ex102-mpntescrowagencyde







Central Petroleum PVD Pty Ltd   Magellan Petroleum Australia Pty Ltd   Corrs Chambers Westgarth   Escrow Agency Deed   Ref: JPKlLJB 9077960   © Corrs Chambers Westgarth     





 







Contents   1 Interpretation 1   1.1 Definitions   1.2 . Construction 2   1.3 Headings 3   1.4 Definitions in Principal Agreement 3   2 Escrow Requirements 3   2.1 Establishment of Escrow 3   2.2 Escrow Agent to hold Escrow Documents 3   2.3 Provision of Notices 4   3 Escrow Conditions 4   3.1 Escrow 4   3.2 Escrow Agent to deliver documents 4   4 Termination of this document 5   4.1 Upon release 5   4.2 Survival of clauses 5   5 Provisions relating to Escrow Agent 5   5.1 Escrow Agent's capacity 5   5.2 Duties and obligations 5   5.3 Substitution of Escrow Agent 5   5.4 Escrow Agent's rights and responsibilities 6   5.5 Escrow Agent's costs and expenses 6   5.6 Indemnity 6   5.7 Acknowledgment 7   6 Notices 7   6.1 General 7   6.2 How to give a communication 7   6.3 Particulars for delivery of notices 7   6.4 Communications by post 8   6.5 After hours communications 8   6.6 Process service 8   7 GST 8   7.1 Construction 8   7.2 Consideration GST exclusive 8   7.3 Payment of GST 8   7.4 Timing of GST payment 9   7.5 Tax invoice 9   7.6 Adjustment event 9   7.7 Reimbursements 9   8 General 9   8.1 Escrow Parties' costs and expenses 9   page i     





 







8.2 Stamp duty 9   8.3 Amendment 10   8.4 Waiver and exercise of rights 10   8.5 Rights cumulative 10   8.6 Governing law and jurisdiction 10   8.7 Assignment 10   8.8 Liability 10   8.9 Counterparts 10   8.10 Authorised Signatories 10   Schedule 1 - Release Notice 12   Schedule 2 - Completion Notice 13   Schedule 3 - No Financing Notice 14   page ii     





 







Date   Parties   Central Petroleum PVD pty. Ltd ACN 167440020 of 56-58 Jephson Street,   Toowong , Queensland (Escrow Party 1)   Magellan Petroleum Australia Pty Ltd ACN 009 728 581 of Level 1, 167   Eagle Street, Brisbane, Queensland (Escrow Party 2)   Corrs Chambers Westgarth of Level 35, 1 Eagle Street, Brisbane, Qld   (Escrow Agent)   Agreed terms   1 Interpretation   1.1 Definitions   In this document:   Authorised Signatory of a party to this document means:   (a) an employee of that party whose title contains the word "manager" or a   cognate term;   (b) a person appointed by the relevant party with the right to act as the agent   of that party for the purpose of this document whose appointment and   rights are notified in writing by the appointor to the other parties; and   (c) each person who is a director or a company secretary (or both) of that   party (if the party is a corporation).   Business Day means a day which is not a Saturday, Sunday or bank or public   holiday in Brisbane.   Completion Notice means a notice to the Escrow Agent in the form set out in   Schedule 2 signed by both Escrow Parties.   Escrow Documents means each of the Deposit Banker's Undertakings and   the Second Instalment Banker's Undertaking.   Escrow Notice means each or any of Completion Notice, No Financing Notice   and Release Notice   Escrow Party means Escrow Party 1 or Escrow Party 2, and Escrow Parties   means both of them.   page 1     





 







Loss means any loss, claim, action, liability, damage, cost, charge, expense,   outgoing, payment, diminution in value or deficiency of any kind or character   which the Escrow Agent pays, suffers or incurs or is liable for including:   (a) liabilities on account of Tax;   (b) amounts payable to third parties (including interest); and   (c) legal costs and expenses (on a full indemnity basis) and other costs and   expenses incurred in connection with commencing any interpleader   claim or action, or investigating or defending any claim or action, whether   or not resulting in any liability and all amounts paid in settlement of any   claim or action.   No Financing Notice means a notice to the Escrow Agent in the form set out   in Schedule 3 signed by both Escrow Parties.   Principal Agreement means the Share Sale and Purchase Deed relating to   the sale of shares in each of Magellan Petroleum (N.T) pty Ltd and Jarl pty Ltd   and certain other assets between Escrow Party 1 and Escrow Party 2 and   others.   Release Notice means a notice to the Escrow Agent in the form set out in   Schedule 1 signed by both Escrow Parties.   Tax means a tax (including any tax in the nature of a goods and services tax),   rate, levy, impost or duty, including any income tax payable pursuant to   Division 6 of Part III of the Income Tax Assessment Act 1936, and any interest,   penalty, fine or expense relating to any of them.   1.2 Construction   Unless expressed to the contrary, in this document:   (a) words in the singular include the plural and vice versa;   (b) any gender includes the other genders;   (c) if a word or phrase is defined its other grammatical forms have   corresponding meanings;   (d) "includes" means includes without limitation;   (e) no rule of construction will apply to a clause to the disadvantage of a   party merely because that party put forward the clause or would   otherwise benefit from it;   (f) a reference to:   (i) a person includes a partnership, joint venture, unincorporated   association, corporation and a government or statutory body or   authority;   (ii) a person includes the person's legal personal representatives,   successors, assigns and persons substituted by novation;   (iii) a right includes a benefit, remedy, discretion or power;   (iv) time is to local time in Brisbane;   page 2     





 







(v) "$" or "dollars" is a reference to Australian currency;   (vi) this or any other document includes the document as novated,   varied or replaced and despite any change in the identity of the   parties;   (vii) writing includes any mode of representing or reproducing words in   tangible and permanently visible form, and includes fax   transmissions;   (viii) this document includes all schedules and annexures to it; and   (ix) a clause, schedule or annexure is a reference to a clause,   schedule or annexure, as the case may be, of this document;   (g) if the date on or by which any act must be done under this document is   not a Business Day, the act must be done on or by the next Business   Day;   (h) where time is to be calculated by reference to a day or event, that day or   the day of that event is excluded; and   (i) all joint obligations of Escrow Party 1 and Escrow Party 2 under this   document are given or entered into severally, not jointly nor jointly and   severally, and neither Escrow Party 1 or Escrow Party 2 shall have any   liability for any obligation of the other.   1.3 Headings   Headings do not affect the interpretation of this document.   1.4 Definitions in Principal Agreement   Unless defined in this document, terms defined in the Principal Agreement   have that defined meaning in this document.   2 Escrow Requirements   2.1 Establishment of Escrow   (a) The Escrow Agent's obligations under this document in respect of an   Escrow Document only arise upon delivery to and receipt by the Escrow   Agent of the relevant Escrow Document.   (b) Escrow Party 1 shall be responsible for the delivery of each Escrow   Document to the Escrow Agent as required under the Principal   Agreement.   2.2 Escrow Agent to hold Escrow Documents   (a) The Escrow Agent must hold, deal with and deliver each Escrow   Document in accordance with this document.   (b) Each Escrow Party irrevocably authorises and directs the Escrow Agent   to hold, deal with and deliver the Escrow Documents in accordance with   this document.   page 3     





 







(c) Each Escrow Party acknowledges and agrees that if the Escrow Agent is   injuncted or otherwise becomes subject to a court order or other legal   process which prevents the Escrow Agent from delivering an Escrow   Document to any person or from otherwise proceeding in accordance   with this document, the Escrow Agent can comply with the injunction,   order or process and such compliance will not be taken to be a breach   by the Escrow Agent of any of its duties or obligations under this   document.   2.3 Provision of Notices   (a) On Completion, the Escrow Parties must provide a Completion Notice to   the Escrow Agent.   (b) If the Principal Agreement is terminated due to a failure in satisfaction or   waiver of the Condition at clause 7.1 (h) of the Principal Agreement, the   Escrow Parties must provide a No Financing Notice to the Escrow Agent   immediately on termination of the Principal Agreement.   (c) If the Principal Agreement is terminated due to a failure in satisfaction or   waiver of a Condition (other than the Condition at clause 7.1 (h) of the   Principal Agreement), or as a result of the default of the Buyer, Buyer   Guarantor, Seller or a Seller Affiliate, the Escrow Parties must provide a   Release Notice to the Escrow Agent requesting the release of the   Escrow Documents to the relevant Escrow Parties as required under   clause 3.4 of the Principal Agreement.   3 Escrow Conditions   3.1 Escrow   (a) The Escrow Agent is to hold each Escrow Document until the Escrow   Agent receives a Release Notice in respect of the Escrow Document or   all the Escrow Documents are returned to the Escrow Parties in   accordance with clause 3.2, whichever first occurs.   (b) The Escrow Agent must not grant access to the Escrow Documents to   any person except in accordance with this document or as required by   law or as agreed in writing by the Escrow Parties.   3.2 Escrow Agent to deliver documents   (a) Within two Business Days of receiving a Release Notice the Escrow   Agent must deliver the Escrow Document the subject of the Release   Notice to the Recipient identified in the Release Notice at the address   indicated in the Release Notice, which address must be located in   Brisbane.   (b) If the Escrow Agent has received a No Financing Notice in accordance   with clause 2.3(b), then as soon as practicable after receiving the No   Financing Notice the Escrow Agent must deliver the Escrow Documents   to the Escrow Parties as indicated in the No Financing Notice.   page 4     





 







(c) If the Escrow Agent has not received a Completion Notice or a No   Financing Notice in accordance with clause 2.3(a) or 2.3(b) on or before   31 March 2014, or such later date as the Escrow Parties may jointly   notify the Escrow Agent in writing, then within 2 Business Days of that   date the Escrow Agent must deliver all the Escrow Documents still held   in escrow to Escrow Party 1.   (d) If the Escrow Agent has received a Completion Notice in accordance   with clause 2.3(a), then on 15 April 2014 the Escrow Agent must deliver   the Escrow Documents still held in escrow to Escrow Party 2.   (e) The Escrow Agent shall comply with its obligation to deliver an Escrow   Document to the Recipient if the Recipient through an employee or   person holding a written authority from an Authorised Signatory of the   Recipient, arranges to collect the Escrow Document from the offices of   the Escrow Agent in Brisbane and the Escrow Agent delivers the Escrow   Document to that person at the Escrow Agent's reception.   4 Termination of this document   4.1 Upon release   On the delivery of each of the Escrow Documents in accordance with   clause 3.2, this document will terminate.   4.2 Survival of clauses   Clauses 5.4 to 5.6 (both inclusive) survive termination of this document.   5 Provisions relating to Escrow Agent   5.1 Escrow Agent's capacity   (a) The Escrow Agent holds the Escrow Documents as a stakeholder.   (b) This document is not intended to create a partnership, joint venture or   agency relationship between all or any of the parties.   5.2 Duties and obligations   The Escrow Agent's only duties and obligations are those set out in this   document.   5.3 Substitution of Escrow Agent   (a) The Escrow Agent may relinquish its duties and obligations under this   document by:   (i) giving the Escrow Parties seven Business Days prior notice of its   intention to relinquish its duties and obligations under this   document; and   (ii) procuring a firm of solicitors or accountants to agree (in writing) to   act as the escrow agent on the terms of this document.   page 5     





 







(b) Where clause 5.3(a) applies, the Escrow Agent must close the Escrow   Documents to be delivered to the substituted escrow agent. Execution of   an agreement by the substituted escrow agent by which the substituted   escrow agent agrees with the Escrow Parties to act as escrow agent on   the terms of this document and acceptance by the substituted escrow   agent of the Escrow Documents will constitute a novation of this   document releasing the Escrow Agent from the terms of this document.   (c) The Escrow Agent ceasing to act as escrow agent and being released   from the terms of this document pursuant to this clause 5.3 does not   affect or limit the Escrow Agent's rights or indemnities under clauses 5.5   or 5.6.   5.4 Escrow Agent's rights and responsibilities   The Escrow Agent is not responsible for:   (a) investigating the authenticity, accuracy or content of an Escrow Notice or   the capacity of any person who signs or purports to sign an Escrow   Notice as an Authorised Signatory;   (b) confirming the identity, authority or rights of any person signing or   delivering or purporting to sign or deliver this document; or   (c) any other act it may do or omit to do except where that act or omission is   grossly negligent or fraudulent.   5.5 Escrow Agent's costs and expenses   The Escrow Parties agree to pay, in equal shares and upon demand, the   Escrow Agent's costs and expenses (including any disbursements, Taxes and   any fees, charges and expenses of any legal or other professional advisers),   reasonably incurred by the Escrow Agent in connection with:   (a) the negotiation, preparation, execution, delivery and stamping of this   document;   (b) the performance of its duties and obligations under this document   (including on any termination of this document);   (c) the enforcement or preservation of any rights under this document; and   (d) the commencement of any interpleader claim or action in connection with   the Escrow Deposit or the subject matter of this document.   5.6 Indemnity   (a) The Escrow Parties indemnify the Escrow Agent upon demand against   all Loss arising directly or indirectly which may be imposed upon or   incurred by the Escrow Agent in the course of the Escrow Agent acting   as the Escrow Agent under this document or otherwise endeavouring to   carry out its duties and obligations under this document (even if, in fact, it   has failed to comply with this document or has acted beyond the powers   and discretions conferred by this document) including any litigation   (including any interpleader claim or action) arising from this document or   involving the subject matter of this document except to the extent that the   page 6     





 







relevant Loss is caused by the gross negligence or fraud of the Escrow   Agent.   (b) This indemnity is a continuing obligation, separate and independent from   the other obligations of the Escrow Parties and survives the termination   of this document.   (c) It is not necessary for the Escrow Agent to incur an expense or make a   payment before making a claim under or enforcing this indemnity.   5.7 Acknowledgment   Escrow Party 1:   (a) acknowledges that the firm of Corrs Chambers Westgarth is and   continues to be the legal advisers to Escrow Party 2 in connection with   this document and the Principal Agreement; and   (b) will not object to Corrs Chambers Westgarth continuing to act as the   legal advisers to Escrow Party 2 in connection with any dispute which   arises or may arise with respect to this document and the Principal   Agreement or any other matter on the grounds that Corrs Chambers   Westgarth has or may have a conflict of interest or conflict of duties.   6 Notices   6.1 General   A notice, demand, certification, process or other communication relating to this   document must be in writing in English and may be given by an agent of the   sender.   6.2 How to give a communication   In addition to any other lawful means, a communication may be given by being:   (a) personally delivered;   (b) left at the party's current address for notices; or   (c) sent to the party's current address for notices by pre-paid ordinary mail   or, if the address is outside Australia, by pre-paid airmail.   6.3 Particulars for delivery of notices   (a) The particulars for delivery of notices are initially:   Escrow Party 1   Address:   Attention:   Escrow Party 2   Address:   Attention:   56-58 Jephson Street, Toowong, Queensland   Company Secretary   Level 1, 167 Eagle Street, Brisbane, Queensland   Mr Mark Brannum   page 7     





 







Escrow Agent   Address:   Attention:   Level 35, 1 Eagle Street, Brisbane, Qld 4000   Mr John Kelly   (b) Each party may change its particulars for delivery of notices by notice to   each other party.   6.4 Communications by post   Subject to clause 6.5, a communication is given if posted:   (a) within Australia to an Australian address, three Business Days after   posting; or   (b) in any other case, ten Business Days after posting.   6.5 After hours communications   If a communication is given:   (a) after 5.00 pm in the place of receipt; or   (b) on a day which is a Saturday, Sunday or bank or public holiday in the   place of receipt,   it is taken as having been given at 9.00 am on the next day which is not a   Saturday, Sunday or bank or public holiday in that place.   6.6 Process service   Any process or other document relating to litigation, administrative or arbitral   proceedings relating to this document may be served by any method   contemplated by this clause 6.6 or in accordance with any applicable law.   7 GST   7.1 Construction   In this clause 7:   (a) words and expressions which are not defined in this document but which   have a defined meaning in GST Law have the same meaning as in the   GST Law; and   (b) GST Law has the same meaning given to that expression in the A New   Tax System (Goods and Services Tax) Act 1999.   7.2 Consideration GST exclusive   Unless otherwise expressly stated, all prices or other sums payable or   consideration to be provided under this document are exclusive of GST.   7.3 Payment of GST   If GST is payable by a supplier or by the representative member for a GST   group of which the supplier is a member, on any supply made under this   page 6     





 







document, the recipient will pay to the supplier an amount equal to the GST   payable on the supply.   7.4 Timing of GST payment   The recipient will pay the amount referred to in clause 7.3 in addition to and at   the same time that the consideration for the supply is to be provided under this   document.   7.5 Tax invoice   The supplier must deliver a tax invoice or an adjustment note to the recipient   before the supplier is entitled to payment of an amount under clause 7.3. The   recipient can withhold payment of the amount until the supplier provides a tax   invoice or an adjustment note, as appropriate.   7.6 Adjustment event   If an adjustment event arises in respect of a taxable supply made by a supplier   under this document, the amount payable by the recipient under clause 7.3 will   be recalculated to reflect the adjustment event and a payment will be made by   the recipient to the supplier or by the supplier to the recipient as the case   requires.   7.7 Reimbursements   Where a party is required under this document to payor reimburse an expense   or outgoing of another party, the amount to be paid or reimbursed by the first   party will be the sum of:   (a) the amount of the expense or outgoing less any input tax credits in   respect of the expense or outgoing to which the other party, or to which   the representative member for a GST group of which the other party is a   member, is entitled; and   (b) if the payment or reimbursement is subject to GST, an amount equal to   that GST.   8 General   8.1 Escrow Parties' costs and expenses   Each Escrow Party must pay its own legal and other costs and expenses of   negotiating, preparing, executing and performing its obligations under this   document and any other expenses relating directly or indirectly to this   document.   8.2 Stamp duty   (a) The Escrow Parties agree to pay, in equal shares, all stamp duty which   is payable or is assessed by any relevant government body or other   person to be payable in relation to this document or any transaction   contemplated by this document.   page 9     





 







(b) If the Escrow Agent pays any such stamp duty, the Escrow Parties must   reimburse the Escrow Agent upon demand.   8.3 Amendment   This document may only be varied or replaced by a document executed by the   parties.   8.4 Waiver and exercise of rights   (a) A single or partial exercise or waiver by a party of a right relating to this   document does not prevent any other exercise of that right or the   exercise of any other right.   (b) A party is not liable for any Loss, cost or expense of any other party   caused or contributed to by the waiver, exercise, attempted exercise,   failure to exercise or delay in the exercise of a right.   8.5 Rights cumulative   Except as expressly stated otherwise in this document, the rights of a party   under this document are cumulative and are in addition to any other rights of   that party.   8.6 Governing law and jurisdiction   (a) This document is governed by and is to be construed in accordance with   the laws applicable in Queensland.   (b) Each party irrevocably and unconditionally submits to the non-exclusive   jurisdiction of the courts exercising jurisdiction in Queensland and any   courts which have jurisdiction to hear appeals from any of those courts   and waives any right to object to any proceedings being brought in those   courts.   8.7 Assignment   (a) Except as contemplated by clause 5.3, a party must not assign or deal   with any right under this document without the prior written consent of   the other parties.   (b) Any purported dealing in breach of this clause is of no effect.   8.8 Liability   An obligation of two or more persons binds them separately and together.   8.9 Counterparts   This document and any Release Notice executed in accordance with this   document may consist of a number of counterparts and, if so, the counterparts   taken together constitute one document.   8.10 Authorised Signatories   Each Escrow Party appoints each of its Authorised Signatories as its agent   with authority to sign on its behalf each notice and other document (including a   page 10     





 







Release Notice) which must or may be signed by the relevant Escrow Party   under or in connection with this document.   page 11     





 







Schedule 1   Release Notice   To: Corrs Chambers Westgarth   For the purposes of clauses 2.3(c) and 3 of the Escrow Deed dated [***] between   Magellan Petroleum Australia Pty Ltd, Central Petroleum PVD Pty Ltd and Corrs   Chambers Westgarth, Magellan Petroleum Australia Pty Ltd and Central Petroleum   PVD Pty Ltd authorise and direct you to deliver the Escrow Document described below   to the Recipient identified below, at the address described below:   Escrow Document:   Recipient:   Address in Brisbane:   [Deposit Banker's Undertaking/Second Instalment Banker's   Undertaking]   [insert]   The persons signing on behalf of each Escrow Party named below confirm they have   the necessary authority to sign and deliver this Release Notice on behalf of the relevant   Escrow Party.   Terms defined in the Escrow Deed have the same meaning when used in this Release   Notice.   Dated:   Signed by Magellan Petroleum Australia Pty Ltd by its Authorised Signatory   Name:   Signed by Central Petroleum PVP Pty. Ltd by its Authorised Signatory   Name:   page 12     





 







Schedule 2   Completion Notice   To: Corrs Chambers Westgarth   For the purposes of clause 2.3(a) of the Escrow Deed dated [***] between Magellan   Petroleum Australia pty Ltd, Central Petroleum PVD pty Ltd and Corrs Chambers   Westgarth, Magellan Petroleum Australia pty Ltd and Central Petroleum PVD pty Ltd   confirm that Completion has occurred.   The persons signing on behalf of each Escrow Party named below confirm they have   the necessary authority to sign and deliver this Completion Notice on behalf of the   relevant Escrow Party.   Terms defined in the Escrow Deed have the same meaning when used in this   Completion Notice.   Dated:   Signed by Magellan Petroleum Australia Pty Ltd by its Authorised Signatory   Name:   Signed by Central Petroleum PVD Pty. Ltd by its Authorised Signatory   Name:   page 13     





 







Schedule 3   No Financing Notice   To: Corrs Chambers Westgarth   For the purposes of clause 2.3(b) of the Escrow Deed dated [***] between Magellan   Petroleum Australia Pty Ltd, Central Petroleum PVD Pty Ltd and Corrs Chambers   Westgarth, Magellan Petroleum Australia Pty Ltd and Central Petroleum PVD Pty Ltd   authorise and direct you to deliver the Escrow Documents, comprising the Deposit   Banker's Undertakings as follows:   1. one Deposit Banker's Undertaking to Magellan Petroleum Australia pty Ltd; and   2. the other Deposit Banker's Undertaking to Central Petroleum PVD Pty. Ltd.   The persons signing on behalf of each Escrow Party named below confirm they have   the necessary authority to sign and deliver this No Financing Notice on behalf of the   relevant Escrow Party.   Terms defined in the Escrow Deed have the same meaning when used in this No   Financing Notice.   Dated:   Signed by Magellan Petroleum Australia Pty Ltd by its Authorised Signatory   Name:   Signed by Central Petroleum PVD Pty. Ltd by its Authorised Signatory   Name:   page 14     





 







Executed as a deed.   Executed by Magellan Petroleum   Australia Ply Ltd (ACN 009 728 581 )   .~~{h.~   Company Secretary/Director   Name of Company Secretary/Director   (print)   Executed by Central Petroleum PVD   Ply. Ltd (ACN 167440020)   Company Secretary/Director   Name of Company Secretary/Director   (print)   #E Irector ?   Name of Director (print)   Director   Name of Director (print)   page 15     





 







Executed as a deed.   Executed by Magellan Petroleum   Australia Pty Ltd (ACN 009 728 581)   Company Secretary/Director   Name of Company Secretary/Director   (print)   Executed by Central Petroleum PVD   Pty. Ltd (ACN 167440020)   Company Secretary/~r   Daniel White   Name of Company Secretary/~r   (print)   )   )   )   Director   Name of Director (print)   .............. ... a~ ....   Director   Richard Cattee   Name of Director (print)   page 15     





 







Executed by Corrs Chambers   Westgarth   .. :~-: ............................... . ..   Witness   Name of Witness (print)   ~ -/7   Partner   p( I .0..1',0.<'- L   _ . ..... .. ... ' . . . ...... . , ' .   Name of Partner (print)   page 16