Chad

18/03/2011

French

The Contractual Zone is mapped in Annex A; the zone is bounded by blocks B and I and located in the DOBA basin

Petrochad (Mangara) Limited ("Petrochad"), incorporated in the Bermuda

Doba Basin

Petrochad (Mangara) Limited , incorporated in the Bermuda

Hydrocarbons (namely, crude oil and natural gas)

Republic of Chad, Minister of Petroleum and Energy ("Chad")

The term of the Exclusive Expoitation license will not exceed 25 years.

Production Sharing Agreement

2011

The Agreement became effective when all the following conditions are met: (i) the parties signing the contract; (ii) the adoption of the law approving the contract; (iii) the award of the Exclusive Exploratory License to the Petrochad; and (iv) publication in the Journal Officiel de la Loi d’Approbation. However, Article 8, Article 38 and provisions dealing the with Petrochad's right to access Petroleum data all become effective upon signing of the coontract.

Environmental Impact Assessment: Petrochad must provide an environmental impact assessment: within 6 months of the Exclusive Exploration License grant, the grant of an Exclusive Operating License or where there is substantial modification to an area already assessed. Details on the contents of the assessment report are itemized in art. 36.3. Chad must approve the assessment report within 28 days of Petrochad's submission. Petrochad must take note of Chad's recommendations and observations.The assessment report is open to public consultation during the 45 days after the Minister's decision. Waste Management Plan: Petrochad must submit a Waste Management plan to Chad no later than 31 October every year. The plan must conform with local laws and detail the establishment of an integrated system for collection, transportation, storage, sorting, processing and distribution of waste. The types of waste covered are detailed in art. 35.1.2. Upon submission by Petrochad, Chad has 30 days to decide whether to accept or reject the proposed plan. Where Chad rejects the proposed plan, Petrochad must propose a modified plan reflecting Chad's comments. Where Chad does not provide comments within 30 days of Petrochad's initial submission, the plan is considered accepted. The Waste Management plan must be widely distributed among the populations covered by the Exclusive Exploration License and, if any, the Exclusive Operating License.

Chad guarantees that Petrochad will not be held liable for environmental damages resulting from activities within the Contractual Zone that predated the granting of an Exclusive Exploration License to Petrochad. The Contractual Zone contains no protected areas; Chad will refrain from creating a protected area within the Contractual Zone during the life of the contract.

Chad has a right to audit Petrochad on matters detailed in art. 52.2.1 including transport of hydrocarbons, conservation of deposits, preservation of public safety and preservation of worker safety and hygiene. Upon giving 30 days notification to Petrochad, Chad may audit any of Petrochad's construction sites, offices and other places of work that are either directly or indirectly involved in Petroleum Operations. At the start of an initial Exclusive Exploration License and at the renewal of an Exclusive Exploration License, Chad will conduct an audit on the elasped period. For Exclusive Operating Licenses, unless otherwise agreed, Chad has up to 5 years following any given year to conduct an audit on Petrochad. Each such audit must start within 5 years of the end of the relevant period. Where Chad does not exercise its right to audit within the 5 year period, Petrochad's books and operations are deemed definitive. Petrochad will make payments for an audit budget consisting of an annual payment of $200,000 (for Exclusive Exploration Licenses) and $400,000 (for Exclusive Operating Licenses).

Petrochad must pay a $40 Million Signature Bonus to the State. The payment structure requires Petrochad to make a first payment of $20 Million to the Public Treasury within 30 days of the approval of the Law governing the contract; a second payment of $15 Million and a third payment of $5 Million are to be made when the events detailed in art. 38.1.2 are met. When Chad assigns each Operating License, Petrochad must pay Chad a $2 Million bonus within 5 days of publication. The bonuses are exempt from taxes under Chad law.

Petrochad and its entities are subject to a 25% capital gains tax on the sale of assets relating to the Exclusive Exploratory License payable according to conditions listed in art. 46. Capital gains tax will not apply to disposal of assets relating to the Exclusive Operating License arising from the Exclusive Exploratory License. Taxable sales of assets are limited to the disposal of rights or obligations, made by Petrochad or its entities, and made either under or relating to the Exclusive Exploratory license. Petrochad and its entities must pay this levy within 30 days following the grant of permission to transfer assets. Disposal of assets takes effect only after the transferor files a declaration on the capital gains on the asset accompanied by, if applicable, payment of the levy on the corresponding capital gains. The levy is determined based on the difference between the sale price of assets and the cost price of the assets. The sale price is the perceived price less any advance reimbursments (relating to the disposed asset).

Petrochad is exempted from taxes relating to, for example: minimum fixed tax (or its equivalent); apprenticeship tax; income tax; tax and charges of any kind on the interest of amounts borrowed by Petrochad to support the Petroleum Operations; estate tax and all other property taxes with the exception of those payable on property for residential use. This is a non-exhaustive list and therefore other exemptions may apply. These exceptions do not apply to fees on services rendered (specifically, all services rendered to the titleholder by the government or administrative bodies upon payment of a fee).

Income tax is exempt from taxation.

On a quarterly basis, the parties will determine the Profit Oil. Within 30 days of the end of the last quarter, Petrochad must determine for each Operating Contractual Zone, the value of Factor R based on a calculation of: (i) a numerator consisting of the cumulative value (applicable for each quarter from the start of production) of the Field Market Price of crude oil and natural gas (if necessary) returning to the Petrochad as Cost Oil and Profit Oil from the date of the Exclusive Operating License grant to the last day of the preceding quarter reduced by the cumulative cost of Petrochad's operations in the same time frame; and (ii) a denominator consisting of the cumulative cost of Development Operations in the Operating Contractual Zone (from the date of the Exclusive Operating License grant to the last day of the preceding quarter) plus the cumulative cost of Exploratory Operations under Art. 41 in the Operating Contractual Zone. For the first quarter from production of the first tonne of hydrocarbon, Factor R will be considered to be less than or equal to 1. Chad's share of profit will be 40% (for Factor R 2.25 or less), 50% (for Factor R 2.25 -3 ) and 60% (for Factor R greater than 3) - subject to variations in calculating Facteur-R as detailed in art. 42.2.1. Tax on Profit Oil: Petrochad must pay tax on Profit Oil in cash or in kind. Chad must notify Petrochad ofa method of payment no less than 90 days before the production of the first tonne of hydrocarbon; the method of payment will remain in effect unless Chad changes it, with 180 days notice to Petrochad. No later than the 15th of the month, Petrochad must provide Chad with a statement on production in the preceding month containing details outlined in art. 43.2.

Petrochad will finance the Petroleum Costs and will bear all the costs of the executing the Petroleum Operations (including development, operation and abandonment costs). From the start of crude oil production on any of the Operational Contract Zones, Petrochad will have the right to recover Petroleum Costs annually as Cost Oil. Cost Oil will be 70 % of: Net Hydrocarbon Production less the Royalty Tax on Production in all Operational Contractual Zones (resulting from the Exploratory Contractual Zones). If the unrecovered Petroleum Costs surpasses the value of the Hydrocarbon quantity that can be used in a calendar year, the surplus that cannot be recovered will be postponed to the following years until there is full recovery or the Contract expires. The value of Cost Oil will be determined by the Market Field Price (as calculated in art. 39.1) for every hydrocarbon grade. The order of priority for annual recovery of Petroleum Costs is detailed in art. 41.2.4. In each category, costs will be recovered on a first in, first out basis.

Petrochad may sell crude oil at a determined market price based on calculations detailed in art. 39. The parties calculate market price on a quarterly basis. Within 30 days of the end of a quarter, Petrochad and Chad must meet to develop a market price for the quarter. Where the parties cannot agree on a price, the parties must meet again and consider any further information concerning price evolution in order to reach consensus by the end of the second month of the quarter. If no agreement can be reached, the matter is referred to an independent expert who must determine the price within 30 days of appointment.

Petrochad must pay a royalty tax on net production of hydrocarbon at the rate of 14.25% for crude oil and 5% for natural gas.

From the allocation of the Exclusive Operating License, Chad will have the right to require sale of a stake of up to 25% of the rights and obligations attached to the said license, either directly or through a public body intermediary.

Petrochad must report its recruitment plan for Chad nationals to the Ministry before October 31 every year. When hiring, Petrochad must give priority to Chad nationals bearing equal qualification. Petrochad must establish and finance a training program to give Chad nationals access to all skilled laborer, foremen, manager and director positions.

Unless an exemption is granted by the Management Committee, Petrochad must make a request for tenders where the materials purchased or supplies serviced exceed $ 1 Million for Exploratory Operations and $ 2 Million for Development and Exploitation Operations. Petrochad and its subcontractors give preference for goods and service contracts to Chadian businesses.

Before the 31 October each year, Petrochad must submit a detailed training program for Chad employees to the government. Unless otherwise agreed, the annual budget for training will be $100,000 for the Exclusive Exploration License. This amount will be increased during the Exploitation phase to 1% of the Operator's payroll. Petrochad must also annually contribute $250,000 annually to the training and development of government officials from the entry into force of the contract until the Exclusive Operating License terminates.

The Exclusive Operating License confers on Petrochad the right to transport all or its share of production to points of storage, processing, distribution, loading or gross consumption or to Points of Delivery. Where such transportation requires the construction and operation of one or more pipelines, the State must, according to terms set out in Annex F, (i) sign a Transportation Agreement with Petrochad and (ii) assign an Internal Transportation license to Petrochad. Petrochad is entitled to signature of a Transportation Agreement and assigment of a license where the oil pipeline transportation system allows for the transport of extracted hydrocarbons in a satisfactory technical and financial manner. All refusals by Chad must be justified. All disputes relating to satisfactory technical or financial conditions of the project will be refered to the Expert Procedure detailed in art. 57. The pipeline transportation fee will be determined between the parties based on factors including those outlined in art. 19.3. Chad consents to extend the provisions relating to order on Petroleum Operations to the land occupation necessary for Transport Operations. Chad will make best efforts to assist Petrochad to transport extracted hydrocarbons on pipelines operated by third parties; this commitment is an obligation of means and not one of results.

Within 30 days of the parties signing the agreement, a Management Committee must be formed to review operations under the Exclusive Exploration License. Likewise, within 30 days of the granting of an Exclusive Operating License, a Management Committee must be formed to review operation under this license. Petrochad must submit a proposed Work and Budget Program to the Management Committee within 90 days of the later of (i) the contract entering into force; or (ii) the delivery of the Data Letter (Lettre de Donnée) to Petrochad according to the conditions set out in art. 58.1. In subsequent years, no later than the 30 September of each year, Petrochad must submit a proposed Work and Budget Program for the following year to the Management Committee. Specific contents of the Program are detailed in art. 24.2 but generally the Program must detail projected Petroleum Operations and a work program and budget for the next two years. The Management Committee must examine the Program within 30 days of receipt. Upon examining and editing the Program, the Management Committee must adopt the Program (and its corresponding budget for the next year) no later than 30 November. Petrochad’s operations and expenses are limited to the scope of the Program with the exception of instances detailed in art. 24.4.

Where Chad and Petrochad are unable to reach a resolution amicably as detailed in art. 57.1., through an Expert as detailed in art. 57.2., or through the Conciliation procedure outlined in art. 57.3., the dispute will be resolved in arbitration according to ICC rules. Either party may initiate arbitration and the arbitration shall be heard by 3 arbitrators in Paris (France) in French.

Chad reserves confidentiality over the Contract including all documents, reports, statements, maps, data, samples and other information provided by Petrochad as part of its performance of the Contract. Unless provided otherwise by written agreement with Petrochad, this information cannot be communicated to third parties while it remains confidential in nature. The confidentiality requirement will remain in force for the life of the contract. Exceptions to the confidentiality requirement are detailed in art. 31.3.

The law of Chad is the applicable law. Where Chad's law conflict with the law of the contract, Chad law prevails on the condition that it is aligned with the international law rules detailed in art. 56.1.

No modification to laws in effect at the start of the Contract will have effect on the Contract without Petrochad's prior consent. Where the Chad and Petrochad cannot reach agreement within 90 days of starting negotiations for adoption of amendments, the changes will not apply to Petrochad.