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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 21. 1994
TRITON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Texas 1-7864 75-1151855
- ------------------------------- ------------ -------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
Registrant's telephone number, including area code (214) 691-5200
N/A
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(Former name or former address, if changed since last report)
Page 1 of 3 Pages
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ITEM 5. OTHER EVENTS.
On April 21 1994, the Company's subsidiary Triton Oil Company of Thailand
executed a production sharing contract with the Malaysia-Thailand Joint
Authority and the Malaysian national oil company. A summary of the material
terms of the Company's participation and a copy of the form of the production
sharing contract are filed together as an exhibit herewith.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DESCRIPTION
10 Summary of Terms of Triton's Participation and
Production Sharing Contract
Page 2 of 3 Pages
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRITON ENERGY CORPORATION
Date: April 25, 1994 By: /s/ Robert B. Holland, III
___________________________________
Robert B. Holland, III, Senior Vice
President and General Counsel
Page 3 of 3 Pages
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Exhibit 10
JDA Block A-18
Summary of Terms of Triton's Participation
Triton's Cost Participation: 50%
Triton's Approximate Net Revenue Interest:
Before Cost Recovery: 34%*
After Cost Recovery: 24%*
Taxes: Tax holiday (0% rate) for
first 8 years of
production
Tax rate of 10% beginning
in year 9 of production
Tax rate of 20% beginning
in year 15 of production
Term: For life of MTJA up to 35
years
Contract Area: 700,000 acres
*After royalties (not all of which are reflected in the production sharing
contract) and after profit share to the MTJA. Triton's participation includes
its cost recovery share (equal to the cost recovery share of the Malaysian state
oil company) and profit share, which vary before and after cost recovery.
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CONTRACT BETWEEN
MALAYSIA-THAILAND JOINT AUTHORITY
AND
PETRONAS CARIGALI SDN. BHD.
AND
TRITON OIL COMPANY OF THAILAND
RELATING TO EXPLORATION AND
PRODUCTION OF PETROLEUM
FOR
MALAYSIA-THAILAND
JOINT DEVELOPMENT AREA
BLOCK A-18
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TABLE OF CONTENTS
ARTICLE HEADING PAGE
PREAMBLE 1
1 DEFINITIONS AND INTERPRETATION 3
2 DURATION AND RELINQUISHMENT OF AREAS 16
3 WORK PROGRAMME AND BUDGET FOR
PETROLEUM OPERATIONS 21
4 MANAGEMENT OF OPERATIONS 31
5 RECOVERY OF COST OIL. DIVISION OF
PROFIT OIL AND MARKETING 38
6 SEGREGATION OF CRUDE OIL 45
7 VALUATION OF CRUDE OIL 47
8 NATURAL GAS 50
9 RESEARCH CESS AND OTHER PAYMENTS 57
10 PAYMENTS AND CURRENCIES 60
11 ACCOUNTS AND AUDITS FOR
PETROLEUM OPERATIONS 62
12 PROCUREMENT OF EQUIPMENT,
FACILITIES, GOODS, MATERIALS,
SUPPLIES AND SERVICES 65
13 ARBITRATION 71
14 TRAINING OF MTJA PERSONNEL 72
15 EMERGENCY SUPPLY OBLIGATION 73
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ARTICLE HEADING PAGE
16 TERMINATION 74
17 JOINT OPERATING AGREEMENT 78
18 ASSIGNMENT 80
19 UNITISATION AGREEMENT 81
20 INSURANCE 82
21 TAXES AND DUTIES 84
22 FORCE MAJEURE 85
23 INDEMNITY 87
24 COMPLIANCE WITH LAWS AND DIRECTIVES 88
25 GOVERNING LAW 89
26 PUBLIC STATEMENTS 90
27 ENTIRE AGREEMENT AND SEVERABILITY 91
28 NOTICES AND COMMUNICATIONS 92
SIGNATURE 94
APPENDIX A MAP OF CONTRACT AREA
APPENDIX B LIST OF EXISTING SHAREHOLDERS
APPENDIX C PARTICULARS OF DATA, INFORMATION, ETC.
TO BE SUBMITTED
APPENDIX D LETTER OF GUARANTEE
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PREAMBLE
This Contract is made the ______ day of_______________ [ ] BETWEEN
MALAYSIA-THAILAND JOINT AUTHORITY (hereinafter referred to as "MTJA"), an
authority 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, (hereinafter referred to collectively as the "MTJA Act
1990"), 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,
(hereinafter referred to as "the MTJA Agreement"), 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 SDN. BHD., a company
incorporated under the laws of Malaysia and having its registered office at 136,
Jalan Pudu, 55100 Kuala Lumpur, Malaysia, (hereinafter referred to as
"CARIGALI"), and TRITON OIL COMPANY OF THAILAND, a company incorporated 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 registered branch offices at
7th Floor, Kian Gwan Building 1, 140 Wireless Road, Bangkok 10330, Thailand and
Lot 14.08, 14th Floor, Wisma Stephens, Jalan Raja Chulan, 50200 Kuala Lumpur,
Malaysia (hereinafter referred to as "TRITON"), of the second part (both parties
of the first and second part shall hereinafter be referred to singularly as
"Party" and collectively as "Parties");
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WHEREAS pursuant to the Memorandum of Understanding between Malaysia and the
Kingdom of Thailand on the Establishment of a Joint Authority for the
Exploitation of the Resources of the Sea-bed in a Defined Area of the
Continental Shelf of the Two Countries in the Gulf of Thailand dated 21 February
1979, (hereinafter referred to as "the MOU") the MTJA Agreement was signed by
the Government of Malaysia and the Government of the Kingdom of Thailand,
(hereinafter referred to as "the Governments"), on 30 May 1990, at Kuala Lumpur,
Malaysia, followed by the enactment of the MTJA Act 1990 by both the
Governments;
AND WHEREAS by virtue of the MTJA Act 1990 enacted pursuant to the MTJA
Agreement, MTJA has been vested with the exclusive rights, powers, liberties and
privileges to explore and exploit the non-living natural resources of the
sea-bed and sub-soil, in particular petroleum, in the Joint Development Area on
behalf of the Governments;
AND WHEREAS MTJA has certain obligations and responsibilities to the Governments
as prescribed under the MTJA Act 1990 and the MTJA Agreement executed in
accordance with the MOU;
AND WHEREAS the Parties are desirous of entering into a contract for the purpose
of the exploration for and exploitation of petroleum resources in an area of the
Joint Development Area as provided under this Contract;
NOW THEREFORE for and in consideration of the mutual promises, covenants and
conditions hereinafter set out it is hereby stipulated and agreed as follows:
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ARTICLE I
DEFINITIONS AND INTERPRETATION
1.1 The following terms unless otherwise specified herein shall have the
meanings assigned to them under the following provisions:
"Affiliate" in relation to any Party, means a company, corporation or
statutory body:
(a) that is Controlled by such Party; or
(b) that Controls such Party; or
(c) that is Controlled by a company, corporation or
statutory body that also, directly or indirectly, Controls such
Party:
"Control" means directly or indirectly having control,
management and ownership by a company, corporation or statutory
body of more than fifty per cent (50%) of the shares of voting
stock of the company, corporation or statutory body in question.
"Appraisal Well" means an Exploration Well which is not a Wildcat Well,
which is drilled with the objective of further defining a potential
Commercial Quantity of Petroleum indicated by a Wildcat Well;
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"Associated Gas" means Natural Gas, commonly known as gas-cap gas, which
overlies and is in contact with significant quantities of Crude Oil in a
reservoir, or solution gas dissolved in Crude Oil in a reservoir;
"Budget" means an estimate of income and expenditure approved, or as the
context may require, to be approved, by MTJA in accordance with Article
3 in respect of all Petroleum Operations included in a Work Programme;
"Calendar Year" means a period of twelve (12) months commencing from 1st
January and ending on 31st December according to the Gregorian Calendar;
"Commercial Quantity" in relation to reserves means estimated reserves
which in the opinion of Contractors and as approved by MTJA are capable
of being developed and produced in a commercially viable manner;
"Contract Area" means the area as described in Article 2.2 and shall
constitute all the Sub-blocks whether contiguous or not; and where any
part of such area is surrendered or relinquished by Contractors pursuant
to any Article of this Contract, the expression means thereafter the
area remaining after such surrender or relinquishment;
"Contractors" means TRITON and CARIGALI or their respective successors
and any assignee of any interest of either TRITON or CARIGALI pursuant
to Article 18;
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"Contractors' Portion of Profit Gas" means Contractors' entitlement to
Natural Gas under Article 8.6;
"Contractors' Portion of Profit Oil" means Contractors' entitlement to
Crude Oil under Article 5.2;
"Cost Gas" means the portion of the proceeds of sale of Natural Gas to
be applied by MTJA towards discharging cash payments to the respective
Governments under Article 8.5(a) and the portion of the proceeds of
sales of Natural Gas claimed under Article 8.5(b) by Contractors;
"Cost Oil" means:
(i) that portion of Crude Oil, the proceeds of which are to be
applied by MTJA towards discharging cash payments to the
respective Governments as referred to in Article 5.1(a); and
(ii) that portion of Crude Oil which is to be applied for the purpose
of recovery by Contractors of costs relating to Petroleum
Operations in respect of Crude Oil in accordance with Article
5.1(b) [whether or not the subject of a purchase under Article
5.1(c)];
"Crude Oil" means any oil including oil extracted from bituminous shales
and other stratified deposits, either in its natural state or after the
extraction of water, sand or foreign substance but before any such oil
has been refined or otherwise treated and includes all Natural Gas
liquids and condensates recovered from Natural Gas;
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"Cubic Meter" means a cubic meter of dry Natural Gas at an absolute
pressure of 101.325 kiloPascal and at a temperature of fifteen degrees
Celsius (15 DEG.C);
"Development Area" means any area designated as such in accordance with
Article 2.4;
"Development Plan" means a plan to develop an Oil Field or a Gas Field
pursuant to Article 2.4 or Article 8.1, as the case may be, the contents
of which shall include but shall not be limited to the following:
(a) details of all exploration activities carried out in respect of
the relevant Oil Field or Gas Field and all information used for
appraisal, details of geological structure and hydrocarbon
occurrence and stratigraphy and details of any further appraisal
as may be required by Contractors;
(b) estimated volumes of oil and/or gas initially in place and the
quantity estimated to be recoverable, expected drive mechanism
and recovery efficiency, drainage spacing, intended reservoir
operating policy and the scope for secondary recovery;
(c) full details of the facilities or structures and any other works
which Contractors propose to construct or carry out during the
development and production period for the relevant Oil Field or
Gas Field for the purpose of producing oil and/or gas from such
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Oil Field or Gas Field, and for minimising flaring of Associated
Gas and preventing flaring Of Non-associated Gas and preventing
environmental pollution;
(d) the location of and the purposes for which the facilities,
structures or other works are to be used and the times at which
each facility, structure or other work is to be commenced and
completed;
(e) Contractors' assessment of marketability of Petroleum, the
maximum and minimum quantities of Petroleum which Contractors
expect to recover from the relevant Oil Field or Gas Field in
each year of the production period relating thereto, the rate of
recovery expected and details of any problems expected to be
encountered in relation to production and marketing;
(f) details of yearly forecast expenditure and cash flow of both
capital and operating expenditure; and
(g) contingencies for minimising wastage of Associated Gas and
pressure maintenance programme to optimise Petroleum recoveries
and additional development:
"Effective Date" means the date of signing of this Contract;
"Exploration Well" means either a Wildcat Well or an Appraisal Well;
"First Commercial Production" means in relation to Crude Oil, the date
that production has continued for a period of twenty-four (24) hours
from the relevant Oil Field following completion of testing of the first
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production well, and in relation to Natural Gas means the date within
the first sixty (60) days on which a cumulative 10(6) Giga Joule of
Natural Gas was first sold or, the sixtieth day after the Natural Gas
was first sold if the cumulative sale within the first sixty (60) days
does not exceed 10(6) Giga Joule;
"Gas Field" means an area consisting of a single reservoir or multiple
reservoirs all grouped on, or related to, the same individual geological
structure, or stratigraphic conditions from which Non-associated Gas may
be produced;
"Giga Joule" means one billion (1,000,000,000) Joules;
"Gross Production of Crude Oil" means the total volume of Crude Oil won
and saved by Contractors from time to time under this Contract measured
at the relevant storage facility less basic sediment and water and
expressed in Kilolitre;
"Joint Development Area" means the Joint Development Area as defined
under the MTJA Act 1990;
"Kilolitre" in relation to Crude Oil means one thousand (1,000) litres
of Crude Oil at a temperature of fifteen degrees Celsius (15 DEG. C) and
at an absolute pressure of 101.325 kiloPascal. (To convert one (1)
Kilolitre to United States barrels at sixty degrees Fahrenheit (60 DEG.
F) and absolute pressure of 14.696 psia, the relevant factors given in
ASTM D 1250 table 52 should be used);
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"MTJA's Portion of Profit Gas" means MTJA's entitlement to Natural Gas
under Article 8.6;
"MTJA's Portion of Profit Oil" means MTJA's entitlement to Crude Oil
under Article 5.2;
"Natural Gas" means a mixture of hydrocarbons and varying quantities of
non-hydrocarbons that exist either in the gaseous phase or in solution
with Crude Oil in natural underground reservoirs and is classified as
either Associated Gas or Non-associated Gas;
"Non-associated Gas" means Natural Gas which is found in a reservoir
that does not contain significant quantities of Crude Oil;
"Non-recoverable Expenditure" means, unless provided otherwise in this
Contract:
(a) costs incurred as a result of any proven negligent act or
omission or wilful misconduct of Contractors or any
Sub-contractors including any amount paid in settlement of any
claim alleging negligence or misconduct whether or not
negligence or misconduct is admitted or whether such sum is
stated to be paid on an ex-gratia or similar basis;
(b) the replacement and/or repair costs in respect of assets or
other property which is uninsured or under-insured and liability
incurred to third parties on the basis of strict liability, in
each case which
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has been agreed between MTJA and Contractors to be insured but
which Contractors have failed to insure for the amount agreed
with MTJA;
(c) all amounts which Contractors are liable to pay to MTJA under
Article 23;
(d) all expenditure (including professional fees, publicity and
out-of pocket expenses) incurred in connection with the
negotiation, signature or ratification Of this Contract;
(e) any payment under Article 5.3 and Article 9 of this Contract;
(f) any expenditure incurred directly or indirectly in connection
with the raising of money to finance Petroleum Operations and
other incidental costs and charges related thereto by whatever
method raised, and such expenditure includes, but is not limited
to, interest (except in respect of interest on loans raised with
the permission of MTJA and where interest rates are also
acceptable to MTJA), commissions, fees and brokerage;
(g) audit fees and accounting fees (excluding fees and expenses
incurred for the conduct of audit and accounting services
required by this Contract) incurred pursuant to the auditing and
accounting requirements of any applicable law and all costs and
expenses incurred in connection with intragroup corporate
reporting requirements (whether or not required by law);
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(h) any expenditure in respect of the hiring or leasing of
equipment, plant, machinery or other property or facilities
except where such hiring or leasing has been made with the
approval of MTJA;
(i) any costs and charges relating to formation of any Affiliate or
any partnership or joint venture arrangement;
(j) payment of compensation or damages under this Contract (unless
otherwise approved by MTJA) and any other payments not arising
out of Petroleum Operations;
(k) any costs and charges in respect of central administration or
the head office of Contractors or any Affiliate of Contractors
which are not substantiated to the reasonable satisfaction of
MTJA as being incurred in connection with Petroleum Operations
under this Contract or which are excessive;
(l) all taxes on income of profits under any applicable law and
export duties;
(m) all costs, expenses and charges relating to the settlement of
disputes, which are not approved in advance by MTJA (whether or
not successful) including all costs and expenses of arbitration
or litigation proceedings;
(n) any costs, charges or expenses including donations relating to
public relations or enhancement of Contractors' corporate image
and interests except for contributions and entertainment costs
which have been approved in advance by MTJA;
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(o) all costs and expenses associated with local offices and local
administration including staff benefits which are excessive;
(p) any expenditure incurred which is not related to Petroleum
Operations or on matters or activities beyond the Point of
Export or the Point of Sale;
(q) claims for expenditure which are not adequately supported and
documented;
(r) all costs and expenses directly or indirectly related to or
incidental to training of Contractors' personnel who are not
Malaysian or Thai nationals unless otherwise approved in advance
by MTJA;
(s) operational expenditure on items not included in the Budget for
the relevant year or expenditure on any budgeted item for which
the approval of MTJA is not given and except such expenditures
allowed under Article 3.3 and Article 3.9;
(t) any other expenditure not falling within any of the above items
which is stated elsewhere in this Contract to be non-recoverable
expenditure, or costs stated not to be allowable costs for the
purpose of calculating Cost Oil or Cost Gas or amounts expended
without the approval of MTJA (where such approval is required)
or expended as a result of the breach or noncompliance of
Contractors' obligations under this Contract;
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"Oil Field" means an area consisting of a single reservoir or multiple
reservoirs all grouped on, or related to, the same individual geological
structural feature, or stratigraphic conditions from which oil may be
produced commercially;
"Petroleum" means any mineral oil or relative hydrocarbon and Natural
Gas existing in its natural condition and casinghead petroleum spirit
including bituminous shales and other stratified deposits from which oil
can be extracted;
"Petroleum Operations" means all operations under this Contract for the
exploration for Petroleum, for the development of Petroleum fields and
for the production of Petroleum up to the agreed Point of Export or the
agreed Point of Sale;
"Point of Export" means the last outlet flange of the loading facility
from which Contractors lift Contractors' Portion of Cost Oil and Profit
Oil either at onshore terminal or at offshore facility or otherwise as
agreed between MTJA and Contractors from time to time;
"Point of Sale" has the meaning assigned to "Point of Export";
"Production Area" means an area designated as such in accordance with
Article 2.5;
"Profit Gas" means the remaining portion of the proceeds of sale of
Natural Gas after deductions under Article 8.5;
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"Profit Oil" means the remaining portion of Crude Oil after deductions
under Article 5.1;
"Quarter" means a period of three (3) consecutive months beginning on
1st January, 1st April, 1st July or 1st October (of the Gregorian
Calendar) in any year;
"Sub-block" has the meaning given to that term in Article 2.2;
"Sub-contractors" means any third party, including without limitation
any Affiliate of Contractors, employed by Contractors for the
performance of specified services in relation to Petroleum Operations
approved by MTJA;
"Wildcat Well" means a well located on a geological feature which is
structurally or stratigraphically separate from a geological feature
previously drilled by Contractors;
"Work Programme" means a programme for Petroleum Operations to be
carried out in or related to the Contract Area as set forth in Article
3.
1.2 References to the singular include, where the context so admits
references to the plural and vice versa, and references to Articles and
Appendices are references to Articles of and Appendices to this
Contract.
1.3 Reference to any statute, statutory provision or statutory instrument
includes a reference to that statute, statutory provision or statutory
instrument as from time to time amended, extended or re-enacted.
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1.4 The headings are used for convenience only and shall not affect the
construction of this Contract.
1.5 Where this Contract requires Contractors to obtain the consent, approval
or agreement of MTJA, such consent, approval or agreement shall not be
unreasonably withheld by MTJA.
END OF ARTICLE 1
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ARTICLE 2
DURATION AND RELINQUISHMENT OF AREAS
2.1 Subject to the provisions as hereinafter provided in this Contract, this
Contract shall be for a fixed term of thirty-five (35) years or the
period of validity of the MTJA Agreement, whichever is the earlier,
commencing from the Effective Date.
2.2 The Contract Area shall, on the Effective Date, encompass Block A-18 in
the Joint Development Area under the MTJA Act 1990, an area bounded on
the east by the eastern boundary of the Joint Development Area under the
MTJA Act 1990, on the west by the western boundary of the Joint
Development Area under the MTJA Act 1990, on the north by the 7 DEG. 18'
N latitude, and on the south by the 7 DEG. 00' N latitude, and shall be
divided into nine (9) Sub-blocks as shown on the map of Block A-18 as
appears in Appendix A.
2.3 The exploration activities in respect of Petroleum Operations shall
commence not later than one (1) month from the date of approval by MTJA
of the first Work Programme and Budget referred to in Article 3.1.
Each Sub-block shall cease to be part of the Contract Area if no Crude
Oil in a Commercial Quantity is found therein within five (5) years from
the Effective Date with the exception of any area defined as a Gas Field
in accordance with Article 8.1.
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The Contractors may apply to MTJA for permission to retain such
Sub-block for further exploration for an agreed time period, provided
that additional work commitment for that Sub-block is proposed by
Contractors and agreed upon by MTJA.
2.4 When Crude Oil is discovered in a Commercial Quantity in a Sub-block,
that Sub-block is automatically converted into and forms part of a
Development Area to which shall be added other Sub-block or Sub-blocks
as and when Crude Oil is discovered in a Commercial Quantity in the
Sub-block or Sub-blocks; and wherever it is established that the Crude
Oil so discovered is from an Oil Field which straddles over two (2) or
more Sub-blocks within the Contract Area those Sub-blocks in which the
Oil Field is located are also automatically converted into and form part
of the Development Area. Contractors shall submit a Development Plan for
Oil Field(s) to MTJA for its consideration at least sixty (60) days
prior to submission of the relevant Work Programme and Budget or any
revisions thereof.
MTJA shall consider such Development Plan without delay. MTJA shall not
unreasonably require any changes to such Development Plan, and in
particular will not require changes which, in Contractors' opinion,
materially increase the cost of development of an Oil Field. If a
Development Plan has not received MTJA's approval within ninety (90)
days of submittal, the period of time from the expiration of said ninety
(90) days until MTJA's approval is received shall be added to the five
(5) years referred to below.
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If Contractors fail to produce Crude Oil commercially, directly or
indirectly, from any Sub-block or Sub-blocks in which an Oil Field is
located in the Development Area within five (5) years from the date when
the Sub-block or Sub-blocks were converted into a Development Area, that
Sub-block or Sub-blocks shall be deemed to be relinquished to MTJA and
cease to be part of the Contract Area unless Contractors can reasonably
demonstrate to MTJA that the delays are due to circumstances beyond
Contractors' control or that the delay is at MTJA's request.
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 shall be deemed to be
relinquished to MTJA and cease to be part of the Contract Area.
2.5 The First Commercial Production Of Crude Oil from any Oil Field in a
Development Area automatically converts the Sub-block or Sub-blocks in
which the Oil Field is located into a Production Area to which shall be
added other Sub-block or Sub-blocks as and when the First Commercial
Production of Crude Oil from new Oil Fields takes place and if such Oil
Field straddles over two (2) or more Sub-blocks within the Contract Area
those Sub-blocks are automatically converted into and form part of the
Production Area.
2.6 Production of Crude Oil and Associated Gas may be carried out from the
Production Area:
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(a) for a period of twenty-five (25) years commencing from the date
of the First Commercial Production of Crude Oil from the
Sub-block or Sub-blocks in which an Oil Field is located; or
(b) till the expiry of the term of this Contract,
whichever is the earlier. Provided however in the event Contractors
effect the First Commercial Production of Crude Oil from the Sub-block
or Sub-blocks before the expiry of the relevant development period for
such Sub-block or Sub-blocks the balance of that development period
shall be added to the above production period. Upon the termination of
the production period for any Sub-block or Sub-blocks as hereinabove
described, such Sub-block or Sub-blocks shall be deemed to have been
relinquished forthwith to MTJA.
It shall be agreed between the Parties that any production of Crude Oil
and Associated Gas beyond the above production period, as the case may
be, shall be on terms and conditions to be agreed by MTJA.
2.7 Contractors may after consulting MTJA surrender any Sub-block of the
Contract Area provided that written notice is given to MTJA six (6)
months before the date of the intended surrender without stipulating any
condition in relation to such surrender. Such surrender shall not in any
way operate to relieve Contractors from any liabilities which arise on
surrender thereof or subsisting prior to such surrender.
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2.8 If Contractors fail to produce Crude Oil commercially from any Oil Field
within the Production Area for a continuous period exceeding one (1)
year unless such failure is excused by Article 22 or otherwise allowed
to do so by MTJA in writing, then such Oil Field within the Production
Area shall be deemed to be relinquished forthwith to MTJA.
END OF ARTICLE 2
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ARTICLE 3
WORK PROGRAMME AND BUDGET FOR
PETROLEUM OPERATIONS
3.1 Contractors within ten (10) weeks from the Effective Date shall submit
for the approval of MTJA the first Work Programme and Budget setting
forth the Petroleum Operations which Contractors propose to carry out
and initiate until 31st December 1994. For the subsequent years,
Contractors shall submit before 1st October of each Calendar Year, for
approval of MTJA, a Work Programme and Budget setting forth the
Petroleum Operations which Contractors propose to carry out and initiate
during the next Calendar Year.
3.2 Each activity, namely exploration, development and production shall
have its own Work Programme and Budget.
Each Work Programme and Budget shall set out in detail by quarterly
period all aspects of the proposed Petroleum Operations to be carried
out including all relevant data and information and estimated costs,
duration of each operation for each project and in the case of a Work
Programme for a Production Area, the estimated monthly rate of
production for each Oil Field or Gas Field. Such Work Programme shall
also include measures to be taken by Contractors to comply with the
obligations as specified in Article 3.8.
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Details of each Work Programme and Budget shall be in such form as
required by MTJA. Each Work Programme and Budget shall include forecast
of yearly activity and expenditure for the four (4) year period
following the end of the relevant Calendar Year or the period up to
termination of this Contract, whichever is shorter.
3.3 No Petroleum Operations shall be carried out unless and until the
relevant Work Programme and Budget have been approved in writing by
MTJA. MTJA shall notify Contractors of its approval (whether or not
conditional) or otherwise, of a proposed Work Programme and Budget:
(a) within forty-five (45) days of receipt of the first Work
Programme and Budget;
(b) by 15th December of the previous year, in respect of each
subsequent Work Programme and Budget.
MTJA may give notice to Contractors that a proposed Work Programme and
Budget submitted by Contractors is approved subject to such conditions
as MTJA may specify in such notice and may give Contractors notice that
a proposed Work Programme is to be revised either in whole or in part.
If Contractors consider that any revision required by MTJA renders the
Work Programme and Budget non-commercial, or is in excess of the minimum
work expenditure as set forth in Article 3.5 during the exploration
period, Contractors shall within thirty (30) days notify and
substantiate to MTJA its reasons for coming to such a decision.
Thereupon, MTJA and Contractors shall meet and discuss the revision
required by MTJA with a view to resolving any differences. If the
Parties fail to resolve their differences within sixty (60) days from
the date of the
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first of such meeting then, notwithstanding the foregoing, Contractors
shall incorporate the revisions required by MTJA into the proposed Work
Programme and Budget submitted by Contractors under this Article 3.3,
provided, however, that such change shall not increase or decrease the
Budget as proposed by Contractors of any affected expenditure item by
more than ten per cent (10%) and does not substantially alter the
general objectives of the Work Programme as submitted by Contractors.
All costs relating to exploration activity, including appraisal, of
Petroleum Operations shall be recoverable as Cost Oil or Cost Gas, or
both, in a manner as specified in Article 5.1(b) or Article 8.5(b),
provided that such costs are part of the Work Programme and Budget which
have been approved by MTJA in accordance with paragraph one of Article
3.3.
Without prejudice to the generality of the foregoing provisions, MTJA
shall have the right to review the proposed level of production in
respect of any proposed or approved annual Work Programme and may, upon
written notification, request Contractors to increase or decrease the
rate of production from any Oil Field or Fields located in a Production
Area for any of the following reasons:
(i) to optimise oil and gas recovery;
(ii) to minimise wastage of Associated Gas and to prevent wastage of
Non-associated Gas;
(iii) for safety considerations;
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(iv) for operational considerations; and
(v) for Malaysian and/or Thai national interest considerations.
Upon receipt of such written notification, Contractors shall forthwith
comply with such requests.
It is hereby agreed that for any decrease in the rate of production for
reasons under (v) above, arrangements will be made for Contractors to
recover at a later date from the Oil Field or Fields within the Contract
Area the quantity of Crude Oil equal to the decreased production.
It is recognised by MTJA and Contractors that the details of a Work
Programme may require changes in the light of changing circumstances;
thus Contractors may without the prior approval of MTJA make minor
changes, provided that such changes shall not increase or decrease the
approved Budget for any affected expenditure items by more than ten per
cent (10%) and do not substantially alter the general objectives of the
Work Programme. MTJA shall be notified of such changes as soon as
possible. Any other changes shall require the prior written approval of
MTJA. Any decision by MTJA on such application shall be communicated to
Contractors within sixty (60) days of receipt of the same.
3.4 To satisfy Malaysian and/or Thai national interest MTJA may, within a
Work Programme and Budget or separately, give notice in writing to
Contractors requiring them:
<PAGE>
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(a) to develop a petroleum deposit (except during the exploration
period) considered by Contractors to be non-commercial and lying
outside the proven, probable and possible areal extent of any
Oil Field or Gas Field reviewed and agreed to by MTJA and
developed by Contractors and not otherwise subject to an
on-going appraisal programme or any pending appraisal programme
of Contractors which has been approved by MTJA; or
(b) to execute specific works or build specific facilities.
Within sixty (60) days after receiving such notice, Contractors shall
amend the Work Programme and Budget appropriately. Expenditure incurred
as a result of MTJA's requirement under this Article 3.4 shall be fully
borne by MTJA. MTJA shall be entitled to receive the benefits therefrom
including the whole benefits of any production arising under (a). If
Contractors are unwilling to undertake such specified work MTJA or any
third party duly appointed by MTJA shall have the right to carry out
such specified work provided that no undue interference with Petroleum
Operations of Contractors shall be caused by reason thereof.
3.5 The amount to be expended by Contractors in carrying out its exploration
activities in the Contract Area shall in the aggregate be not less than
twenty-five million United States Dollars (US$ 25,000,000).
If at the end of the fifth year from the Effective Date or by the date
of total relinquishment or surrender of the Contract Area (whichever is
earlier) the total amount expended on exploration falls short of that
required, Contractors shall pay to MTJA within three (3) months from
the end of such fifth year or the date of total relinquishment or
surrender
<PAGE>
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of the Contract Area, as appropriate a sum representing the difference
between its total liability under this Article 3.5 and its actual total
expenditure on exploration.
The expenditure commitment specified in this Article 3.5 shall include a
commitment to carry out by the end of the fifth year (or earlier date in
case of voluntary surrender by Contractors) the following:
(i) acquisition and processing of five thousand five hundred (5,500)
line-kilometres of new high quality 2D seismic data over the
Contract Area;
(ii) drilling of not less than three (3) Wildcat Wells with an
aggregate depth of not less than seven thousand (7,000) metres.
However, any well drilled prior to the Effective Date of this
Contract shall not be included for this purpose.
3.6 In the event that Contractors fail by end of the fifth year (or earlier
date in case of voluntary surrender by Contractors) to complete the
drilling to the aggregate depth of not less than seven thousand (7,000)
metres as required, Contractors shall pay to MTJA a sum of one thousand
United States Dollars (US$1,000) for every metre not drilled or for
every metre short of the aggregate drilling depth required above.
In the event that Contractors fail by end of the fifth year (or earlier
date in case of voluntary surrender by Contractors) to complete
acquisition and processing seismic lines to the aggregate
line-kilometres of not less than five thousand five hundred (5,500)
line-kilometres as required, Contractors shall pay to MTJA a sum of five
hundred United States
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Dollars (US$500) for every line-kilometre not acquired and processed or
for every line-kilometre short of the aggregate line-kilometres required
above. Any appraisal work conducted by the Contractors in the
Development Area shall not be considered as part of the exploration
commitment specified in Article 3.5.
3.7 Contractors shall be solely responsible for the provision of all funds
required directly or indirectly for the implementation of the Work
Programme except as otherwise provided herein.
3.8 In implementing any approved Work Programme, Contractors shall:
(a) be workmanlike and use proper scientific methods consistent with
prudent, good oil and gas field practices;
(b) observe sound technical and engineering practices in producing
and conserving the petroleum deposits;
(c) execute Petroleum Operations so as not to conflict with
obligations of the respective Governments under international
law or international conventions to which the Government of
Malaysia and/or the Government of the Kingdom of Thailand may be
a signatory;
(d) take necessary precautions to control the flow and prevent the
escape or waste of petroleum into the atmosphere or any water in
or in the vicinity of the Contract Area in accordance with good
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petroleum industry practice and in accordance with the standards
as may be established by the Government of Malaysia and/or the
Government of the Kingdom of Thailand from time to time; and
(e) not carry out any operations under this Contract in or about the
Contract Area in such manner as to interfere unjustifiably with
navigation or fishing in the waters of the Contract Area or with
the conservation of the living resources of the sea.
Contractors shall comply with all the procedures as may be established
by MTJA from time to time in relation to the above matters and in
relation to the conduct of Petroleum Operations.
Contractors shall consult MTJA in relation to the measures to be
undertaken by Contractors in compliance with the provisions of this
Article 3.8 including, without limitation, the installation of
appropriate measuring systems and the adoption of measures for safety
and environmental protection which are consistent with good petroleum
industry practice.
3.9 Contractors shall conduct Petroleum Operations in accordance with an
approved Work Programme and shall not wilfully and without just cause
suspend any material aspect of Petroleum Operations covered by an
approved Work Programme without the consent of MTJA. In the event of any
emergency or extraordinary circumstances requiring immediate action,
Contractors shall take all actions they deem proper or advisable to
protect life, assets, equipment and interest of MTJA and Contractors,
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provided that any costs so incurred shall be recoverable only if
Contractors can prove to the satisfaction of MTJA that such actions were
reasonably warranted by the circumstances.
3.10 No borehole or well shall be abandoned and no cemented string or other
permanent form of casing shall be withdrawn from any borehole or well
which is proposed to be abandoned without the prior written consent of
MTJA. Consent shall not be unreasonably withheld in respect of boreholes
or wells which have become or are unproductive and in such cases shall
be given promptly with due regard to the cost of any delay. MTJA may in
any case require that no borehole or well shall be plugged or any works
be executed for that purpose save in the presence of its officials,
provided such requirement does not unduly delay the agreed operations.
3.11 Any salvage operation from any abandoned borehole or well shall be
accounted for and reported to MTJA.
3.12 During the term of this Contract, Contractors in accordance with good
petroleum industry practice shall be responsible for carrying out all
the necessary work in connection with the removal, proper disposal or
salvage of any Petroleum facilities, including but not limited to
platforms, artificial structures and wellhead equipments, which are
deemed by MTJA to be unusable or no longer required for future
operations. Contractors shall submit for MTJA's approval detailed work
plans for such removal, disposal or salvage.
<PAGE>
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All costs incurred by Contractors to remove, dispose or salvage such
facilities shall be recoverable from Cost Oil or Cost Gas. For the
purpose of setting up a financial mechanism to recover such costs
earlier in the life of an Oil Field or Gas Field, Contractors and MTJA
shall agree on a mechanism and modality for setting aside a fund from
Cost Oil or Cost Gas, as the case may be, to be used for such removal,
disposal or salvage operations, no later than two years after
commencement of First Commercial Production.
END OF ARTICLE 3
<PAGE>
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ARTICLE 4
MANAGEMENT OF OPERATIONS
4.1 MTJA shall during the term of this Contract be responsible for the
management of Petroleum Operations contemplated in this Contract.
Contractors as independent contractors are responsible to MTJA for
Petroleum Operations and, except as elsewhere provided in this Contract,
shall be the exclusive contractors to MTJA in the areas which from time
to time comprise the Contract Area. Contractors shall have the right to
employ and use Sub-contractors provided the Sub-contractors and the
terms of the sub-contracts are approved in writing by MTJA in accordance
with the terms of Article 12.
4.2 For the purpose of this Contract there shall be a committee consisting
of four (4) representatives from MTJA one of whom shall be the chairman
and four (4) representatives from Contractors formally nominated by MTJA
and Contractors respectively. For each of its representatives MTJA or
Contractors may nominate formally a first and a second alternate who
shall act in the absence of the representative or the first alternate as
the case may be.
The committee shall meet at least twice in each year on fourteen (14)
days written notice given by the chairman to Contractors. At least one
(1) such meeting shall be for the purpose of examining the Work
Programme and Budget for the following year which Contractors are
required to submit pursuant to Article 3.1; whenever practicable, each
such meeting shall be held before 1st November each year. At least one
(1) such meeting shall be for the purpose of reviewing proposed or
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agreed revisions to an approved Work Programme and Budget or to review
the progress of Petroleum Operations under the current Work Programme
and Budget or for discussion on any matters related to Petroleum
Operations. Contractors may request a meeting of the committee at any
time by written notice to the chairman. Such notice shall include a full
description of the purpose of the meeting. The chairman shall thereupon
call such meeting.
4.3 Contractors shall coordinate closely with MTJA all shipments of Crude
Oil and together they shall agree on nominating and lifting procedures
appropriate for each Point of Export or Point of Sale. Contractors shall
provide MTJA formally with a schedule containing up-to-date information
regarding all monthly shipments of Crude Oil relating to each Production
Area so as to reach MTJA not less than fourteen (14) days before the
beginning of the month in which the shipments will take place and MTJA
shall be informed immediately of intended changes to the latest
submitted schedule of monthly shipments.
4.4 Contractors shall:
(a) maintain full and accurate records of all technical operations,
maintenance work and performance under this Contract;
(b) provide MTJA with monthly progress reports covering specific
details of the activities relating to Petroleum Operations and
shall ensure that such monthly progress reports shall reach MTJA
by the end of the month following the month to which such report
relates;
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(c) submit promptly to MTJA all original data on the Contract Area
which are acquired, processed and interpreted. Such data shall
include all geological, geophysical, drilling, well, production,
engineering and other data as Contractors or their
Sub-contractors have compiled. Notwithstanding the foregoing,
Contractors may retain such original data that are required for
operational purposes and in such case MTJA shall at all times
have access to such original data retained by Contractors and
Contractors shall promptly submit such data to MTJA once they
are no longer required for operational purposes;
(d) submit to MTJA data, information, studies, and reports,
particulars of which are specified in Appendix C and any and all
such data, information, studies and reports relating to
Petroleum Operations as Contractors have compiled.
For the purpose of this paragraph (d), MTJA reserves the right
to specify, after consultation with Contractors, the manner and
method by which original data, information, studies and reports
are to be stored, prepared and submitted to MTJA; and
(e) submit to MTJA as and when required mad within a reasonable
period of time any and all information in the form of accurate
copies of maps, sections, reports, studies including economic
and technical evaluations and other documents relating to
Petroleum Operations.
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4.5 Contractors shall provide MTJA with all details relating to field
production facilities, pipeline transportation systems and terminal
storage and export facilities used in connection with Petroleum
Operations. MTJA may at any time require Contractors to report the
quantities of Petroleum stored in any such facilities.
4.6 MTJA shall at all times have title to all original data acquired (either
raw, processed or interpreted) in relation to the Contract Area as a
result of Petroleum Operations including but not limited to geological,
geophysical, production, engineering data and reports and samples as
Contractors may collect and compile and MTJA shall be entitled to a copy
or duplicate of all such data, in whatever form contained, as MTJA may
require from time to time, provided that all reasonable additional
direct costs caused by any necessary copying or duplicating of such data
shall be regarded as allowable costs for the purposes of calculating
Cost Oil pursuant to Article 5.1(b) or Cost Gas pursuant to Article
8.5(b).
Contractors shall keep the aforesaid original data in Malaysia and/or
the Kingdom of Thailand and shall not sell or otherwise dispose of or
disclose any data to any person (including, without limitation, any
Affiliate) unless such disclosure is unavoidable or necessary for
carrying out Petroleum Operations or to meet any regulatory or statutory
requirements applicable to any Party or MTJA has given prior written
approval thereto and in either case the person to whom such disclosure
is made has given an undertaking in form and substance satisfactory to
MTJA to keep such data and all information relating thereto
confidential.
<PAGE>
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4.7 No original records may be taken out of, or transmitted from, Malaysia
and/or the Kingdom of Thailand without the written permission of MTJA.
Magnetic tapes and discs containing data and any other data which cannot
be processed, analysed or interpreted in Malaysia or the Kingdom of
Thailand may be taken out with MTJA's prior written permission for such
purposes. MTJA may, however, require a monitor or a comparable record to
be maintained in Malaysia or the Kingdom of Thailand before such
magnetic tapes, discs and other data are taken out. All such tapes,
discs and other data shall be brought back to Malaysia or the Kingdom of
Thailand and delivered to or stored for MTJA as soon as possible. If
required by MTJA, Contractors shall arrange for MTJA's officials to
attend and witness processing of the magnetic tapes, discs or other data
in processing centres overseas.
4.8 All samples acquired by Contractors for their own use shall be made
available for inspection by MTJA or its authorised representative at any
reasonable time.
4.9 No samples shall be exported without the prior written approval of MTJA;
and when export is approved, a representative sample shall, before
actual export thereof, be delivered to MTJA.
4.10 Subject to any requirement of the laws of Malaysia and/or the Kingdom of
Thailand, Contractors shall have the right of ingress to and egress from
the Contract Area and all adjacent areas and to and from Contractors'
facilities wherever located at all times.
<PAGE>
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Nothing herein shall limit the right of MTJA, its servants, employees
and agents and other contractors of MTJA to move freely and lay
pipelines and construct other facilities within the Contract Area
provided that no undue interference with Petroleum Operations shall be
caused by reason thereof.
4.11 During the term of this Contract, Contractors shall permit a reasonable
number of officials of the respective Governments and MTJA or their
representatives or any other persons duly permitted by MTJA:
(a) to examine the boreholes, wells, plant, equipment, buildings and
other things made, done or carried out by or on behalf of
Contractors;
(b) to inspect, check and certify the accuracy of any measurement
systems, equipment or instrument, weights, data, information and
records;
(c) to have full and complete access to the Contract Area at all
reasonable times with the right to observe Petroleum Operations
and to inspect all assets in the custody of or leased by
Contractors.
Any cost incurred by Contractors for the above-mentioned activities
shall be recoverable as Cost Oil or Cost Gas as the case may be.
4.12 Contractors shall keep MTJA informed of all investigations,
interpretations, designs, fabrications, installations, hook-ups and
commissioning, maintenance and other related work they are undertaking
<PAGE>
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for the purpose of Petroleum Operations. MTJA may for the purpose of
work progress update, observation and training arrange with Contractors
for a reasonable number of MTJA's personnel to witness or, if
appropriate, participate in such activities. MTJA shall ensure that the
exercise of this right shall not hamper Contractors' operations. Any
cost incurred by Contractors for the above-mentioned activities shall be
included in Cost Oil or Cost Gas as the case may be.
4.13 Contractors shall, at the request of MTJA, cooperate with MTJA and other
contractors of MTJA, and/or other companies working in Malaysia or the
Kingdom of Thailand in connection with any facilities or other works
which may conveniently be undertaken for the benefit of Petroleum
Operations in respect of this Contract Area and/or petroleum operations
in any other area in which exploration, development or production for or
of petroleum resources is being undertaken, where such cooperation is in
the opinion of MTJA and Contractors economically and technically
desirable. Any operations carried out as envisaged in this Article 4.13
shall be included in Work Programme and Budget or as the case may be
shall be the subject of revisions to be agreed in respect of the then
current Work Programme and Budget.
4.14 If requested by Contractors MTJA shall render, whenever possible,
reasonable assistance to Contractors in obtaining any consents or
approvals of third parties required in the conduct of Petroleum
Operations.
END OF ARTICLE 4
<PAGE>
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ARTICLE 5
RECOVERY OF COST OIL,
DIVISION OF PROFIT OIL AND MARKETING
5.1 The Gross Production of Crude Oil in each Quarter in the Contract Area
shall be divided as follows:
(a) ten per cent (10%) shall be taken by MTJA in kind to be
disposed in any manner it deems fit to settle royalty payments
for that Quarter to the respective Governments pursuant to the
MTJA Act 1990;
(b) up to a maximum of fifty per cent (50%) shall be applied in the
manner hereinafter provided for the purpose of recovery by
Contractors of allowable costs expended in the Quarter for the
Contract Area in relation to Petroleum Operations in respect of
Crude Oil.
Subject to paragraph (c) below, Contractors, in or towards
recovery of such costs, shall take Crude Oil in kind in such
quantity as when valued in accordance with Article 7 is equal to
either the amount of such allowable costs expended in relation
to Petroleum Operations in respect of Crude Oil in the Contract
Area for that Quarter or the said maximum of fifty per cent
(50%) of Gross Production of Crude Oil for that Quarter
whichever is the lesser.
<PAGE>
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If, in any Quarter, all allowable costs expended relating to
Petroleum Operations in respect of Crude Oil including amounts
accumulated or carried forward from a previous Quarter or
Quarters exceed the value of fifty per cent (50%) of the Gross
Production of Crude Oil from the Production Area, then the
unrecovered excess may be carried forward to the next succeeding
Quarter and added to all allowable costs expended relating to
Petroleum Operations in respect of Crude Oil for that Quarter
provided that such costs can only be recovered for any Quarter
up to a maximum of fifty per cent (50%) of the Gross Production
of Crude Oil for that Quarter;
(c) MTJA upon giving forty-five (45) days prior notice in writing,
shall have the right to purchase front Contractors up to a
maximum of fifty per cent (50%) of the Cost Oil to which
Contractors are entitled in any Quarter pursuant to Article 5.1
(b), at the price determined for that Quarter in accordance with
Article 7 for the grade of Crude Oil concerned, if in MTJA's
opinion there is a shortage of Crude Oil to supply refineries to
meet domestic requirements for Petroleum products in Malaysia
and/or the Kingdom of Thailand;
(d) all costs relating to the use of Associated Gas in Petroleum
Operations including re-injection and re-cycling operation shall
be recoverable from Cost Oil in accordance with Article 5.1(b);
(e) all specific and direct costs relating to the production of
Natural Gas liquids and condensates from Natural Gas shall be
recoverable from Cost Oil which is to be derived exclusively
from
<PAGE>
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Gross Production of Natural Gas liquids and condensates in
accordance with method specified in Article 5.1(b); and
(f) the remaining portion of the Gross Production of Crude Oil
(hereinafter referred to as "Profit Oil") shall be divided in a
manner provided in Article 5.2.
5.2 The total Profit Oil in a Quarter shall be divided between MTJA and
Contractors in accordance with the ratio of fifty to fifty (50:50).
5.3 Where in a Quarter the value of Crude Oil as determined in accordance
with Article 7 exceeds the base price, Contractors shall make a cash
payment to MTJA for every Kilolitre of Contractors' Portion of Profit
Oil for that Quarter of an amount equivalent to fifty per cent (50%) of
the amount by which such value exceeds the base price less any amount
equal in value to any export duty Contractors are required to pay on
such fifty per cent (50%).
For the purpose of this Article the base price shall be United States
Dollars twenty-five (US$25.00) per barrel. On the first day of the
Quarter next following the first anniversary of the Effective Date and
on each anniversary of such date, the base price shall be increased by
five per cent (5%) over the last prevailing base price.
5.4 (a) Subject to Article 5.1(c), Article 5.10 and Article 15,
Contractors are authorised to market, lift and export
Contractors' portion of Cost Oil under Article 5.1(b) and
Contractors' Portion of Profit Oil under Article 5.2 and title
thereto shall pass to Contractors upon delivery at the Point of
Export or Point of Sale;
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(b) MTJA shall be entitled to take the entire portion of the Crude
Oil to which it is entitled hereunder in kind and may dispose of
it in any manner it deems fit.
5.5 Contractors shall be responsible for any loss up to the Point of Sale of
Crude Oil won and saved caused by reason of Contractors' proven
negligence or wilful misconduct, and without prejudice to MTJA's other
rights and remedies MTJA may give notice to Contractors that any such
loss shall be applied first in reducing Contractors' Portion of Profit
Oil. Any loss occasioned by any cause other than Contractors' proven
negligence or wilful misconduct during transfer of the Gross Production
of Crude Oil to the Point of Export or Point of Sale shall be shared by
MTJA and Contractors in proportion to their respective aggregate
entitlements to Cost Oil and Profit Oil from time to time (and such
deemed entitlements shall not be affected by the purchase (if any) by
MTJA of such Cost Oil pursuant to Article 5.1(c)).
5.6 Pending completion of the necessary calculations and determinations MTJA
shall:
(a) fix the quantity of Crude Oil referred to in Article 5.1(a);
(b) fix the quantity of Crude Oil referred to in Article 5.1(b) as
being Contractors' portion of Cost Oil; and
(c) fix the respective shares of Profit Oil for MTJA and Contractors
referred to in Article 5.2.
MTJA may claim the Crude Oil to which it is entitled pursuant to
Articles 5.1(a) and 5.2 and may take such quantity of Crude Oil as it
may from time to time purchase in accordance with Article 5.1(c) and
Contractors
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may claim their entitlement under Articles 5.1(b) and 5.2 on the basis
of the planned production and expenditure specified in the current Work
Programme and Budget approved under Article 3 but subject to Articles
5.1(c) and 5.7.
5.7 MTJA in the event it exercises its rights under Articles 5.1(a), 5.1(c)
and 5.4(b), and Contractors shall take their respective shares of Crude
Oil in separate, full or part cargo lots as Crude Oil is produced and
delivered to the Point of Export or Point of Sale as evenly as may be
reasonably practicable so as to avoid the shut-in of production and in
accordance with the lifting and nomination procedures to be agreed in
accordance with Article 4.3.
Within thirty (30) days from the end of each Quarter MTJA and
Contractors shall determine their respective entitlements on the basis
of actual production for that Quarter and if necessary, shall make
appropriate adjustments to their respective entitlements in the next
succeeding Quarter.
5.8 Payments under Article 5.3 shall be made by Contractors on the basis of
Contractors' entitlement pursuant to Article 5.6 for that Quarter; any
payment required by Article 5.3 shall be payable quarterly and shall be
made within thirty (30) days from the end of the Quarter in respect of
which it is payable.
Within sixty (60) days from the end of each Quarter MTJA and Contractors
shall determine the final amounts payable under Article 5.3 by
Contractors based upon the entitlements determined in accordance
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with Article 5.7 and appropriate payments shall be made to effect
adjustments where necessary to the amounts already paid in respect of
that Quarter.
5.9 When employing tankers for the carriage of Crude Oil or Natural Gas,
Contractors shall give first preference to chartering tankers owned by
MTJA or national shipping line of Malaysia or the Kingdom of Thailand
provided that such tankers are suitable for the employment required and
that the rates and terms of employment are competitive with terms
offered by other tanker operators.
5.10 Contractors shall:
(a) be subject to any prohibition imposed by the Government of
Malaysia and/or the Government of the Kingdom of Thailand
authorities on the export of Petroleum produced from the
Contract Area to any country;
(b) keep full and correct records in approved form of the name and
address of any person to whom Petroleum has been supplied, the
price or other consideration thereof and the place to which the
Petroleum was conveyed and shall give MTJA and its authorised
representatives access to all such records as and when required
by MTJA;
(c) in times of general shortage of supplies of Petroleum in
countries which are from time to time members of ASEAN Council
on Petroleum (ASCOPE) or its successor, or to Malaysian or Thai
refineries, whether a supply emergency has been declared under
<PAGE>
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Article 15 or not, give preference to prospective buyers
(whether Affiliate or third parties) in such countries and to
Malaysian or Thai refineries provided that the prices and other
terms of purchase offered are competitive.
5.11 MTJA reserves the right to restrict Contractors from holding Crude Oil
produced from the Contract Area in any form of buffer stock which is
contrary to Contractors' normal market operations.
END OF ARTICLE 5
<PAGE>
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ARTICLE 6
SEGREGATION OF CRUDE OIL
6.1 In the event Petroleum Operations involve the segregation of Crude Oil
of different qualities or grades:
(a) any or all provisions of this Contract referring to the value of
Crude Oil and to the respective entitlements of MTJA and
Contractors to Crude Oil shall separately apply to each
segregated Crude Oil;
(b) each type of Crude Oil produced, saved and segregated in a given
Quarter shall contribute to:
(i) the total quantity of Crude Oil destined in such
Quarter to be applied as royalty pursuant to Article
5.1(a) of this Contract;
(ii) the total quantity of Crude Oil destined in such
Quarter to be applied to the recovery of costs pursuant
to Article 5.1(b) of this Contract (whether or not the
subject of a purchase under Article 5.1(c));
(iii) the total quantity of Crude Oil destined in such
Quarter to be purchased by MTJA under Article 5.1(c) of
this Contract;
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(iv) the total quantity of Crude Oil to which MTJA and
Contractors are respectively entitled in such Quarter
pursuant to Article 5.2 of this Contract; and
(v) the total quantity of Crude Oil which Contractors are
required to sell and deliver in such Quarter for
domestic consumption in Malaysia and/or the Kingdom of
Thailand pursuant to Article 15 of this Contract;
in each case in the same proportion as the quantity of such type of
Crude Oil produced and segregated in such Quarter bears to the Gross
Production of Crude Oil in such Quarter.
6.2 Notwithstanding the provisions of Article 6.1 MTJA and Contractors may
agree to exchange entitlements to any particular stream of Crude Oil on
any fair basis so as to overcome any practical difficulties which may
arise from the implementation of Article 6.1(b).
END OF ARTICLE 6
<PAGE>
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ARTICLE 7
VALUATION OF CRUDE OIL
7.1 For the purpose of this Contract the value of Crude Oil shall be
determined in accordance with the following provisions:
(a) there shall first be ascertained the free-on-board (f.o.b.)
price actually realised in the case of that portion of Crude Oil
produced from the Contract Area and sold in the relevant Quarter
(if any) on arm's length terms (whether term or spot sales)
otherwise than as referred to in paragraph (b) below;
(b) there shall next be ascertained the price actually realised or
the equivalent monetary value of other consideration actually
received in the case of the portion of Crude Oil produced from
the Contract Area in the relevant Quarter which is:
(i) sold otherwise than on and's length terms;
(ii) transferred to a refinery, processed or otherwise
disposed of other than by way of sale;
(iii) sold or otherwise transferred by MTJA or Contractors to
any of their respective Affiliates; and
(iv) sold or otherwise transferred to the Governments,
government agencies or national oil companies or sold
at government controlled prices;
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(c) where the price or value of consideration received pursuant to
any transaction as described in paragraph (b) above is less than
the quarterly weighted average price of transactions falling
within paragraph (a) above, then in respect of any such
transaction, such quarterly weighted average price shall
substitute for the price actually realised or value of other
consideration received, for the purpose of this Article;
(d) where in any Quarter there are no transactions within paragraph
(a) above, for the purpose of applying paragraph (c) above,
references to the quarterly weighted price of transactions
falling within paragraph (a) shall be substituted by references
to the average f.o.b. price at which other Malaysian and/or Thai
Crude Oil has been sold on arm's length terms to buyers in the
export markets to which Malaysian and/or Thai Crude Oil is
commonly sold in the relevant Quarter, taking due account of any
differences in quality and cost of transport;
(c) the value of Crude Oil for each Quarter shall be the weighted
average of the prices realised (or value received) in respect of
all transactions referred to in paragraphs (a) and (b) of
Article 7.1 for that Quarter (or, as the case may be, deemed to
have been paid or received in accordance with paragraphs (c) and
(d) of Article 7.1).
7.2 In the event that it becomes necessary to calculate a price for Crude
Oil in accordance with Article 7.1(d), MTJA shall notify Contractors the
price which is, in its opinion, the price for the relevant Quarter in
accordance with the provisions thereof. Unless Contractors give notice
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to MTJA within fourteen (14) days of such notification that they do not
agree to such price, such price shall be deemed to be the price
calculated in accordance with Article 7.1(d). If Contractors notify MTJA
that they do not accept the price notified by MTJA, Contractors and MTJA
shall reach agreement between them on the proper price in accordance
with Article 7.1(d) and until such agreement is reached, the price used
shall be the average of the price proposed by MTJA and the price
proposed by Contractors.
7.3 In the application of Article 7.1, the price of Crude Oil shall be
calculated before deduction of any export duty and other taxes,
commissions, brokerage, or discounts and with due allowances for any
differences in credit terms.
END OF ARTICLE 7
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ARTICLE 8
NATURAL GAS
8.1 Where Non-associated Gas is discovered and such discovery is, in the
reasonable opinion of Contractors, substantial, Contractors and MTJA
shall, by agreement between them, define the extent of the Gas Field
from which such discovery was made plus a reserve area sufficient to
cover the probable and possible areal extent of the Gas Field (as
defined by the extent of structural closure based upon existing
engineering, geophysical, and geological data); and Contractors, upon
making written application within forty-five (45) days of such
discovery, shall, subject to agreement on the extent of such Gas Field
and its reserve area, be allowed to hold the Gas Field plus such reserve
area for a period not exceeding five (5) years commencing on the fifth
anniversary of the Effective Date. The purpose of this holding period is
for Contractors to submit for the approval of MTJA a comprehensive
Development Plan for the implementation of a viable gas supply project
based on normally acceptable commercial considerations. The Development
Plan for the Gas Field or Fields, notwithstanding the provisions of
Article 1, shall also include a realistic gas demand forecast
corresponding to specific outlets, sequence and timing of field
development, the proposed project structure, gas pricing mechanism and
other fiscal terms for the project.
Contractors shall before the expiry of the 5-year holding period submit
a Development Plan for the Gas Field or Fields for the approval of MTJA.
Failure to submit a Development Plan within the 5-year holding period
shall render the Gas Field or Fields relinquished to MTJA.
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Contractors shall develop the Gas Field or Fields within five (5) years
from the date of MTJA's approval of the Development Plan or within any
longer period as MTJA may approve.
Failure to develop the Gas Field or Fields within the approved period
shall render the Gas Field or Fields relinquished to MTJA unless
Contractors can reasonably demonstrate that such failure is due to force
majeure circumstances pursuant to Article 22.
In the event that Contractors, after full investigation during a holding
period of a Gas Field or Fields, consider that the development,
production and delivery of Natural Gas to any outlet cannot be justified
commercially, the relevant Gas Field or Fields shall be relinquished and
no longer form part of the Contract Area and MTJA may thereafter
undertake at its own expense the development of the Gas Field or Fields
and the production arising therefrom shall, notwithstanding any other
provisions of this Contract, accrue wholly to MTJA.
Upon relinquishment of any Gas Field under any provision of this
Contract, MTJA and its authorised representatives shall have the
absolute right to move freely within the Contract Area for doing all
that are necessary for the purpose of evaluation, developing and
producing Natural Gas from any Gas Field so relinquished to MTJA
provided that no undue interference with Petroleum Operations of
Contractors shall be caused by reason thereof.
Notwithstanding the above, any Gas Field not developed within the period
of this contract shall be considered relinquished to MTJA.
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8.2 Notwithstanding any of the provisions of this Article, Contractors shall
obtain MTJA's approval for using Non- associated Gas produced in the
Contract Area for all Petroleum Operations in Crude Oil production
including re-injection for pressure maintenance or re-cycling operations
to effect maximum economic recovery of Crude Oil.
8.3 The production of Non-associated Gas under this Contract may be carried
out:
(a) for a period of twenty (20) years from the date of the First
Commercial Production; or
(b) until the expiry of the term of this Contract,
whichever is the earlier. Provided however in the event Contractors
effect the First Commercial Production before the expiry of the holding
period (for the identification and nomination of the gas market) or the
development period, the balance of either or both of those periods shall
be added to the above production period.
8.4 Contractors' entitlement to Associated Gas from any Oil Field shall be
governed by the duration as allowed for the production of Crude Oil
under Article 2.6 from the relevant Oil Field.
Subject to MTJA's approval, Contractors shall be given priority to use
Associated Gas produced in the Contract Area for Petroleum Operations
including re-injection for pressure maintenance or re-cycling operations
to effect maximum economic recovery of Crude Oil and the cost of such
operations shall be regarded as an allowable cost for the calculation of
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Cost Oil in accordance with Article 5.1(b). Subject to the preceding
sentence, Contractors shall collect all Associated Gas that is produced
in association with Crude Oil and which is agreed with MTJA to be
capable of being exploited commercially by Contractors.
It is hereby recognised by the Parties that Contractors shall minimise
flaring of Associated Gas by re-injecting Associated Gas not needed in
the conduct of Petroleum Operations and Associated Gas not capable of
being exploited commercially into suitable strata or underground storage
in accordance with good oilfield practice. Contractors shall seek
MTJA's permission to flare Associated Gas which cannot be re-injected
due to specific reservoir considerations or for other reasons that are
accepted internationally and in line with good oilfield practice.
Before flaring, Contractors shall take all reasonable measures to ensure
the extraction of natural gasoline and other liquids contained in
Associated Gas if economically justifiable in the opinion of MTJA and
Contractors.
8.5 For the purpose of division of Natural Gas under this Contract, there
shall first be deducted from Natural Gas, be it Associated Gas or
Non-associated Gas or both produced and saved and not used in Petroleum
Operations but available for commercial sale in the Contract Area in a
Quarter:
(a) ten per cent (10%) shall be taken by MTJA in kind to be disposed
in any manner it deems fit to settle royalty payments for that
Quarter to the respective Governments pursuant to the MTJA Act
1990;
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(b) up to a maximum of fifty per cent (50%) shall be applied in the
manner hereinafter provided for the purpose of recovery by
Contractors of allowable costs expended in that Quarter for the
Contract Area in relation to Petroleum Operations in respect of
Natural Gas.
Contractors are entitled to recover all such allowable costs
from the proceeds of Natural Gas sold equal to the amount of all
such allowable costs in the Contract Area (but subject to
Article 8.7).
If in any Quarter all such costs expended relating to Petroleum
Operations in respect of Natural Gas (including amounts
accumulated or carried forward from previous Quarters) exceed
the value of fifty per cent (50%) of such Natural Gas sold from
the Contract Area, the unrecovered excess may be carried forward
to the next succeeding Quarter and added to all such allowable
costs expended relating to Petroleum Operations in respect of
Natural Gas for that Quarter, but provided that such costs can
only be recovered for any Quarter up to a maximum of fifty per
cent (50%) of such Natural Gas sold.
The remaining proceeds from the Natural Gas sold shall be divided in
the manner provided in Article 8.6.
Notwithstanding the definition of Crude Oil in Article 1.1, costs
associated with the production of condensates and Natural Gas liquids
shall be considered as part of all such costs expended relating to
Petroleum Operations in respect of Natural Gas, and shall be recoverable
as provided above in this Article and/or Article 5.1(e).
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8.6 The total Profit Gas proceeds in a Quarter shall be divided between MTJA
and Contractors such that MTJA and Contractors shall take and receive
their respective entitlements in the ratio of fifty to fifty (50:50).
8.7 Contractors and MTJA shall negotiate for the sale of Natural Gas on a
joint-dedicated basis to an outlet or outlets for Natural Gas at prices
and upon terms common to both Parties which in the opinion of MTJA and
Contractors justify the development, production and delivery of Natural
Gas to such outlet having regard to Article 3.7 and a competitive price.
Contractors are not authorised to sell their share of Natural Gas
pursuant to Articles 8.5(b) and 8.6 on any other basis save on a
joint-dedicated basis. However, Contractors and MTJA may each take
necessary steps to identify a Natural Gas outlet or outlets at the
earliest opportunities.
8.8 Subject to Contractors agreeing to develop, produce and deliver Natural
Gas to an outlet or outlets referred to in Article 8.7 and subject
further to MTJA participating in the development of the said outlet or
outlets, MTJA may, by notice to Contractors and subject to such terms as
it may determine, invite Contractors to participate in the development
of the said outlet or outlets. Within three (3) months of receipt of
such notice Contractors shall notify MTJA in writing whether or not they
agree to participate in the development of the said outlet or outlets.
8.9 Contractors shall be responsible for all losses of Natural Gas produced
up to the relevant outlet as determined pursuant to this Article 8, by
reason of Contractors' proven negligence or wilful misconduct, and
without prejudice to MTJA's other rights and remedies MTJA may give
notice to Contractors that such loss shall be applied first in reducing
Contractors' Portion of Profit Gas. Any loss occasioned by any cause
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other than Contractors' proven negligence or wilful misconduct during
transfer of such Natural Gas to such outlet shall be shared between MTJA
and Contractors in proportion to their respective aggregate entitlements
to Cost Gas and Profit Gas pursuant to Articles 8.5 (b) and 8.6.
END OF ARTICLE 8
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ARTICLE 9
RESEARCH CESS AND OTHER PAYMENTS
9.1 Contractors shall pay to MTJA a research cess amounting to one half of
one per cent (0.5%) of the value based upon the price as determined in
accordance with Article 7 for every Kilolitre taken and received by
Contractors in the form of Cost Oil and Contractors' Portion of Profit
Oil. The amount shall be paid within thirty (30) days from the end of
each month in which Contractors received its aforesaid share.
9.2 Contractors shall, in relation to Natural Gas, pay to MTJA a research
cess amounting to one half of one per cent (0.5%) of the value of Cost
Gas and Profit Gas sold by Contractors. Such amount shall be paid
within thirty (30) days from the end of each month in which Contractors
sell its aforesaid share.
9.3 Set forth in Appendix D are separate letters of guarantee duly executed
by each of the Contractor parties' parent company. Each such letter of
guarantee shall serve to guarantee the performance of the minimum
expenditure obligations specified in Article 3.5 by each of the
Contractor parties. In the event of an assignment of interest in this
Contract to a third party, the parent company of the assignee shall
provide a letter of guarantee, as being one of the conditions for MTJA
to approve such assignment, in the same form as that set forth in
Appendix D, for the performance of the minimum expenditure obligations
specified in Article 3.5.
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9.4 For the purpose of reconciling accounts payments pursuant to Articles
9.1 and 9.2 shall be adjusted on a quarterly basis.
9.5 Contractors shall pay to MTJA by way of bonuses the following amounts:
(a) within thirty (30) days following the commencement of First
Commercial Production from the first Oil Field or first Gas
Field, whichever first occurs, a one-time only discovery bonus
of one million United States Dollars (US$1,000,000).
(b) when the production of Crude Oil and Natural Gas from the
Contract Area has respectively first reached or exceeded three
hundred and sixty-five thousand (365,000) Kilolitres in a given
Quarter ("first tier"), Contractors shall pay to MTJA a one-time
production bonus for Crude Oil and Natural Gas of three hundred
and fifty thousand United States Dollars (US$350,000).
Thereafter, when the production of Crude Oil and Natural Gas
from the Contract Area has respectively first reached or
exceeded in a given Quarter seven hundred and thirty thousand
(730,000) Kilolitres ("second tier"), one million and
ninety-five thousand Kilolitres (1,095,000) ("third tier"), one
million four hundred and sixty thousand Kilolitres (1,460,000)
("fourth tier"), or one million eight hundred twenty five
thousand Kilolitres (1,825,000) ("fifth tier"), Contractors
shall pay an additional one-time production bonus of three
hundred and fifty thousand United States Dollars (US$350,000) in
respect of each such tier of production so reached or exceeded.
Each such production bonus shall be a one-time only payment for
each such tier of production
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so reached or exceeded, and fluctuating production rates shall
not effect a tier of production once so reached or exceeded.
The amount shall be paid within thirty (30) days of the
calendar month following the end of the relevant Quarter when
the relevant tier of production of Crude Oil and Natural Gas is
first reached or exceeded. Reference to one (1) Kilolitre in
relation to Natural Gas shall be construed as reference to
measurement in one (1) Cubic Meter multiplied by a factor based
on the gross heat value of each unit of measurement. For this
purpose, the gross heat value of Crude Oil shall be taken as a
constant of nine million (9,000,000) Kilocalories per Kilolitre
and that of Natural Gas as a constant of nine thousand (9,000)
Kilocalories per Cubic Meter. For purpose of determining
production bonus under this Article 9.5(b) only, the Natural Gas
volume to be considered for calculation of a tier of production
shall exclude any volume of carbon-dioxide gas (CO(2)).
(c) upon the signing of this Contract an information bonus of one
million five hundred thousand United States Dollars
(US$1,500,000). The amount shall be shared equally between
TRITON and CARIGALI and shall be paid within thirty (30) days
from the Effective Date.
9.6 Any payment under this Article shall not be included in Cost Oil or Cost
Gas as the case may be.
END OF ARTICLE 9
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ARTICLE 10
PAYMENTS AND CURRENCIES
10.1 All payments to be made under any of the provisions of this Contract
shall be made in United States Dollars, or any other currency agreed by
the Parties, at the bank or banks to be designated by the Party to whom
payment is to be made.
The Party shall designate such bank at least three (3) days prior to
payment.
Where there is agreement between MTJA and Contractors that payment is to
be made in a currency other than United States Dollars that payment
shall be calculated at the exchange rate prevailing on the day of the
payment at the bank or banks designated to receive payment.
10.2 Contractors shall, in the exercise and performance of its obligations
under this Contract:
(a) comply with the laws, regulations and policies of Malaysia and
the Kingdom of Thailand generally relating to payments;
(b) conduct any banking transaction in Malaysia or the Kingdom of
Thailand through a bank or banks incorporated or licensed in
Malaysia or the Kingdom of Thailand.
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10.3 Notwithstanding the foregoing provisions but subject to the policies of
the respective Governments, MTJA may require payments to be made in
Ringgit Malaysia or Thai Baht or United States Dollars converted on the
basis of the parity values of currencies established from time to time
for the International Monetary Fund's Special Drawing Rights or any
other unit of account adopted generally by major oil producing countries
for the purpose of fixing the price of Petroleum.
END OF ARTICLE 10
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ARTICLE 11
ACCOUNTS AND AUDIT FOR PETROLEUM OPERATIONS
11.1 MTJA and Contractors shall each be responsible for keeping and
maintaining records and accounts in order to reflect all costs expended
and income received arising from Petroleum Operations. MTJA and
Contractors shall each be responsible for providing within thirty (30)
days from the end of each month details of costs expended and income
received arising from Contractors' activities related to Petroleum
Operations in such detail and subject to the procedures to be agreed
between the Parties from time to time as will enable MTJA and
Contractors separately to keep and maintain records and accounts in
respect of Petroleum Operations discharged. For this purpose MTJA and
Contractors shall be responsible for providing to the other Party copies
of the relevant source documents within sixty (60) days from the end of
each month and in a manner as determined by MTJA.
Within sixty (60) days from the end of each six (6) month period
commencing January 1st and July 1st (hereinafter defined as the
"Semi-Annual Period") prior to the commencement of First Commercial
Production, and within sixty (60) days from the end of each Quarter
after the commencement of First Commercial Production, MTJA shall submit
to Contractors and Contractors shall submit to MTJA detailed accounts
audited by auditors acceptable to MTJA and showing the actual sums
expended and actual sums received by MTJA and by Contractors in carrying
out Petroleum Operations in the Contract Area for the Semi-Annual Period
or Quarter, as the case may be together with disclosure of all items
affecting such accounts. The accounts shall be reviewed by the
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Parties and any objections shall be made in writing within forty-five
(45) days of receipt. Where no objection has been made in writing
within forty-five (45) days of submission of the detailed audited
accounts by one Party to the other, or any objection made has been
resolved, the accounts shall be considered final and binding on the
Parties. Where no objection has been made, or any objections made have
been resolved, MTJA's copy of the accounts (amended as the circumstances
may require) shall be signed by the Parties and retained by MTJA as the
official record between the Parties of the agreed accounts.
11.2 Notwithstanding Article 11.1, MTJA, upon giving reasonable notice may
delegate all or any of such record-keeping and accounting functions to
Contractors subject to mutually agreed procedures. In the event of such
delegation being made, MTJA shall have the right of access to examine at
all reasonable times the records and accounts kept by Contractors.
Contractors shall furnish such explanations as may be required by MTJA
generally or arising from the examination of such records and accounts
and shall furnish to MTJA a complete audited statement of accounts on
Petroleum Operations for each Semi-Annual Period prior to the
commencement of First Commercial Production, or quarterly after the
commencement of First Commercial Production within sixty (60) days from
the end of the Semi-Annual Period or Quarter under review which shall
contain a detailed breakdown as between Non-recoverable Expenditure and
allowable costs for the purpose of calculating Cost Oil and Cost Gas.
11.3 Contractors shall provide MTJA's officers concerned with auditing
functions with office facilities for the purpose of conducting such
work.
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11.4 Records and accounts to be kept under this Contract shall be kept in
United States Dollars and in other currency agreed between the Parties.
For determination of the quantity of Crude Oil or Natural Gas required
for the purpose of recovery by Contractors of allowable costs expended
in the Quarter, United States Dollars shall be used as a calculation
basis.
11.5 Statutory books and accounts by Contractors pursuant to the relevant
laws of Malaysia and the Kingdom of Thailand, shall, to the extent that
they relate to matters relevant to the determination of rights and
liabilities of the respective Governments, MTJA and Contractors under
this Contract, be made available by Contractors to officials and
auditors of MTJA and of the respective Governments for the purpose of
examinations and assessments.
END OF ARTICLE 11
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ARTICLE 12
PROCUREMENT OF EQUIPMENT, FACILITIES, GOODS,
MATERIALS, SUPPLIES AND SERVICES
12.1 To the extent that MTJA and Contractors agree that it is technically and
economically feasible, the following shall, unless MTJA otherwise
specifically agrees to, be observed in the procurement of goods and
services:
(i) give priority to goods locally manufactured in Malaysia and/or
the Kingdom of Thailand in the purchase of equipment,
facilities, goods, materials, supplies and services required for
the operations under a Work Programme;
(ii) purchase from Malaysian or Thai suppliers or manufacturers
equipment, facilities, goods, materials, supplies and services
required for the operations under a Work Programme; and
(iii) make use of services and research facilities, professional or
otherwise, which are rendered by Malaysian or Thai firms or
companies incorporated in Malaysia or the Kingdom of Thailand.
12.2 Contractors shall during each operations committee meeting between MTJA
and Contractors highlight their performance and achievement for the
purpose of determining the extent of compliance with the objective
outlined in Article 12.1.
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12.3 Contractors shall before inviting any tender for the purchase or lease
of equipment, facilities, goods, materials, supplies and services in
excess of two hundred and fifty thousand United States Dollars
(US$250,000) submit for approval of MTJA the following:
(i) a list of bidders which Contractors propose to invite for the
tender;
(ii) the draft form of contract or agreement that would be adopted by
Contractors and its Sub-contractor(s) in the execution of the
contract;
(iii) the technical proposal form which includes the list of technical
specifications and the scope of work for the contract;
(iv) the commercial proposal form which shall include the schedule of
rates or schedule of compensation; and
(v) the basis upon which the bids are to be evaluated.
In addition to the above, Contractors shall also submit a statement to
MTJA regarding the need for the tender and/or contract, the relationship
of the tender and/or contract with the approved Work Programme and
Budget, the estimated value of the tender or contract and the
contracting schedule.
Contractors shall, after awarding of any such contract referred to above
in excess of two hundred and fifty thousand United States Dollars
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(US$250,000), submit for MTJA's retention a complete report giving the
basis on which the awards were made.
Contractors shall, before awarding any contract, in excess of five
hundred thousand United States Dollars (US$500,000) obtain the written
approval of MTJA. For this purpose, Contractors shall submit to MTJA
copies of bidding documents received by Contractors from bidders and a
complete report giving the basis on which the awards are being
recommended. MTJA may from time to time specify, after consultation with
Contractors, any increase in the value of contracts which shall be
exempted from the provisions of this Article 12.3.
MTJA shall approve or disapprove all bidding documents and bid
evaluation criteria within four (4) weeks of Contractors' submittal of
the same.
All approvals relating to the award of Contracts shall be given by MTJA
within sixty (60) days of Contractors' application.
In the event of extraordinary circumstances requiring immediate action,
Contractors may purchase or lease equipment, facilities, goods,
materials, supplies and services from inside and outside Malaysia and
the Kingdom of Thailand notwithstanding the fact that no prior approval
for such a purchase or lease has been secured from MTJA; any cost so
incurred shall be included as Cost Oil or Cost Gas as the case may be,
if MTJA considers that such purchase or lease is reasonably warranted by
the circumstances.
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12.4 Contractors shall submit a copy of each or all executed contracts or
agreements with its Sub-contractors to MTJA immediately upon its
execution.
From time to time, if requested by MTJA, Contractors shall, upon
completion of any specific contract, submit to MTJA an appraisal and
completion report covering details on the actual expenditures and the
manpower, equipment and materials, facilities and resources utilised by
its Sub-contractors in the execution of such contract.
From time to time, if requested by MTJA, Contractors shall, within sixty
(60) days from such request submit to MTJA details of equipment,
facilities, goods, materials, supplies and services actually procured
both from inside and outside Malaysia and the Kingdom of Thailand.
All procurement of equipment, facilities, goods, materials, supplies and
services required for Petroleum Operations shall be on arm's length
basis and shall, unless otherwise approved by MTJA, be obtained as a
result of competitive bidding.
12.5 MTJA shall have the legal title to any equipment and assets purchased by
Contractors pursuant to Article 12, for the purpose of Petroleum
Operations but subject to the provisions of Article 12.6. Contractors
shall have the sole use of such equipment and assets for Petroleum
Operations hereunder free of charge for the duration of this Contract.
12.6 If MTJA, including any third party duly appointed by MTJA, wishes to use
any equipment or assets, the title of which is placed in MTJA by virtue
of Article 12.5, for any purpose it may do so after consulting
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Contractors, provided that such use thereof does not interfere with
Contractors' performance of Petroleum Operations within the Contract
Area.
12.7 The provisions of Article 12.5 shall not apply to equipment leased to
Contractors or leased or belonging to third parties who perform the
services as Sub-contractors which equipment may generally be brought
into and exported from Malaysia and the Kingdom of Thailand without
restriction.
12.8 Contractors shall use their best endeavours to ensure that their
Sub-contractors comply with the provisions of Articles 12.1 and shall
see that similar provisions shall be inserted in all contracts with the
Sub-contractors.
12.9 Contractors shall submit to MTJA a return of assets movement in a form
approved by MTJA within sixty (60) days from the end of each Quarter on
all purchase, transfers and disposals of any equipment and assets during
that Quarter. Prior approval of MTJA shall be required for all transfers
outside the Contract Area and for all disposals of equipment or assets.
For the purpose of this Article, any transfer of equipment and assets
other than that for the purpose of repair, maintenance and emergencies,
to any place outside the Contract Area shall be deemed as disposals of
such equipment or assets.
Contractors may develop together with contractors in the other Contract
Areas within the Joint Development Area a mutually acceptable procedure
in order to participate in common stock
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arrangements for equipment, materials and supplies wherever this is cost
effective and non-discriminatory to the Contractors and such procedure
to be agreed by the parties shall require the prior approval of MTJA.
It is hereby agreed that Contractors shall be responsible for the
disposals of equipment and assets on behalf of MTJA under terms and
conditions to be mutually agreed by the Parties. All gross proceeds
from the disposals of equipment and assets by Contractors shall be
remitted fully in cash to MTJA not later than two (2) weeks from the
date of receipt of payments except as provided in Article 12.10 below.
Any cost associated with the disposals shall be included in Cost Oil or
Cost Gas as the case may be.
12.10 Notwithstanding anything to the contrary herein, in the event that
Contractors do not make any commercial discovery within the exploration
period referred to in Article 2.4 Contractors may, with the approval of
MTJA, be allowed to dispose any surplus stock materials and any
remaining equipment, facilities, goods, materials and supplies purchased
by Contractors for Petroleum Operations and retain the proceeds thereof.
Any cost associated with such disposal shall be for the account of
Contractors.
12.11 MTJA may from time to time issue procedures and guidelines for the
purpose of implementing the provisions of this Article 12.
END OF ARTICLE 12
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ARTICLE 13
ARBITRATION
13.1 Any disputes or differences arising out of or in connection with this
Contract which cannot be settled amicably shall be referred to
arbitration before a panel consisting of three (3) arbitrators, one (1)
arbitrator to be appointed by each Party and a presiding arbitrator to
be jointly appointed by both Parties.
13.2 If any of the two Parties fails to appoint his own arbitrator or the
Parties are unable to concur on the choice of a third arbitrator within
sixty (60) days of the receipt of a Party's request for arbitration, the
arbitrator or arbitrators shall be appointed upon application to the
United Nations Commission on International Trade Law ("UNCITRAL").
13.3 The third arbitrator appointed by UNCITRAL under Article 13.2 shall be a
person of a nationality other than nationalities of the Parties in
dispute.
13.4 The arbitration proceedings shall be conducted in accordance with the
rules of UNCITRAL. The venue of arbitration shall be either Bangkok or
Kuala Lumpur, or any other place as may be agreed to by the Parties. The
language of the arbitration shall be the English language.
END OF ARTICLE 13
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ARTICLE 14
TRAINING OF MTJA PERSONNEL
14. 1 Contractors shall also contribute an annual amount of seventy thousand
United States Dollars (US$70,000) to MTJA for every Calendar Year or a
prorata amount For each uncompleted Calendar Year for the purpose of
training MTJA's personnel For a period of five (5) years. The first
contribution shall be paid not later than thirty (30) days from the
Effective Date and any subsequent contribution shall be paid not later
than January 31, of each subsequent Calendar Year.
14.2 If requested by MTJA, Contractors shall as part of Petroleum Operations
provide a reasonable number of MTJA's personnel with on-the-job training
and where appropriate and practicable, with training in their training
institutions, based on a mutually agreed programme, provided however
that any expense incurred by Contractors in such training shall be
deducted from the amount payable in Article 14.1 above in respect of
every Calendar Year. If the expense incurred by Contractors in such
training exceeds the amount specified in Article 14.1 above, any such
excess shall be reimbursed by MTJA to Contractors.
END OF ARTICLE 14
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ARTICLE 15
EMERGENCY SUPPLY OBLIGATION
15.1 In the event of a state of national emergency in Malaysia or the Kingdom
of Thailand or shortage of supply of Crude Oil to the nation for
whatever reason, as declared by either Government, MTJA shall have the
right to pre-empt part or all of the Crude Oil won and saved from the
Contract Area.
15.2 Contractors shall upon receipt of fifteen (15) days' written notice from
MTJA sell and deliver Crude Oil to MTJA and/or refineries in Malaysia or
the Kingdom of Thailand in the manner specified in the notice.
15.3 The price at which the Crude Oil is made available to MTJA and the
nations under this Article shall be the price as determined for that
Quarter under Article 7 and including any freight charges if applicable.
15.4 Notwithstanding Article 10.1 payment for such Crude Oil shall be made in
Ringgit Malaysia or Thai Baht by the end of the month following the
month in which the Crude Oil is received by MTJA at an exchange rate
prevailing on the day of the payment at the bank or banks designated to
receive such payment.
END OF ARTICLE 15
<PAGE>
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ARTICLE 16
TERMINATION
16.1 If, in the opinion of Contractors, circumstances do not warrant
continuation of Petroleum Operations, Contractors may by giving not less
than six (6) months' prior notice in writing to that effect to MTJA,
surrender its rights and be relieved of its obligations pursuant to this
Contract, except such obligations as relate to the period prior to such
surrender.
16.2 MTJA may terminate this Contract on the happening of any of the
following events by giving to Contractors not less than ninety (90)
working days' prior notice in writing to that effect.
The events are:
(a) failure by Contractors to make payments of any amount to MTJA on
the due date where such payments are required under the
provisions of this Contract;
(b) wilful suspension by Contractors without just cause and without
the consent of MTJA, of any aspect of Petroleum Operations
covered by an approved Work Programme which is material;
(c) failure by Contractors to observe or perform or comply with any
obligation under this Contract which is material.
<PAGE>
-75-
16.3 The right to terminate this Contract under Article 16.2 shall not be
exercised unless and until:
(a) notice in writing has been given to Contractors specifying the
particular matter causing such right to arise and requiring
Contractors to remedy the matter within a reasonable time to be
specified in the notice, in any event not less than thirty (30)
working days; and
(b) within the time specified in the notice Contractors fail to
remedy the matter.
16.4 MTJA may terminate this Contract with respect to TRITON or CARIGALI on
the happening of any of the following events by giving to that party
(for the purpose of this Article 16, "party" shall mean TRITON or
CARIGALI or their approved respective assignees) not less than ninety
(90) working days' prior notice in writing to that effect:
The events are:
(a) a petition is filed by the party in a court having jurisdiction
or an order is made or an effective resolution is passed for
its dissolution, liquidation or winding up;
(b) the party becomes insolvent or is adjudged bankrupt or makes any
assignment for the benefit of its creditors, or is adjudged
under the relevant laws of Malaysia and/or the Kingdom of
Thailand to be unable to pay its debts as the same fall due;
<PAGE>
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(c) a receiver is appointed or an encumbrancer takes possession of a
majority of the assets or undertaking of the party or the party
sells its business or a majority thereof without MTJA's prior
written consent;
(d) the party ceases or threatens to cease to carry on its business
or a majority thereof or execution is enforced against all or a
majority of the property of the party and is not discharged
within fourteen (14) days thereof; or
(e) the party ceases to be majority-owned by its existing
shareholders referred to in the preamble of this Contract and
Appendix B hereof without the prior written consent of MTJA.
For the purpose of this Article, 16.4(e) the word
"majority-owned" shall mean "having control, management and
ownership of no less than fifty-one per cent (51%) of the shares
of voting stock of the party in question".
16.5 The right to terminate this Contract with respect to a party under
Article 16.4 shall not be exercised unless and until:
(a) notice in writing has been given to the party specifying the
particular matter causing such right to arise and if the matter
is capable of remedy, requiring the party to remedy the matter
within a reasonable time to be specified in the notice; and
(b) within the time specified in the notice, the party fails to
remedy.
<PAGE>
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16.6 On the termination of this Contract under any of its provisions relating
to termination, this Contract and all the rights and obligations of MTJA
and Contractors or any party under this Contract shall altogether cease
to have effect;
Provided that such termination shall not affect:
(a) any right or obligation of MTJA and Contractors or any party
expressed to arise under this Contract on the termination
thereof; or
(b) any liability of MTJA and Contractors or any party accrued prior
to the date of termination.
END OF ARTICLE 16
<PAGE>
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ARTICLE 17
JOINT OPERATING AGREEMENT
17.1 TRITON and CARIGALI as Contractors each shall be entitled to a fifty per
cent (50%) undivided interest in all the rights, interests and
privileges of Contractors as set forth in this Contract. Contractors
shall be responsible jointly and severally in the duties and obligations
under this Contract.
17.2 Contractors shall, as a condition precedent to the signing of this
Contract, enter into an agreement between themselves to provide for the
procedures whereby they shall exercise their rights, interests and
privileges and fulfil their duties and obligations as Contractors (such
agreement hereinafter referred to as the "Joint Operating Agreement").
The terms of the Joint Operating Agreement shall be approved by MTJA in
writing prior to it being executed by Contractors and shall include the
following provisions:
(a) Contractors shall appoint a sole or joint operator from amongst
themselves to carry out the decisions of Contractors as approved
by MTJA in accordance with provisions of this Contract;
(b) Without prejudice to Article 17.1, Contractors each shall be
entitled to a fifty per cent (50%) participating interest of all
rights, interests, privileges, duties and obligations of
Contractors.
<PAGE>
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17.3 Contractors shall, upon execution of the Joint Operating Agreement
furnish MTJA with such number of conformed copies of the Joint Operating
Agreement as MTJA may reasonably require. Contractors shall not amend
the Joint Operating Agreement without prior written consent of MTJA.
END OF ARTICLE 17
<PAGE>
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ARTICLE 18
ASSIGNMENT
18.1 Contractors shall not, without the prior written consent of MTJA and
before having completed operations as specified in the approved
first-year Work Programme and Budget referred to in Article 3.1, sell,
assign, transfer, convey or otherwise dispose of or create or permit to
arise or subsist any security interest over any parts or all of its
rights, interests and obligations under this Contract to any person
(including an Affiliate).
18.2 Subject to consent of MTJA under Article 18.1, and provided that a
prospective assignee's status is not in conflict with Malaysian or Thai
national interest, any third parties (including an Affiliate) to be
assigned by Contractors all or part of its rights, interests and
obligations under this Contract shall possess the requisite financial
and technical capability to fulfil the obligations under this Contract.
MTJA shall notify Contractors of its decision within a reasonable period
of time from the receipt of Contractors' application for an assignment
under this Article (provided that Contractors have provided sufficient
information regarding the identity and financial and technical
capability of the prospective assignee).
END OF ARTICLE 18
<PAGE>
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ARTICLE 19
UNITISATION AGREEMENT
19.1 Contractors shall not, without the prior written consent of MTJA, enter
into any unitisation agreement involving the Contract Area for the
purpose of arriving at a fair allocation of Crude Oil or Natural Gas
reserves within Oil or Gas Fields that straddle the border of the
Contract Area and other contract areas under other contracts.
19.2 Subject to Article III(6) of the MOU and without prejudice to any
boundary delimitation negotiation between the countries concerned, MTJA
shall, where Joint Development Area boundaries are involved, after
consulting Contractors be the party representing the Contract Area in
any international unitisation agreement and all terms and conditions
agreed thereto by MTJA, in accordance with good petroleum industry
practice, after consultation with Contractors shall bind Contractors,
and Contractors shall reimburse MTJA for all reasonable expenses
incurred by MTJA in regard to such agreement within thirty (30) days of
submission of the unitisation agreement to Contractors. Such
reimbursement shall be deemed to be an allowable cost incurred by
Contractors and shall be taken into account for the purpose of
calculating Cost Oil or Cost Gas under the provisions of Article 5.1(b)
or Article 8.5(b), as the case may be.
END OF ARTICLE 19
<PAGE>
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ARTICLE 20
INSURANCE
20.1 Contractors shall cause MTJA's properties and all other properties to
which titles will eventually be transferred to MTJA pursuant to Article
12.5 including but not limited to wells, equipment, facilities, goods,
materials and supplies in use or in the course of construction or in
Contractors' custody, the costs of which are recoverable as Cost Oil or
Cost Gas, as the case may be, to be insured against such risks of loss
and damage for such amount and with such reputable insurer or insurers
as may be agreed with MTJA. Contractors shall nominate MTJA or order as
the loss payee under such insurance.
The insurance programme thereof must be submitted, not less than sixty
(60) days of each renewal for MTJA's approval.
20.2 All insurance proceeds including third party recoveries shall be
remitted to Contractors at the instruction of MTJA for the purpose of
the repair or replacement of the equipment or assets damaged or lost.
20.3 In the case of Petroleum that has been produced to the surface,
Contractors shall insure against such risks of loss and damage for such
amount and with such insurer or insurers as may be agreed with MTJA and
shall nominate MTJA and Contractors as joint beneficiaries under such
insurances. Any benefits arising therefrom shall be divided between the
Parties in proportion to their respective entitlements to Petroleum at
the relevant time.
<PAGE>
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20.4 The cost of all such insurances shall be deemed to be an allowable cost
for the purpose of calculating Cost Oil or Cost Gas, as the case may be.
END OF ARTICLE 20
<PAGE>
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ARTICLE 21
TAXES AND DUTIES
21.1 Subject to Articles 21.2 and 21.3, Contractors shall pay at their own
expense all taxes, duties, charges and levies imposed by the respective
Governments for which Contractors are liable under the laws of Malaysia
and the Kingdom of Thailand, as the case may be.
21.2 The terms of the Contract have been negotiated and agreed having due
regard to the terms of Articles 16 and 17 of the MTJA Agreement. Where
the taxes and duties referred to in Article 21.1 relate to petroleum
income tax, custom matters and export duty, such tax or duty, as the
case may be, shall be in accordance with the MTJA Agreement and shall be
imposed in compliance with the relevant legislation of Malaysia and the
Kingdom of Thailand, duly amended or adopted in its application to
Contractors hereunder to comply with the MTJA Agreement as at the
Effective Date.
21.3 If at any time or from time to time there should be changes in the
aforesaid or the implementation of any legislation, regulation or order
which imposes taxes, duties or levies inconsistent with Articles 16 and
17 of the MTJA Agreement, and such effect will be to increase or
decrease Contractors' liabilities, MTJA and Contractors shall meet and
formulate a mutually acceptable arrangement to restore the Contractors
to the same fiscal status under the terms of Articles 16 and 17 of the
MTJA Agreement in force on the Effective Date of this Contract.
END OF ARTICLE 21
<PAGE>
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ARTICLE 22
FORCE MAJEURE
22.1 Where the occurrence of force majeure beyond the reasonable control of
MTJA or Contractors renders it impossible or hinders or delays the
performance of any obligation (other than an obligation to make a
payment) or the exercise of any right under this Contract then the
failure or omission of MTJA or Contractors to perform such an obligation
shall not be treated as a failure or omission to comply with this
Contract.
22.2 Where MTJA or Contractors fail or omit to perform any obligation
hereunder in obedience to any Government act, order or regulation,
provided it is proved that such failure or omission is the necessary
consequence of such act, order or regulation, such failure or omission
shall not be treated as a failure or omission to comply with this
Contract.
22.3 Upon the occurrence of any force majeure the Party so affected in the
discharge of its obligations shall promptly:
(a) give written notice of such event to the other; and
(b) resume full performance of this Contract as soon as possible,
and to that end that Party shall use its best endeavours to
remove or remedy the cause of such prevention as quickly as may
be practicable, provided that if such occurrence results in the
suspension of all or a major part of Petroleum Operations
previously planned, and if such suspension continues for more
than three (3) months, the Parties shall meet and determine
whether it is equitable that the duration of this Contract and
any
<PAGE>
-86-
appropriate period thereof, should be extended by a period equal
to the period of the suspension. If the suspension arising out
of a force majeure situation involves a total suspension of all
Petroleum Operations previously planned, and such suspension
continues for more than twelve (12) months, the Parties shall
consult each other in order to come to an agreement on the
resumption of Petroleum Operations.
22.4 The events falling within force majeure include but are not limited to
acts of God or force of nature, landslides, lightning, earthquakes,
floods, fires, storms or storm warning, tidal waves, shipwrecks and
perils to navigation, acts of war or public enemy, strikes, sabotage or
accidents or similar events beyond the control of the Parties or either
of them.
END OF ARTICLE 22
<PAGE>
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ARTICLE 23
INDEMNITY
23.1 Contractors shall at all times keep MTJA fully and effectually
indemnified against all actions, proceedings, costs, charges, expenses,
claims and demands whatsoever which may be made or brought against MTJA
by any third party in relation to any matter or thing arising out of
Petroleum Operations or the performance thereof unless caused by the
proven negligence or wilful default of MTJA. MTJA shall give
Contractors prompt notice of any such actions, proceedings, costs,
charges, expenses, claims or demands and MTJA shall not make any
settlement or agreement to settle in respect thereof without the prior
consent of Contractors.
END OF ARTICLE 23
<PAGE>
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ARTICLE 24
COMPLIANCE WITH LAWS AND DIRECTIVES
24.1 Contractors shall comply and ensure compliance by all of its employees,
agents and Sub-contractors (including employees of Sub-contractors) with
all laws, rules, regulations and requirements of any governmental
authority or agency as may from time to time be in force in Malaysia
and/or the Kingdom of Thailand.
24.2 Contractors shall comply with all directives given by MTJA with regard
to location of manpower, site for Contractors' office, major facilities
in Malaysia and the Kingdom of Thailand and any other requirements as
may be directed by MTJA.
END OF ARTICLE 24
<PAGE>
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ARTICLE 25
GOVERNING LAW
25.1 This Contract shall be governed by and construed in accordance with the
laws of Malaysia.
25.2 Nothing in Article 25.1 shall prejudice the application of the MOU, the
MTJA Agreement and the MTJA Act 1990.
25.3 Nothing in this Contract shall entitle Contractors to exercise the
rights, privileges and powers conferred upon them by this Contract in a
manner which would contravene any other written laws in force in
Malaysia and the Kingdom of Thailand.
END OF ARTICLE 25
<PAGE>
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ARTICLE 26
PUBLIC STATEMENTS
26.1 No public statements, announcements or circulars regarding this Contract
or the activities of the Parties relating hereto shall be made or issued
by or on behalf of Contractors without the prior written approval of
MTJA unless it is necessary for a Party or its Affiliates to make such
public statements or announcements in order to comply with statutory
requirements or rules of a stock exchange or similar regulatory body; in
which event, MTJA shall be so informed.
END OF ARTICLE 26
<PAGE>
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ARTICLE 27
ENTIRE AGREEMENT AND SEVERABILITY
27.1 This Contract sets out the entire agreement and understanding of the
Parties in connection with the subject matter of this Contract and
supersedes any other prior agreements, understanding or arrangements
whether written or otherwise (if any) relating thereto.
27.2 Subject to the MOU, the MTJA Agreement and the MTJA Act 1990, the
Parties may amend, vary or modify this Contract upon mutual agreement in
writing and such amendment, variation or modification shall form part of
this Contract.
27.3 If and for so long as any provision or Article of this Contract shall be
adjudged to be invalid for any reason whatsoever, such invalidity shall
not affect the validity or operation of any other provision or Article
of this Contract except only so far as shall be necessary to give effect
to the construction of such invalidity, and any such invalid provision
or Article shall be deemed severed from this Contract without affecting
the validity of the balance of this Contract.
END OF ARTICLE 27
<PAGE>
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ARTICLE 28
NOTICES AND COMMUNICATIONS
28.1 All notices required to be given or made under this Contract by one
Party to the other Party shall be sufficiently given if in writing and
delivered in person or sent by registered post with postage paid to such
other Party at the address of the other Party as follows:-
(a) MALAYSIA-THAILAND JOINT AUTHORITY
27TH FLOOR, EMPIRE TOWER
CITY SQUARE CENTRE
182, JALAN TUN RAZAK
50400 KUALA LUMPUR
MALAYSIA
TELEX NUMBER : MTJA MA 20277
FACSIMILE : 03-2637588
ATTENTION : CHIEF EXECUTIVE OFFICER
(b) (i) PETRONAS CARIGALI SDN. BHD.
TINGKAT 2, WISMA PELADANG
P.O. BOX 12407
JALAN BUKIT BINTANG
50776 KUALA LUMPUR
MALAYSIA
TELEX NUMBER : CAGALI MA 30788
FACSIMILE : 03-2414863
ATTENTION : MANAGING DIRECTOR
<PAGE>
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(ii) TRITON OIL COMPANY OF THAILAND
7TH FLOOR, KlAN GWAN BUILDING 1
140 WIRELESS ROAD
BANGKOK 10330
THAILAND
FACSIMILE : (662) 2534978
ATTENTION : GENERAL MANAGER
Either Party may substitute or change its address in Malaysia and the
Kingdom of Thailand by written notice to the other Party and such
notices shall be effective on date of receipt by the addressee.
Except with respect to notices, any other statement or communication
given or made under this Contract by one Party to the other may, unless
specifically stated otherwise in this Contract, be given in writing and
sent by regular post with postage paid, by telex or by facsimile with
transmission charges fully paid, to such other Party at the latter's
address referred to in this Article.
END OF ARTICLE 28
<PAGE>
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IN WITNESS WHEREOF MTJA, CARIGALI and TRITON have by their respective duly
authorized officers executed this Contract in 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 SDN. BHD. )
in the presence of )
)--------------------------
)
SIGNED by )
)--------------------------
for and on behalf of )
TRITON OIL COMPANY OF THAILAND )
in the presence of )
)--------------------------
)
<PAGE>
APPENDIX A
MAP OF CONTRACT AREA
MTJA
BLOCK A-18
APPENDIX A
----------
THIS "APPENDIX A" IS
MADE AN INTEGRAL PART
OF THIS CONTRACT
CO-ORDINATES OF BLOCK
<TABLE>
<CAPTION>
POINTS LATITUDE LONGITUDE
------ -------- ---------
<S> <C> <C>
A 7DEG.18'00" 102DEG.35'42"
B 7DEG.18'00" 103DEG.35'06"
C 7DEG.03'00" 103DEG.06'00"
D 7DEG.00'00" 102DEG.56'24"
E 7DEG.00'00" 102DEG.25'03"
F 7DEG.10'15" 102DEG.29'00"
</TABLE>
LEGEND:
-------
[ ] JOINT DEVELOPMENT AREA BLOCK A(18)
CONTRACT AREA
13 SUBBLOCK NO.13
50Km
--------------------
<PAGE>
APPENDIX B
LIST OF EXISTING SHAREHOLDERS
PERCENTAGE
CONTRACTOR SHAREHOLDER(S) OF
SHAREHOLDING
---------------------------------------------------------------
1 PETRONAS PETROLIAM
CARIGALI NASIONAL BERHAD 100%
SDN BHD (PETRONAS)
---------------------------------------------------------------
2 TRITON OIL TRITON
COMPANY OF INTERNATIONAL 100%
THAILAND OIL CORPORATION
---------------------------------------------------------------
<PAGE>
APPENDIX B
LIST OF EXISTING SHAREHOLDERS
PERCENTAGE*
SHAREHOLDERS* OF
SHAREHOLDING
---------------------------------------------------------------
1 TRITON
COMPANY OF -------- --------
THAILAND
---------------------------------------------------------------
2 PETRONAS
CARIGALI -------- --------
SDN BHD
---------------------------------------------------------------
*(to be specified upon verification)
<PAGE>
APPENDIX C
PARTICULARS OF DATA, INFORMATION, ETC.
TO BE SUBMITTED
Following are particulars of data, information, studies, reports and samples
required to be submitted under Article 4.4(d).
1. Geophysical Data
All basic geophysical data including the following:-
1.1 Seismic Surveys
(i) Programme maps, pre-plot maps and navigation maps in
scale of 1:100,000 in the form of sepia and paper
prints; to be submitted at least two (2) weeks before
commencement of the survey;
(ii) Final shotpoint and composite shotpoint location maps
in the form of mylar sepia and paper prints in scales
of 1:25,000, 1:50,000, 1:100,000 and 1:250,000; to be
submitted within two (2) months of completion of the
survey;
<PAGE>
2
(iii) Seismic operation reports, navigation operation reports
and quality control reports; to be submitted within
three (3) months of completion of the survey;
(iv) Daily survey progress report;
(v) Inventory of field tapes acquired during the survey
indicating seismic line numbers and shotpoint ranges on
tapes;
(vi) Water depths maps in scales of 1:25,000, 1:50,000 and
1:100,000, fathometer profiles and water depth
listings;
(vii) Operators/observers logs;
(viii) Provisional processed and reprocessed seismic sections
in the form of paper prints with indication of process
types, processing and field acquisition parameters
used, preferably in horizontal scale of 1:12,500, or
1:25,000, and vertical scale of 10cm/second; to be
submitted within one (1) month of completion of initial
processing;
(ix) Final processed and reprocessed seismic sections in the
form of mylar films in scale of 1:12,500, or 1:25,000
and vertical scale of 10cm/second to be submitted
within two (2) months of submission of item (viii);
(x) Interpreted and uninterpreted stacking velocity
analyses sections in the form of paper print in
vertical scale of 10cm/second. The section should
depict the input record, the NMO record, stacked record
and velocity scattergram.
<PAGE>
3
For 3D seismic, picked stacking velocity functions are
to be submitted or magnetic tape;
(xi) Processing and reprocessing reports, documenting the
seismic lines numbers and shotpoint ranges processed or
reprocessed and the type of processing being done;
(xii) Seismic interpretation reports;
(xiii) Final processed tapes in standard industry format
containing raw stacks, raw migration and
filtered/scaled migration;
(xiv) Final sections and full reports on any specialised
seismic processing/reprocessing work that includes but
not limited to DHI, AVO, Synthetic seismogrammes are to
be submitted to MTJA upon completion of each respective
studies.
1.2 Gravity Survey
(i) Gravity and accelerometer records/profiles or spot
readings whichever applicable;
(ii) Traverse line maps in the form of sepia and paper print
showing positions of observations of stations in scales
of 1:25,000, 1:50,000, and 1:100,000 whichever
applicable;
(iii) Details of meter calibration and drift base stations;
(iv) Navigational records required for corrections to
observations;
<PAGE>
4
(v) Processed gravity anomaly maps in the form of paper
prints and sepia at scales of 1:25,000, 1:50,000 and
1:100,000 whichever applicable. The method of
calculation of anomalies should be explained;
(vi) Listings of absolute measured gravity values,
theoretical gravity values and corrected free-air
gravity anomaly values.
1.3 Magnetic Surveys
(i) Magnetometer records/profiles records;
(ii) Altimeter records, storm monitor records, navigational
records;
(iii) Traverse or flight line maps in the form of sepia and
paper print showing positions of observations in scales
of 1:25,000, 1:50,000 and 1:100,000;
(iv) Magnetometer operator log or other means of relating
magnetic observations to local time;
(v) Diurnal variation records;
(vi) Magnetic maps in paper prints and sepia form at scales
of 1:25,000, 1:50,000, 1:100,000 and 1:250,000 which
include total field and total field corrected for
normal field and diurnal variation.
<PAGE>
5
1.4 Other survey
All other surveys data to be submitted as soon as available,
including profiles and reports for the following:-
(i) Well/platform site survey;
(ii) Soil/foundation investigation;
(iii) Pipeline route hydrographics survey (before and after
installation);
(iv) Environmental/oceanographic data;
(v) Rig/platform positioning;
(vi) Well velocity survey.
2. Geological/Petrophysical/Production Test Data. All basic
geological/petrophysical and production test data including the
following:-
2.1 Well Reports
(i) Recommendation to Drill/Well Proposals; to be submitted
at least two (2) weeks before spud-date;
(a) Depth and time structure maps of prospective
horizons in the form of sepia and paper prints in
scales of 1:12,500, 1:25,000, or 1:50,000
whichever applicable;
<PAGE>
6
(b) Migrated TVS sections with at least one (1) key
seismic line passing through the location of the
proposed well;
(c) Assessment of hydrocarbon volume-in-place and
estimated reservoir parameters of prospect/field;
(d) Structure/stratigraphic cross-section;
(e) Economic evaluation of prospect/field.
(ii) Proposed drilling and formation evaluation programmes
including detailed well cost estimate; to be submitted
at least two (2) weeks before spud-date;
(iii) Daily/Biweekly/Weekly drilling reports,
(iv) Abandonment Programmes;
(v) Drilling Completion Reports; to be submitted within
three (3) months of the completion of the well;
(vi) Geological Completion Reports; to be submitted within
three (3) months of the completion of the well
including:-
(a) Geological and operations summaries;
(b) Well completion logs in the form of sepia and
prints of scale of 1:500 showing formation test
depths/results, cores/sidewall cores depth,
hydrocarbon shows, preliminary log analyses and
stratigraphy;
<PAGE>
7
(c) Geological well/composite log in sepia and print
in scale of 1:500 showing detailed lithology
description and percentages, penetration rates,
basic drilling data (ROP, WOB, Mudweight, etc.),
gas readings and composition;
(d) Final well log analysis;
(e) Pressure analysis;
(vii) Post-drill Well Evaluation or Well Summary Reports;
(viii) Service company reports covering mud logging, wireline
testing, production testing, etc;
(ix) Production testing procedures;
(x) Detailed production test reports;
(xi) Subsurface pressure/temperature survey reports;
(xii) Computer processed log interpretation;
(xiii) Paleontological and palynological reports;
(xiv) Geochemical reports;
(xv) Petrographic studies;
(xvi) Core analysis reports;
<PAGE>
8
(xvii) Fluid analysis reports;
(xviii) Directional survey reports.
2.2 Well logs; to be submitted as soon as available. Field and final
prints, sepias (in all available scales) and tapes of all
wireline logs run.
2.3 Samples
All samples including the following:-
(i) drill cuttings;
(ii) drill cores;
(iii) a representative portion or sidewall cores;
(iv) fluid-oil, condensate and water;
(v) any other types of samples.
3. Interpretative Material-Reports
All interpretative and progress reports (inclusive of any subsequent
revisions thereof) including the following:-
(i) Progress reports on geophysical and drilling operation
including notification of the principle developments
and discoveries;
<PAGE>
9
(ii) An annual general review of the interpretation of the
subsurface structure in any area over which geological,
geophysical, drilling or other operations have been
conducted (including interpretation thereof) and any
revised interpretation occasioned by the work or
question (to be supported by up-to-date maps).
4. Reports on Reserve Calculation
4.1 All reports inclusive of any subsequent revisions thereof with
respect to the amount of Petroleum in a petroleum reservoir
classified as:-
(i) Proven Petroleum originally-in-place;
(ii) Expected Petroleum originally-in-place;
(iii) Proven estimated ultimate recoverable Petroleum
reserves;
(iv) Expected estimated ultimate recoverable Petroleum
reserves;
(v) Platform conformable proven and expected estimated
recoverable Petroleum reserves.
4.2 In respect of the Contract Area the reports shall specify:-
(i) The location, size and extent of the petroleum
reservoirs;
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10
(ii) The amount of Petroleum in the reservoir estimated to
be in Items (i), (ii), (iii), (iv) and (v) of 4.1 above
in the Development/Production Area;
(iii) The method and calculations of the estimates in Item
(ii) above; and
(iv) All the data upon which the above estimates were based.
Contractor shall submit by March 31st of each year to MTJA the
annual reserves report as at the year end of the preceding
Calendar Year.
5. Production Operations
5.1 All available data, information, studies and reports inclusive
of any subsequent revision thereof relating to production
operations.
5.2 With respect to each Oil and Gas Field, a monthly report shall
be submitted within thirty (30) days from the end of the month
under review and shall specify:-
(i) the number of wells-
(a) which produced Petroleum or water;
(b) which were shut-in;
(c) into which fluids and gas was injected.
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11
(ii) total quantity of-
(a) Petroleum and water produced;
(b) fluids and gas injected;
(c) Petroleum utilised, flared or vented, stored in
and delivered from each production station; and
(d) reconciled production of Petroleum.
(iii) Petroleum flow, pressure and temperature recording
charts from each production station.
5.3 With respect to each producing well the monthly reports shall
indicate the:-
(i) name, location and status;
(ii) method by which Petroleum or water is produced;
(iii) choke size;
(iv) results of tests;
(v) total estimated daily wellhead production of Petroleum
and water; and
(vi) reconciled total production of Petroleum.
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12
5.4 With respect to each reservoir completed in the Oil and Gas
Field, the quarterly report shall be submitted within thirty
(30) days from the end of the month under review and shall
specify:-
(i) name and status;
(ii) average reservoir pressure for the quarter;
(iii) average reconciled daily water and Petroleum
production; and
(iv) average reconciled gas and fluid injection.
5.5 With respect to development drilling for each Oil and Gas
Field:-
(i) Notice of Operation for well drilling and workover;
(ii) Standard drilling programme from each platform;
(iii) Daily/weekly drilling reports inclusive of progress and
evaluations;
(iv) Well completion reports;
(v) Final completion reports (for workover operations);
(vi) Well abandonment reports;
(vii) Any other reports pertaining to drilling/completion and
workover activities.
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13
5.6 With respect to the planned or installed facilities for each Oil
and Gas Field:-
(i) Platform facility design basis or philosophy inclusive
of conceptual studies and/or front-end design;
(ii) Fabrication and installation procedures and/or reports;
(iii) Project completion reports;
(iv) As-built drawings and vendor catalogues;
(v) Weekly and monthly engineering report;
(vi) Overall long term maintenance programme for facilities
and pipelines;
(vii) Weekly and monthly Operation and maintenance reports;
(viii) Modification and upgrading of facilities reports (if
any);
(ix) Monthly safety incident statistics report;
(x) Technical/safety audit report.
5.7 With respect to measurement for custody transfer and entitlement
determination purposes, the following data/procedures shall be
submitted:-
(i) Detailed measurement procedures, designs and operation
of measurement systems;
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14
(ii) Detailed procedures and reports for validation or
calibration of measurement systems;
(iii) Detailed Petroleum accounting procedures;
(iv) Production, stock, sales/exports and losses figures.
5.8 With respect to each Oil and Gas Field, three (3) months prior
to relinquishment, a status report shall be submitted and shall
specify:-
(i) Complete report listings;
(ii) Well, reservoir and field performance history;
(iii) Reservoir and well data;
(iv) Well status;
(v) Reserve status;
(vi) Latest as-built drawing;
(vii) Major maintenance, improvement and modification
records;
(viii) Inspection records.
6. Other data
Any other information, data, records and studies of any form relating to
Petroleum Operations including any subsequent revisions thereof.
<PAGE>
APPENDIX D
LETTER OF GUARANTEE FOR BLOCK A-18
WHEREAS, _______________________, a corporation validly existing under the laws
of______________________________ (hereinafter called the "PARENT"), with a
principal place of business at ___________________________________; and
WHEREAS, _______________________, (hereinafter called the "COMPANY") is a wholly
owned subsidiary of the PARENT; and
WHEREAS, the COMPANY has signed that certain Production Sharing Contract
(hereinafter called the "CONTRACT") with the Malaysia-Thailand Joint Authority
(hereinafter called the "MTJA") contemporaneously herewith; and
WHEREAS, the COMPANY holds the Participating Interest as specified in the
"CONTRACT"; and
WHEREAS, the MTJA desires that the performance by the COMPANY under the CONTRACT
be guaranteed; and
WHEREAS, the PARENT accepts that it fully understands the legal and contractual
undertaking of the COMPANY under the CONTRACT; and
NOW THEREFORE, it is hereby stipulated and agreed as follows:-
1. The PARENT shall be bound as guarantor and principal debtor by virtue of
this Letter of Guarantee (hereinafter call "LETTER OF GUARANTEE") to the
MTJA for the accurate fulfillment of the obligations assumed by the
COMPANY to expend during a period of five (5) years from___________
(hereinafter called the "EFFECTIVE DATE") the COMPANY's Participating
Interest share of a minimum of
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-2-
twenty-five million United States Dollars (US$25,000,000) on exploration
activities for petroleum in accordance with the CONTRACT, covering Block
___________ (hereinafter called the "CONTRACT AREA").
2. The PARENT agrees that it shall pay to the MTJA on first demand in
writing without proof and conditions an amount up to the COMPANY's
Participating Interest share of the twenty-five million United States
Dollars (US$25,000,000) and the MTJA's first demand shall not be given
earlier than the end of the said five-year period or prior to the total
relinquishment of the CONTRACT AREA should such relinquishment occur
within the said five-year period, provided that:-
(a) the COMPANY, or
(b) any of its affiliates or any third party to whom the interests
under the CONTRACT may have been assigned;
has failed to comply with its contractual obligations to expend the said
amount in exploration activities within the period of time prescribed
under the CONTRACT and provided that the amount required under said
demand represents the difference between what the COMPANY and/or its
permitted assignee actually expended and the minimum amount which the
COMPANY and/or its permitted assignee is obligated to expend under
Article 3.5 of the CONTRACT.
3. This LETTER OF GUARANTEE shall be governed by and construed in
accordance with the Laws of Malaysia. Any dispute or difference arising
out of or in connection with this LETTER OF GUARANTEE or the
implementation of any of the provisions hereof which cannot be settled
amicably shall be submitted for arbitration in which case the terms
provided in Article 13 of the CONTRACT shall be applied MUTATIS
MUTANDIS.
This LETTER OF GUARANTEE shall expire five and one half (5-1/2) years from the
EFFECTIVE DATE or as soon as the COMPANY and/or its permitted assignee has been
recognised by the MTJA to have fulfilled its minimum expenditure obligation
under the CONTRACT.
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-3-
Any claim made under this LETTER OF GUARANTEE shall be made in writing to the
PARENT not later than ninety (90) days from the expiry date, after which the
PARENT shall be discharged from its liabilities under this LETTER OF GUARANTEE.
SIGNED by )__________________________
)
for and on behalf of___________________________ )__________________________
in the presence of )
)
