EXHIBIT
10.98


 


SEVENTH AMENDMENT TO


GAS SALES AGREEMENT


 


 


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


 


WITNESSETH: 


 


A. The Seller and Buyer have previously delivered Gas Sales Agreement
dated September 28, 2001, as amended by Amendment to Gas Sales Agreement
dated as of May 30, 2002, Second Amendment to Gas Sale Agreement dated as of
September 1, 2002, Third Amendment to Gas Sale Agreement dated as of
January 1, 2003, Fourth Amendment to Gas Sale Agreement dated as of
March 31, 2003, Fifth Amendment to Gas Sale Agreement dated as of
June 30, 2003 and Sixth Amendment to Gas Sale Contract dated as of
December 31, 2003 (collectively, the “Original Agreement”) governing the
sale and supply of Gas to Buyer subject to the terms and conditions set forth
therein including, without limitation, the Seller and the Buyer obtaining
necessary financing commitments, under terms reasonably acceptable to each of
them, by March 31, 2004 for (1) Buyer to construct and commission the Plant
and the Pipeline between March 31, 2004 and the Commencement Date and (2)
Seller to drill and complete the number of wells, and install laterals and
compressors, as Seller reasonably deems necessary between March 31, 2004
and the Commencement Date to deliver the ACQ to the Delivery Point and meet
Pipeline Pressure requirements; and


 


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


 


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


 


1.              Definitions.
The definition of Commencement Date in the Original Agreement is hereby
amended 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 the
Buyer takes the first delivery of Gas from the Seller under this Agreement
pursuant to the notice given under Clause 2.4;


 


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


 


2.              Sale
and Purchase. Section 2.1, the preamble of Section 2.2
and Section 2.4 of the Original Agreement, each stating conditions
precedent to Seller’s and Buyer’s obligations under the Original Agreement, are
hereby amended and replaced in their entirety as set forth below.


 


“2.1                           The obligations of the
Parties 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 its
creditworthiness to the reasonable satisfaction of the Seller, and (ii) the
Buyer has in place the necessary financing commitments, under terms reasonably
acceptable to Buyer and Seller, that will foreseeably allow Buyer to construct
and commission the Plant and the Pipeline between September 30, 2004 and
the Commencement Date. If these conditions precedent are not satisfied by
September 30, 2004, then this Agreement will terminate (except for Clauses
17, 20 and 24 and the enforcement of any right or claim which arises
thereunder), unless the Seller agrees in writing to extend the time required to
meet these conditions.


 


(b)         Seller has in place the necessary
financing 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 necessary
between September 30, 2004 and the Commencement Date to deliver the ACQ to
the Delivery Point and meet Pipeline Pressure requirements.  If these conditions precedent are not
satisfied by September 30, 2004, then this Agreement will terminate (except
for Clauses 17, 20 and 24 and the enforcement of any right of claim
which arises thereunder), unless Buyer agrees in writing to extend the time
required to meet this condition.”


 


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


 


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“2.4                           The Buyer must deliver
written 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 Gas
from the Seller under this Agreement; provided that Seller shall have no
obligation to supply Gas to Buyer before 1 January 2007.”


 


3.     Authority, Effect and Governing Law.
Section 20.1 (a), containing a representation and warranty
regarding Seller’s and Buyer’s corporate proceedings with respect to the
Original Agreement, is hereby amended and replaced in its entirety as set forth
below.


 


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


 


(a)                                  It is a company duly incorporated under
the laws of Queensland and has the power and authority to enter into this
Agreement and will have undertaken and complied with the necessary corporate
proceedings to ensure this Agreement is enforceable and binding on it or before
September 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 Original
Agreement, except as added, amended or otherwise restated herein or unless the
context clearly requires otherwise. In addition: references in the Original
Agreement to the “Agreement,”  “hereof”,
“herein” and words of similar import shall be deemed to be references to the
Original Agreement as amended hereby.


 


5.     Representations.  The Seller and Buyer respectively represent
and warrant that all of the representations and warranties contained in the Original
Agreement (and any certificates and documents executed pursuant thereto or
contemplated thereby) are true and correct in all material respects on and as
of the effective date of this Amendment.


 


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


 


7.     Severability.  In the event any one or more provisions
contained in the Original Agreement or this Amendment should be held to be
invalid, illegal or unenforceable in any respect, the validity, enforceability
and legality of the remaining provisions contained herein and therein shall not
be affected in any way or impaired thereby and shall be enforceable in
accordance with their respective terms.


 


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8.     Acknowledgment.  The Seller and Buyer respectively ratify and
confirm that the Original Agreement (and any certificates and documents
executed pursuant thereto or contemplated thereby) remain in full force and
effect in accordance with their respective terms, except as amended hereby. The
representatives of the Seller and Buyer executing this Amendment each represent
and warrant to the others that they are duly appointed agents or officers of
the party to the Original Agreement as designated in the signature lines below,
they have full power and authority to execute and deliver this Amendment on
behalf of the party to the Original Agreement as designated below, they have
obtained all corporate or other authorizations as may be applicable to each of
them.


 


 


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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