**EXHIBIT10.98**

 

SEVENTH AMENDMENT TO

# GAS SALES AGREEMENT

 

 

This Seventh Amendment toGas Sales Agreement (“Amendment”) is executed as of March 31, 2004, byTipperary Oil & Gas (Australia) Pty Ltd (ACN 077 536 871) of GPO Box 1100,Brisbane, Queensland, Australia 4001 (“Seller”), and QUEENSLAND FERTILISERASSETS LIMITED (ACN 011 062 294) of 76 Arthur Street, Roma, Queensland,Australia (“Buyer”).

 

WITNESSETH: 

 

A. The Seller and Buyer have previously delivered Gas Sales Agreementdated September 28, 2001, as amended by Amendment to Gas Sales Agreementdated as of May 30, 2002, Second Amendment to Gas Sale Agreement dated as ofSeptember 1, 2002, Third Amendment to Gas Sale Agreement dated as ofJanuary 1, 2003, Fourth Amendment to Gas Sale Agreement dated as ofMarch 31, 2003, Fifth Amendment to Gas Sale Agreement dated as ofJune 30, 2003 and Sixth Amendment to Gas Sale Contract dated as ofDecember 31, 2003 (collectively, the “Original Agreement”) governing thesale and supply of Gas to Buyer subject to the terms and conditions set forththerein including, without limitation, the Seller and the Buyer obtainingnecessary financing commitments, under terms reasonably acceptable to each ofthem, by March 31, 2004 for (1) Buyer to construct and commission the Plantand the Pipeline between March 31, 2004 and the Commencement Date and (2)Seller to drill and complete the number of wells, and install laterals andcompressors, as Seller reasonably deems necessary between March 31, 2004and the Commencement Date to deliver the ACQ to the Delivery Point and meetPipeline Pressure requirements; and

 

B. The Seller and Buyer have agreed, subject to the terms andconditions set forth below, to amend the Original Agreement to (1) extend thedate for Seller and Buyer to obtain their respective financing commitments toSeptember 30, 2004 and (2)****otherwise modify the****Original Agreement as setforth herein**.**

 

NOW, THEREFORE, for a sufficient consideration received by each, theSeller and Buyer agree to amend the Original Agreement as follows.

 

**1.****              Definitions.**The definition of Commencement Date in the Original Agreement is herebyamended and replaced in its entirety as set forth below.

 

“Commencement Date” means the later of:

 

(a)          1 April 2007; or

 

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(b)         the date after 1 April 2007 on which theBuyer takes the first delivery of Gas from the Seller under this Agreementpursuant to the notice given under Clause 2.4;

 

provided that, ifBuyer has not previously taken the first delivery of Gas from the Seller underSubparagraph (b) above, the Commencement Date shall be deemed to occur on 1August 2007.”

 

**2.****              Saleand Purchase**. Section 2.1, the preamble of Section 2.2and Section 2.4 of the Original Agreement, each stating conditionsprecedent to Seller’s and Buyer’s obligations under the Original Agreement, arehereby amended and replaced in their entirety as set forth below.

 

“2.1                           The obligations of theParties under the Agreement, other than their obligations under Clauses 17,20 and 24, are subject to and do not become binding unless:

 

(a)          Buyer: (i) establishes and maintains itscreditworthiness to the reasonable satisfaction of the Seller, and (ii) theBuyer has in place the necessary financing commitments, under terms reasonablyacceptable to Buyer and Seller, that will foreseeably allow Buyer to constructand commission the Plant and the Pipeline between September 30, 2004 andthe Commencement Date. If these conditions precedent are not satisfied bySeptember 30, 2004, then this Agreement will terminate (except for Clauses17, 20 and 24 and the enforcement of any right or claim which arisesthereunder), unless the Seller agrees in writing to extend the time required tomeet these conditions.

 

(b)         Seller has in place the necessaryfinancing commitments, under terms reasonably acceptable to Buyer and Seller,that will foreseeably allow Seller to drill and complete the number of wells,to install laterals and compressors, as Seller reasonably deems necessarybetween September 30, 2004 and the Commencement Date to deliver the ACQ tothe Delivery Point and meet Pipeline Pressure requirements.  If these conditions precedent are notsatisfied by September 30, 2004, then this Agreement will terminate (exceptfor Clauses 17, 20 and 24 and the enforcement of any right of claimwhich arises thereunder), unless Buyer agrees in writing to extend the timerequired to meet this condition.”

 

“2.2                           In addition to theconditions in Clause 2.1, Buyer shall begin actual construction of thePlant by December 1, 2004, and diligently prosecute actual construction ofthe Plant and the Pipeline thereafter in an orderly and prudent manner throughand until the Commencement Date.”

 

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“2.4                           The Buyer must deliverwritten notice to the Seller not less that forty-five (45) Business Days’before the Day on which the Buyer intends to take the first delivery of Gasfrom the Seller under this Agreement; provided that Seller shall have noobligation to supply Gas to Buyer before 1 January 2007.”

 

**3.     Authority, Effect and Governing Law**.Section 20.1 (a), containing a representation and warrantyregarding Seller’s and Buyer’s corporate proceedings with respect to theOriginal Agreement, is hereby amended and replaced in its entirety as set forthbelow.

 

“20.1                     Each Party represents and warrantsto the other Party now and at all times during the Term:

 

(a)                                  It is a company duly incorporated underthe laws of Queensland and has the power and authority to enter into thisAgreement and will have undertaken and complied with the necessary corporateproceedings to ensure this Agreement is enforceable and binding on it or beforeSeptember 30, 2004 (unless otherwise terminated on or before that date);”

 

**4.     Capitalized Terms.**All capitalized terms shall have the meaning assigned to them in the OriginalAgreement, except as added, amended or otherwise restated herein or unless thecontext clearly requires otherwise. In addition: references in the OriginalAgreement to the “Agreement,”  “hereof”,“herein” and words of similar import shall be deemed to be references to theOriginal Agreement as amended hereby.

 

**5.     Representations.**  The Seller and Buyer respectively representand warrant that all of the representations and warranties contained in the OriginalAgreement (and any certificates and documents executed pursuant thereto orcontemplated thereby) are true and correct in all material respects on and asof the effective date of this Amendment.

 

**6.     Conflicts and Continuation**.In the event that this Amendment conflicts or is inconsistent with the OriginalAgreement, this Amendment shall control. Except as specifically amended herein,all of the terms and conditions of the Original Agreement (and any certificatesand documents executed pursuant thereto or contemplated thereby) shall remainin full force and effect in accordance with their respective terms.

 

**7.     Severability**.  In the event any one or more provisionscontained in the Original Agreement or this Amendment should be held to beinvalid, illegal or unenforceable in any respect, the validity, enforceabilityand legality of the remaining provisions contained herein and therein shall notbe affected in any way or impaired thereby and shall be enforceable inaccordance with their respective terms.

 

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**8.     Acknowledgment.**  The Seller and Buyer respectively ratify andconfirm that the Original Agreement (and any certificates and documentsexecuted pursuant thereto or contemplated thereby) remain in full force andeffect in accordance with their respective terms, except as amended hereby. Therepresentatives of the Seller and Buyer executing this Amendment each representand warrant to the others that they are duly appointed agents or officers ofthe party to the Original Agreement as designated in the signature lines below,they have full power and authority to execute and deliver this Amendment onbehalf of the party to the Original Agreement as designated below, they haveobtained all corporate or other authorizations as may be applicable to each ofthem.

 

 

EXECUTED as an agreement.

 
| THE COMMON SEAL of TIPPERARY OIL & GAS (Australia)          | ) |
|-----------------------------------------------------------------|---|
| Pty LTD (ACN 077 536 871 was duly affixed to this document in   | ) |
| accordance with its articles of association in the presence of: | ) |

 

 
| /s/ Richard A. Barber                 |   | /s/ David L. Bradshaw                |
|---------------------------------------|--------|--------------------------------------|
| Signature of Secretary                |   | Signature of Director                |
|                                  |   |                                 |
|                                  |   |                                 |
| Richard A. Barber                     |   | David L. Bradshaw                    |
| Name of Secretary – please print |   | Name of Director – please print |

 

 

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| THE COMMON SEAL OF QUEENSLAND                        | ) |
|------------------------------------------------------|---|
| FERTILIZER ASSETS LIMITED (ACN 011 062 294)          | ) |
| was duly affixed to this document in accordance      | ) |
| with its Articles of Association in the presence of: | ) |

 

 
| /s/ H. J. K. Howes                    |   | /s/ I. P. Kennedy                    |
|---------------------------------------|--------|--------------------------------------|
| Signature of Secretary                |   | Signature of Director                |
|                                  |   |                                 |
|                                  |   |                                 |
| H. J. K. Howes                        |   | I. P. Kennedy                        |
| Name of Secretary – please print |   | Name of Director – please print |

 

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