR DATA SO FURNISHED. NEWFIELD HEREBY EXPRESSLY ASSUMES THE
RISK OF THE INACCURACY OR INCOMPLETENESS OF SUCH INFORMATION, PERMITS OR DATA,
WAIVES ANY CLAIMS AGAINST APACHE REGARDING SUCH INFORMATION, PERMITS OR DATA,
AND ACKNOWLEDGES THAT, WITHOUT SUCH WAIVER, APACHE WOULD NOT FURNISH SUCH
INFORMATION, PERMITS OR DATA.
Notwithstanding the above, neither Party hereto shall be liable in an
action initiated by one (1) against the other for special, indirect,
consequential, exemplary or punitive damages resulting from or arising out of
this Agreement, including, without limitation, loss of profit or business
interruptions, however same may be caused.
X.
SEVERAL LIABILITY
-----------------
The Parties hereby agree that the respective obligations and liabilities of
the Parties under this Agreement shall be several, not joint or collective, and
each Party shall be responsible for its own obligations. It is not the intention
of the Parties to create, nor shall this Agreement be construed as creating, a
mining or other partnership, agency or association between the Parties or liable
as partners, agents or associates.
XI.
COMPLIANCE
----------
Newfield shall comply with the laws and regulations applicable to any
activities carried out by Newfield under the provisions of this Agreement and
any amendments hereto. Newfield agrees to immediately notify Apache of any
material failures to comply with applicable laws or regulations, AND AGREES TO
Newfield Exploration Company
February 28, 2007
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RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS APACHE FROM AND AGAINST ANY AND
ALL LOSSES, LIABILITIES, CLAIMS, DEMANDS, ORDERS, JUDGMENTS, NOTICES, DAMAGES OR
OTHER MATTERS, WHETHER SIMILAR OR DISSIMILAR IN NATURE WHICH MAY ARISE FROM
NEWFIELD'S FAILURE TO COMPLY WITH SUCH LAWS AND REGULATIONS.
XII.
INSURANCE
---------
During the term of this Agreement, Newfield shall maintain insurance
coverage, with reasonable deductibles and insurers acceptable to Apache, as set
forth in Exhibit "B". Newfield also require its contractors and subcontractors
to carry prudent insurance coverage for the types of operations undertaken. Any
deficiencies in the insurance policies of Newfield's contractors and
subcontractors shall be the sole responsibility of Newfield. It is expressly
understood and agreed that the coverages required in Exhibit "B" represent
Newfield's minimum insurance requirements and are not to be construed to fund or
limit the liability or any indemnity obligations that are undertaken by Newfield
in this Agreement.
With respect to the liabilities assumed in this Agreement, the insurers of
the specified policies of insurance hereunder, including those insurance
policies required of Newfield's contractors and/or subcontractors, shall waive
their rights of subrogation against Apache, their subsidiary and affiliated
companies, their directors, officers, employees, agents, representatives,
invitees, co-lessees, co-owners, partners, joint venturers, contractors and
subcontractors, and their insurers, and each of their respective successors,
spouses, relatives, dependents, heirs and
With respect to the liabilities assumed in this Agreement, the insurers of
the specified policies of insurance required hereunder shall include Apache and
their subsidiary and affiliated companies as additional insureds. However, this
provision shall not apply to the Workers' Compensation policies of either
Newfield or of its contractors and/or subcontractors.
Prior to any work commencing under this Agreement, Newfield shall furnish
Apache with certificates of insurance indicating that the required insurance
policies are in full force, and that such policies shall not be cancelled
without thirty (30) days prior written notice to Apache.
XII.
REPORTING ACCURACY
------------------
All financial settlements, billings and reports rendered to Apache by
Newfield and all bills given to Newfield by Apache pursuant to this Agreement
and/or any amendments, shall reflect properly the facts about all activities and
transactions. Each Party agrees to notify the other Party promptly upon
discovery of any instance where it has reason to believe data supplied is no
longer accurate or complete.
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XIV.
AUDIT RIGHTS
------------
Apache, upon written notice to Newfield, shall have the right, for a period
of twenty-four (24) months from the end of the calendar year in which a payout
statement or ORRI disbursement is or should have been received, to audit
Newfield's records of all proceeds, operating expenses and any other data or
information attributable to such payout statement, ORRI disbursement and the
rights of Apache pursuant to this Agreement.
XV.
WELL TAKEOVER
-------------
If, at any time, Newfield elects to permanently abandon any well drilled
under this Agreement, then Apache shall have the option to take over said well
for any purpose. If Newfield elects to abandon such a well, it shall give notice
to Apache within forty-eight (48) hours (inclusive of weekends and holidays) of
making its decision to so abandon. Within ten (10) business days after receipt
of such notice, or if a drilling rig is on location, within forty-eight 48)
hours, exclusive of weekends and holidays, Apache shall notify Newfield whether
it elects to exercise its option. Failure to respond timely shall be deemed a
negative election.
If Apache exercises the option to take over the well, it shall be entitled
to operate the well in conjunction with any facilities which are or would have
been connected with operation of the well, and Apache shall further be entitled
to produce the well from any zone, formation, or reservoir previously
encountered in the well to be taken over whether or not the zone, formation, or
reservoir has been previously completed. In the event Apache exercises such well
takeover option, it shall pay Newfield the salvage value of the well and
associated equipment (including the salvage value of the platform and facilities
associated with the well), if any, less the estimated costs of salvaging and
shall thereafter assume all further risk, responsibility and expense of plugging
and abandoning the well. If Apache elects not to take over the well, then
Newfield shall thereafter promptly plug and abandon it and any associated
flowline or pipeline in accordance with all rules and regulations of the MMS.
XVI.
RIGHTS TO PRODUCTION
--------------------
Each Party shall own and have the right to receive in-kind and to
separately dispose of its proportionate share of the oil and gas production from
the Contract Area.
XVII.
LEASE MAINTENANCE PAYMENTS
--------------------------
Prior to the time Newfield receives an Assignment under this Agreement,
Apache shall pay any rentals and/or minimum royalty necessary to perpetuate the
Apache Lease. Subsequent to such Assignment, Apache will continue to make such
payments; provided however, Apache may be relieved of such obligation at such
Newfield Exploration Company
February 28, 2007
Page 13 of 20
time as all wells on the Apache Lease in which Apache has a working interest are
no longer capable of producing in Apache's sole judgment and Apache gives
Newfield notice at least sixty (60) days prior to any payment due date, and
thereafter Newfield shall be responsible for such payments. Any payments made by
Apache prior or subsequent to any Assignment hereunder, shall be reimbursed to
Apache by Newfield within thirty (30) days of its receipt of invoice for such
payment. Upon the written request of a non-paying Party, the Party responsible
for making the rental or minimum royalty payments shall provide proof of any
such payment.
XVIII.
APPLICABLE LAW
--------------
THE APACHE LEASE AND NEWFIELD LEASE AND ALL OPERATIONS CONDUCTED HEREUNDER
BY NEWFIELD SHALL BE SUBJECT TO ALL VALID AND APPLICABLE FEDERAL LAWS, RULES,
REGULATIONS AND ORDERS ("FEDERAL LAW"). TO THE EXTENT REQUIRED BY FEDERAL LAW,
THE LAWS OF THE STATE ADJACENT TO THE LEASE SHALL APPLY. THIS AGREEMENT SHALL
OTHERWISE BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS
OF THE STATE OF TEXAS, EXCLUSIVE OF ANY PROVISIONS THAT WOULD DIRECT THE
APPLICATION OF THE SUBSTANTIVE LAW OF ANY OTHER JURISDICTION. In the event this
Agreement or such operations, or any part thereof, contemplated hereby are found
to be inconsistent with or contrary to any such laws, rules, regulations or
orders, the laws, rules, regulations or orders shall be deemed to control and
this Agreement shall be regarded as modified accordingly and as so modified
shall continue in full force and effect.
XIX.
MISCELLANEOUS
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A. Except as otherwise provided for in this Agreement, this Agreement contains
and comprises the entire agreement between the Parties regarding the Apache
Lease, Newfield Lease and Contract Area and supersedes any previous
negotiations or documents related thereto. Any amendments, changes or
modifications to the rights and obligations of the Parties hereto shall be
in writing and shall be effective only when agreed in writing by all
Parties. Apache makes no warranty, statutory, express or implied, with
respect to its ownership in the Apache Lease, except by, through or under
Apache.
B. The section headings used herein are for convenience only and shall not be
construed as having any substantive significance or as indicating that all
of the provisions of this Agreement relating to any particular topic are to
be found in any particular section.
C. All notices given hereunder, except information as specified in Exhibit
"A", shall be given to the Parties at the following addresses:
Newfield Exploration Company
February 28, 2007
Page 14 of 20
Apache Corporation
2000 Post Oak Blvd, Suite 100
Houston, Texas 77056
Attn: Land Manager - Gulf Coast Region
Telephone: (713) 296-6349
Facsimile: (713) 296-7024
Newfield Exploration Company
363 North Sam Houston Pkwy. E., Suite 2020
Houston, Texas 77060
Attn: Ms. Christina Linscomb
Telephone: (281) 847-6074
Facsimile: (281) 405-4207
All notices hereunder shall be deemed given for all purposes if in writing
and delivered personally, sent by documented mail or overnight delivery
service or, to the extent receipt is confirmed, telecopy, facsimile or
other electronic transmission service to the appropriate address or number
set forth above, and deemed delivered when received.
D. All obligations imposed by this Agreement on each Party, except for the
payment of money and providing of indemnification, shall be suspended and
all periods of time for exercising any rights hereunder shall be extended
while compliance is prevented, in whole or in part, by a labor dispute,
fire, food, hurricane, war, civil disturbance, or act of God; by laws; by
governmental rules, regulations, or orders; by governmental action or
governmental delay; by inability to obtain a rig or secure materials; or by
any other cause, whether similar or dissimilar, beyond the reasonable
control of the said Party; provided, however, that performance shall be
resumed within a reasonable time after such cause has been removed; and
provided further that no Party shall be required against its will to settle
any labor dispute ("Force Majeure"). Whenever a Party's obligations or
rights are suspended or extended hereunder, such Party shall immediately
notify the other Party, giving full particulars of the reason for such
suspension or extension, and such Party shall hereafter diligently endeavor
to remove or correct the cause of such Force Majeure event as soon as
reasonably possible: If necessary to maintain the Apache Lease in full
force and effect, Apache will provide Newfield with all reasonable
assistance in filing for and seeking MMS approval of a Suspension of
Operations/Production ("SOP") (or such other documents, applications and
requisite governmental permits) to cover a time period adequate to allow
Newfield to obtain all necessary drilling permits and until a rig is in
place. In the event an SOP is obtained, which extends the time period
during which drilling operations and/or production must be commenced or
obtained in order to maintain the Apache Lease, the Parties shall amend
the first paragraph of Section I of this Agreement to replace "May 30,
2007" with a date consistent with any extension provided under the
MMS-approved SOP or other authority.
Newfield Exploration Company
February 28, 2007
Page 15 of 20
E. Any overriding royalty, production payment, or net profits interest burden
that may be created by Apache subsequent to the date of this Agreement
other than the ORRI reserved by Apache under this Agreement ("Excess
Burdens") shall not burden, in any manner, the interests that Newfield may
earn.
F. The Exhibits to this Agreement, listed below, are hereby incorporated
herein for all intents and purposes.
Exhibit "A" - Well Information
Exhibit "B" - Newfield's Insurance Provisions
If the foregoing terms and conditions are acceptable to Newfield, please execute
and return an original to Apache.
Very truly yours,
Apache Corporation
By: /s/ C. R. Harden
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Name: C. R. Harden
Title: Land Manager - Gulf Coast Region
AGREED TO AND ACCEPTED this day 8th day of March, 2006.
Newfield Exploration Company
By: /s/ Mark Blumenshine
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Name: Mark Blumenshine
Title: Vice President
EXHIBIT "A"
ATTACHED TO AND MADE A PART OF THAT CERTAIN FARMOUT AGREEMENT
DATED FEBRUARY 28, 2007, BY AND BETWEEN APACHE CORPORATION
AND NEWFIELD EXPLORATION COMPANY.
WELL INFORMATION REQUIREMENTS
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(NON-OPERATED)
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TO: Newfield Exploration Company
WELL: Eugene Island 346 #7
PROSPECT: Eugene Island 346
COUNTY/STATE: Offshore Louisiana
PLEASE SEND THE NUMBER OF COPIES INDICATED ON EACH OF THE DATA LISTED BELOW TO:
Apache Corporation
2000 Post Oak Blvd., Suite 100
Houston, Texas 77056-4400
Attn: Joe Young
PRIOR TO SPUDDING
NUMBER OF COPIES
To Apache DATA
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1 Application for Well Permit
1 Wellsite Survey Plat
1 Drilling AFE with Drilling Program
1 Drilling Geological Prognosis
1 Notice of Spudding
AFTER SPUDDING
NUMBER OF COPIES
To Apache
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DATA
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1 Daily Well Report:
Telecopy to: Joe Young (713) 296-6467
AND
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2 Mail to: Apache Corporation
2000 Post Oak Blvd., Suite 100
Houston, Texas 77056-4400
Attn: Ms. Kathy Mangum
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AFTER SPUDDING
NUMBER OF COPIES
To Apache DATA
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1 Geologist or Mud Logger Reports (If facilities permit,
Apache Requires daily transmission of mud log data c/o:
Joe Young at (713) 296-6467.
AFTER SPUDDING
NUMBER OF COPIES
To Apache DATA
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1 LAS Format 3.5" floppy disk
4 DST or FT Data
4 Field Print of all Log Runs: Lognet Yes
4 Preliminary Core and Fluid Analyses
4 Directional Surveys
1 Notice of Abandonment
1 Completion Program
DURING COMPLETION
NUMBER OF COPIES
To Apache DATA
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1 All Logs Run After Setting Production Casing
1 Perforation Records
1 Complete Description of Stimulation Treatments
1 Daily Reports During Production
AFTER COMPLETION OR ABANDONMENT
NUMBER OF COPIES
To Apache DATA
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1 Drilling and Completion Reports, DST Charts
4 Final Copy of:
Fluid and Core Analyses
Sample Descriptions
Paleo
Mud Logs
Directional Surveys, etc.
4 Final copies of 1 " and 5" Log Prints 1 Sepia of Film of
all Wireline Logs and Tests
1 Composite LAS Format 3.5" floppy disk
1 Copies of all Reports Sent to Regulatory Bodies
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PRIOR TO LOGGING, PLEASE NOTIFY
Geologist:
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Joe Young Office: (713) 296-6567
Home: (281) 360-9568
Cell: (713) 501-9866
Reservoir Engineer:
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Dan Moore Office: (713) 296-6351
Home: (281) 373-9044
Cell: (281) 627-0312
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EXHIBIT "B"
ATTACHED TO AND MADE A PART OF THAT CERTAIN FARMOUT AGREEMENT
DATED FEBRUARY 28, 2007, BY AND BETWEEN APACHE CORPORATION AND
NEWFIELD EXPLORATION COMPANY.
NEWFIELD'S INSURANCE PROVISIONS
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Newfield shall secure and maintain and/or cause its contractors and
subcontractors to arrange and maintain the following insurance coverages:
A. Newfield will ensure that all personnel, whether employees, agents,
representatives, consultants, contractors or subcontractors involved with the
operations contemplated in this Agreement are covered by Worker's Compensation
and Employer's Liability Insurance in accordance with all applicable federal,
state and maritime laws (including the Longshoremen's and Harbor Worker's Act
and its extension by the Outer Continental Shelf Lands Act, the Death on the
High Seas Act and the Jones Act) covering Newfield's personnel, with limits for
Employer's Liability Insurance, including Maritime Employer's Liability, of not
less than $1,000,000 per occurrence. If applicable, such insurance shall include
a territorial extension covering the area of the Gulf of Mexico where the
operations under this Agreement are to be performed.
B. General Liability Insurance, with limits of liability for bodily
injury and property damage of not less than $1,000,000 any occurrence. Such
insurance shall provide coverage for pollution liability and contractual
liability, and should also include the following:
1. Territorial extension to include coverage for the area of the Gulf of
Mexico where the operations under this Agreement are to be performed.
2. "In rem" endorsement, stating that an action "in rem" shall be treated
as a claim against the insured "in personam".
C. Aircraft Liability insurance for any of Newfield's operations that may
require the use of aircraft, including helicopters, secured by either Newfield
or the aircraft owner, with a combined single limit of not less than $5,000,000
per occurrence covering public liability, passenger liability, and property
damage liability. Such insurance shall cover all owned and non-owned aircraft,
including helicopters, used by Newfield or its contractors or subcontractors in
connection with its operations contemplated in this Agreement.
D. Excess liability insurance over the liability insurance policies
listed above with limits of not less than $25,000,000.
E. During any drilling, completion, plugging, workover or recompletion
activity on any well drilled hereunder, Operator's Extra Expense insurance, with
a minimum limit of $35,000,000, which includes coverage for Control of Well,
Pollution Liability and Cleanup, Deliberate Well Firing, Making Wells Safe and
voluntary Removal of Wreck/Debris whether such removal is at the request of a
government authority or Apache.
F. Vessel P&I and Hull Insurance secured by Newfield or the vessel owner
for all vessels owned, chartered or operated by Newfield, its contractors or
subcontractors in performance of operations contemplated in this Agreement
secured by either Newfield or the vessel owner. The Hull insurance shall be in
an amount equal to the value of the vessel(s), and the P&I insurance shall be in
an amount equal to the value of the vessel(s) or $10,000,000, whichever is
greater.
G. With respect to its offshore operations, Newfield shall comply with
all applicable governmental regulations including the demonstration of Oil Spill
Financial Responsibility for its offshore facilities. Apache has agreed to
undertake the obligation to assume OSFR demonstration to the MMS on behalf of
Newfield with respect to the operations contemplated herein.
H. Operators Care Custody and Control Limit of not less than $2,000,000.
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