AGREEMENT FOR SALE AND PURCHASE OF ASSETS
between
SWIFT ENERGY NEW ZEALAND LIMITED
and
SWIFT ENERGY NEW ZEALAND HOLDINGS LIMITED
and
SOUTHERN PETROLEUM (NEW ZEALAND)
EXPLORATION LIMITED
and
ORIGIN ENERGY RESOURCES NZ (SPV1) LIMITED
and
ORIGIN ENERGY RESOURCES NZ (SPV2) LIMITED
and
ORIGIN ENERGY LIMITED
TABLE OF CONTENTS
1.
DEFINITIONS
2
2.
INTERPRETATIONS
7
3.
SALE AND PURCHASE
g
4.
CONDITIONS
12
5.
PERIOD BEFORE COMPLETION
14
6.
BUYER GUARANTOR
17
TABLE OF CONTENTS
SCHEDULE 1 - (1) Permits
(2) Commercial Contracts
(3) Farmins and Joint Venture Operating Agreement
(4) Bellblock Land &Building
(5) Office Leases
(6) Wells
(7) Land
(8) Facilities and Pipelines
SCHEDULE 2 - Warranties of the Buyers
SCHEDULE 3 - Warranties of the Sellers
SCHEDULE 4 - Procedures for Independent Accountant Determination
SCHEDULE 5 - Allocation of Purchase Price
SCHEDULE 6 - Form of Preferential Purchase Right Notice Letter
SCHEDULE 7 - Existing Employees
SCHEDULE 2 -Warranties of the Buyers
SCHEDULE 3 -Warranties of the Sellers
SCHEDULE 4 -Procedures for Independent Accountant Determination
SCHEDULE 5 -Allocation of Purchase Price
SCHEDULE 6 -Form of Preferential Purchase Right Notice Letter
SCHEDULE 7 -Existing Employees
SCHEDULE8- Expatriate Employees
SCHEDULE9- Royalty and Call Option Deeds
THIS AGREEMENT is made on the 19th day of December 2007
1.
DEFINITIONS
2
2.
INTERPRETATIONS
7
3.
SALE AND PURCHASE
g
4.
CONDITIONS
12
5.
PERIOD BEFORE COMPLETION
14
6.
BUYER GUARANTOR
17
7.
COMPLETION
18
8.
INDEMNITIES
21
9.
WARRANTIES
25
10.
RISK AND PROPE