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EXHIBIT 10.35
DATED 29 JANUARY 1998
AUSTRALIA AND NEW ZEALAND PETROLEUM LIMITED
PETROLEUM RESOURCES LIMITED
SOUTHERN PETROLEUM (OHANGA) LIMITED
FLETCHER CHALLENGE ENERGY TARANAKI LIMITED
AND
NGATORO ENERGY LIMITED
DEED OF WITHDRAWAL
PPL 38706
THIS DEED is made the 29 January 1998
BETWEEN
AUSTRALIA AND NEW ZEALAND PETROLEUM LIMITED, a duly incorporated
company having its registered office at Auckland, New Zealand
("ANZ")
PETROLEUM RESOURCES LIMITED, a duly incorporated company having
its registered office at Auckland, New Zealand ("Resources")
SOUTHERN PETROLEUM (OHANGA) LIMITED, a duly incorporated company
having its registered office at New Plymouth, New Zealand
("Southern")
FLETCHER CHALLENGE ENERGY TARANAKI LIMITED, a duly incorporated
company having its registered office at New Plymouth, New Zealand
("Fletcher")
AND
NGATORO ENERGY LIMITED, a duly incorporated company having its
registered office at Wellington, New Zealand ("Ngatoro")
RECITALS:
A. ANZ, Resources and the Other Joint Venturers are the current
parties to the Joint Venture and Joint Venture Operating
Agreement.
B. Pursuant to Clasue 12.02(b) of the Joint Venture Operating
Agreement, by notice dated 31 July 1997, ANZ and Resources
exercised their right to withdraw from the Joint Venture and PPL
38706 Licence Area and wish to transfer their respective
Percentage Interests free from all encumbrances to the Other
Joint Venturers, on the terms and conditoins of this Agreement.
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THE PARTIES COVENANT AND AGREE:
1. DEFINITIONS
Unless otherwise required by the context or subject matter:
"Agreement" means this deed;
"Effective Date" means 31 July 1997;
Joint Venture" means the joint venture formed by the Parties
hereto in relation to the explorations and development of the
PPL38706 Licence Area;
"Joint Venture Operating Agreement" means the Joint Venture
Operating Agreement for PPL38706 executed by ANZ, Resources and
the Other Joint Venturers dated 2 September 1993;
"PPL 38706 Licence Area" means the area the subject of Petroleum
Prospecting Licence 38706 as at the Effective Date;
"PMP 38148 Permit Area" means the area the subject of Petroleum
Mining Permit 38148 granted by the Minister of Energy on 23
December 1996;
"Covenants" means the covenants, agreements and obligations
contained incurred or implied in or pursuant to the Joint Venture
Operating Agreement or imposed by law to be observed and
performed to the extent of ANZ and Resources' interest but
specifically excluding those for which ANZ and Resources retain
liability under Section 12.03 of the Joint Venture Operating
Agreement;
"Other Joint Venturers" means Southern, Fletcher and Ngatoro.
"Party" means ANZ and/or Resources and/or any or all of the Other
Joint Venturers according to the context, and "Parties" has a
corresponding meaning; and
"Percentage Interest" means the undivided right, title, interest
and obligation from time to time of a Joint Venturer as tenant in
common with the Joint Venture parties in the Joint Venture,
expressed as a percentage of the totality of all the Joint
Venturers' undivided beneficial rights, titles, interests and
obligations therein.
2. INTERPRETATION
2.1 Words in the Joint Venture Operating Agreement
Words and expressoins defined in the Joint Venture Operating
Agreement and used but not defined in this Agreement have the
same meaning as in the Joint Venture Operating Agreement.
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2.2 Headings
Except in the Schedule (where applicable), headings in this
Agreement are for convenience and identificatoin of clauses only
and do not otherwise affect its interpretation.
2.3 Reference to other document
Subject to any contrary provision in this Agreement, a reference
to any other deed, agreement, instrument or contract includes a
reference to that other deed, agreement, instrument or contract
as amended, supplemented or varied from time to time.
2.4 Reference to a Party
Unless contrary to the sense or context, a reference to a Party
includes that Party's successors and assigns.
3. WITHDRAWAL AND ASSIGNMENT
3.1 With effect on and from the Effective Date, ANZ and
Resources hereby:
(a) withdraw from the PPL 38706 Licence Area, the Joint Venture
and the Joint Venture Operating Agreement in so far as it applies
to the PPL 38706 Licence Area only; and
(b) in consideration of the covenants herein contained, asking
for nil compensation to each of the Other Joint Venturers their
Percentage Interests in respect of the PPL 38706 Licence Area on
a pro rata basis in proportion to the Percentage Interests held
by each of the Other Joint Venturers in the PPL 38706 Licence
Area at the Effective Date.
3.2 For the avoidance of doubt, the withdrawal of ANZ and
Resources from the Joint Venture, the Joint Venture Operating
Agreement and PPL 38706 Licence Area and the assignment of their
respective Percentage Interests to the Other Joint Venturers
shall not affect the interests of any party to the PMP 38148
Permit Area.
4. WARRANTY
ANZ and Resources hereby warrant that their respective Percentage
Interests to be assigned under this Agreement are free from all
mortgages, charges, lien's and other encumbrances or adverse
claims of any nature whatsoever (other than governmental
royalty).
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5. OTHER JOINT VENTURERS TO OBSERVE ANZ AND RESOURCES COVENANTS
5.1 The Other Joint Venturers agree on and from the Effective
Date to observe and perform ANZ and Resources' Covenants arising
or incurred on or after the Effective Date in proportion to the
pro rata share ech receive pursuant to this Agreement. For the
avoidance of doubt, ANZ and Resources retain liability for the
obligations under subsection 12.03(vi) of the Joint Venture
Operating Agreement.
5.2 The Other Joint Venturers are not liable for any failure to
observe and perform ANZ and Resources' Covenants before the
Effective Date or for any liabilities and obligations which
remain with ANZ and Resources' on or after the Effective Date
pursuant to subsection 12.03(vi) of the Joint Venture Operating
Agreement.
5.3 Each of the Other Joint Venturers severally (but not jointly
or joint and severally) on a pro rata basis in proportion to the
Percentage Interest acquired from each of ANZ and Resources by
each of the Other Joint Venturers indemnify ANZ and Resources
against all liabilities and obligations arising with respect to
ANZ and Resources' Covenants accruing on or after the Effective
Date.
6. RELEASE
6.1 Subject to clause 4.2 and 5.2 of this Agreement the Other
Joint Venturers release and discharge ANZ and Resources from ANZ
and Resources Covenants on an from the Effective Date.
6.2 ANZ and Resources:
(a) remain liable for, and must observe and perform, all ANZ and
Resources Covenants arising or incurred before the Effective
Date; and
(b) remain bound by the confidentiality provisions of Article
13.01 (b) of the Joint Venture Operating Agreement; and
(c) indemnify each of the Other Joint Venturers against all
liabilities and obligations arising or incurred with respect to
ANZ and Resources Covenants accruing before the Effective Date.
7. COMPLIANCE WITH JOINT VENTURE OPERATING AGREEMENT
7.1 The Parties confirm that this Agreement fully complies with
Section 12.03 of the Joint Venture Operating Agreement.
7.2 The Other Joint Venturers consent to the withdrawal and
assignment by ANZ and Resources as evidenced by this Agreement.
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8. PERCENTAGE INTERESTS OF PARTIES FROM EFFECTIVE DATE
For the avoidance of doubt, the Percentage Interests of the
parties to the Joint Venture Operating Agreement and in respect
of the PPL 38706 Licence Area and the PMP 38148 Permit Area on
and from the Effective Date are:
NAME OF PARTY PERCENTAGE INTEREST
PPL 38706 PMP 38148
Southern 46.125% 29.78465%
Fletcher 46.125% 29.78465%
Ngatoro 7.75% 5.00000%
ANZ - 15.00000%
Resources - 20.43070%
9. CONDITION PRECEDENT
9.1 This Agreement and the withdrawal and assignments
contemplated by it are subject ot the condition precedent that
any necessary approval or consent by the Minister of Energy for
the time being responsible for the administration of the
Petroleum Act 1937 is obtained.
9.2 As soon as practicable after the execution of this Agreement
by all parties, ANZ and Resources will lodge this Agreement with
the appropriate authorities to enable any necessary approval or
consent to be given.
9.3 The Parties will use all reasonable efforts and will
promptly execute all documents and do all acts and things which
are necessary to obtain any approval or consent referred to in
Clause 8.1 as expeditiously as possible.
9.4 Upon satisfaction of the condition referred to in Clause
8.1, this Agreement shall, as between the parties, take effect on
and from the Effective Date.
10. COSTS
ANZ and Resources will pay the registration fees on this
Agreement.
11. PROPER LAW
This Agreement is governed by, and to be interpreted in
accordance with the laws of New Zealand.
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12. JURISDICTION
The Parties agree to submit to the jurisdiction of the courts of
New Zealand.
13. FURTHER ASSURANCES
Each Party must execute and do all acts and things necessary or
desirable to implement and give full effect to the provisions and
purpose of this Agreement.
EXECUTED AS A DEED
Signed for and on behalf of )
AUSTRALIA AND NEW ZEALAND )
PETROLEUM LIMITED by: )
/s/ illegible /s/ illegible
Director Director/Secretary
Witness to both signatories
Name: illegible
Address: illegible
Occupation: Secretary
Signature: /s/ illegible
Signed for an on behalf of )
PETROLEUM RESOURCES LIMITED )
by:
/s/ illegible /s/ illegible
Director Director/Secretary
Witness to both signatories
Name: illegible
Address: illegible
Occupation: Secretary
Signature: /s/ illegible
Executed as a Deed by )
SOUTHERN PETROLEUM (OHANGA) )
LIMITED in the presence of: )
/s/ illegible /s/ illegible
Director Director/Secretary
The Common Seal of Fletcher Challenge Energy Taranaki Limited
97/686
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Executed as a Deed by )
FLETCHER CHALLENGE ENERGY )
TARANAKI LIMITED in the presence of: )
/s/ illegible /s/ illegible
Signed for and on behalf of )
NGATORO ENERGY LIMITED )
by: )
/s/ David Bennett /s/ Jenni Lean
Director Director/Secretary
Witness to both signatories
Signature: /s/ Keren Witt
Name: Keren Witt
Address: 12/37 Bracken Road
Newlands, Wellington
Occupation: Office Manager