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FIRST AMENDMENT TO
PRODUCTION SHARING CONTRACT
BETWEEN
THE REPUBLIC OF EQUATORIAL GUINEA
AND
UNITED MERIDIAN INTERNATIONAL CORPORATION
(AREA A - OFFSHORE NE BIOCO)
This First Amendment (hereinafter referred to as this “Amendment”) made and
entered into this / ^7 day of , 1993, by and between The Republic of
Equatorial Guinea (hereinafter referred to as the “State”), represented for the purposes of
this Amendment by the Ministry of Mines and Hydrocarbons of The Republic of Equatorial
Guinea (hereinafter referred to as the “Ministry”), and United Meridian International
Corporation, a corporation organized and existing under the laws of the State of Delaware,
U.S.A, (hereinafter referred to as “UMIC”), represented for the purposes of this
Amendment by Coy H. Squyres, its President.
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WITNESSETH:
A, WHEREAS, the State and UMIC entered into that certain Production Sharing
Contract dated the 18th day of August, 1992 (hereinafter referred to as the “Contract”), but
having anEffective Date of September 10,1992, covering the area described therein which
is referred to as Area A - Offshore NE Bioco; and
B. WHEREAS, by that certain Assignment made and entered into the 21st day
of October, 1992, UMIC assigned DuPont E&P No. 21 B.V. (“DuPont”) an undivided
seventy-five percent (75%) of all of the right, title, interest and obligations under the
Contract, and said Assignment was approved by the Ministry on 29 October 1992; and
C. WHEREAS, by that certain Assignment (Area A) made and entered into the
14th day of December, 1992, DuPont assigned an undivided twenty-five percent (25%)
interest in and under the Contract to each of Clyde Charter Company Limited to be
renamed BP Exploration (Equatorial Guinea) Limited (“BP”) and Den norske stats
oljeselskap a.s (“Statoil”) and said Assignment was approved by the Ministry on
23 December 1992; and
D. WHEREAS, by letter dated May 31,1993, the Ministry waived the requirement
of a ninety (90) day notice to proceed into the Second Subperiod under Section 2.1(b)(i)
of the Contract and agreed that the notice to proceed into the Second Subperiod may be
given on or before September 10, 1993; and
E. WHEREAS, DuPont, BP and Statoil have withdrawn from the Contract, and
each such party has assigned its undivided twenty-five percent (25%) interest in and under
the Contract to UMIC; and
F. WHEREAS, the State, represented by the Ministry, and UMIC have agreed
that certain amendments to the Contract hereinafter set forth should be made for the
benefit of the Parties; and
(y G. WHEREAS,by letter dated September 3,1993, UMIC elected to proceed into
the Second Subperiod and has paid the bonus to proceed into the Second Subperiod in
accordance with Section 9.2 of the Contract and has paid the rentals due in accordance with
Section 9.5 of the Contract.
NOW, THEREFORE, in consideration of the premises and the mutual benefits to the
parties hereto, the State and UMIC agree as follows:
1. Words or phrases defined in the Contract and used in this Amendment shall
have the meanings set forth in the Contract unless the context otherwise provides.
2. That portion of Section 6.1(j) of the Contract commencing with the fifth
sentence thereof that begins with the words “After the Effective Date” to the end of said
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Section 6.l(j) shall be deleted, and the following language shall be inserted in the place
thereof:
“On or before January 1 of each calendar year after the date of the First
Amendment To Production Sharing Contract, the Ministry shall establish a program
to train personnel of the Ministry and citizens of The Republic of Equatorial Guinea
to undertake skills and technical jobs in the Petroleum Operations. Within thirty
(30) days after January 1,1994, and within thirty (30) days after each anniversary
thereof so long as this Contract is in effect, Contractor shall paviXotiy^Ministry the
sum of Fifty Thousand United States Dollars (US$^0GG^0).^^e Ministry shall use
such funds for the training conducted by the Ministry; Provided, in the event a
Commercial Discovery has been determined by the Contractor, the sum of money
payable by the Contractor for training under this Section 6. l(j) may be increasetfby
the mutual agreement in writing of the Parties. All payments made by the
Contractor in accordance with this Section 6.1(j) shall be included in Petroleum
Operations Costs.”
3. Paragraph 2(g) of Section 2 of Exhibit “C” (the Accounting Procedure)
attached to the Contract shall be deleted and the following language inserted in the place
thereof:
“(g) The signature bonus payable under Section 9.1 of the Production Sharing
Contract, the bonus in respect of the Second Subperiod payable under
Section 9.2 of the Production Sharing Contract, the production bonuses
payable under Section 9.4 of the Production Sharing Contract and the bonus
payable under Section 9.7 of the Production Sharing Contract.”
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4. The following Section 9.7 shall be inserted in the Contract after Section 9.6:
“9.7- At such time as United Meridian International Corporation (being the sole
party constituting Contractor as of the date of the First Amendment To
Production Sharing Contract) has assigned a portion of its rights and
obligations under this Contract to one or more Persons that are not Affiliates
of United Meridian International Corporation and such assignment or
assignments have been approved in accordance with Section 6.1(f) of this
Contract, Contractor shall pay the State a one-time payment of the sum of
Twenty-five Thousand United States Dollars (US$25,000.00) as a bonus. Such
bonus shall be included as a part of Petroleum Operations Costs.”
5. The following language shall be inserted in Section 4.3(a) after the end of the
first sentence of said Section:
“Provided, such bank guarantee shall not be provided until such time as the
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qVA assignment or assignments by Contractor referred to in Section 9.7 have been
7 approved in accordance with Section 6.1(f).”
6. The Ministry hereby approves the assignments to United Meridian
International Corporation from DuPont, BP and Statoil referred to in Recitation Clause E,
and, as of the date of this Amendment, United Meridian International Corporation owns
and holds all of the right, title and interest under the Contract.
7. In consideration of the premises and of the mutual covenants and agreements
contained in this Amendment, the State, Ministry and Contractor hereby ratify the Contract,
as amended, and hereby confirm that it is in full force and effect as of the date first above
written.
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8. Except as amended by this Amendment, the Contract, as amended, shall
remain in full force and effect as originally written.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment in four
(4) originals in the English and Spanish languages, as of the day and year first above
written.
UNITED MERIDIAN INTERNATIONAL
CORPORATION
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