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 SECOND AMENDMENT TO


PRODUCTION SHARING CONTRACT


BETWEEN


THE REPUBLIC OF EQUATORIAL GUINEA


AND


UNITED MERIDIAN INTERNATIONAL CORPORATION


(AREA B - OFFSHORE NW BIOCO)








This Second Amendment (hereinafter referred to as this “Amendment”) made and


entered into this 17 day of , 1993, by and between The Republic of


Equatorial Guinea (hereinafter deferred 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 an3 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.


WITNESSETH:


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/M I A. WHEREAS, the State and UMIC entered into that certain Production Sharing


Contract dated the 29th day of June, 1992 (hereinafter referred to as the “Contract”), but


having an Effective Date of July 8, 1992, covering the area described therein which is


referred to as Area B - Offshore NW 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, that certain First Amendment To Production Sharing Contract


(hereinafter referred to as the “First Amendment”) was made and entered into the 15th day


of December 1992 by and between the State, represented by the Ministry, UMIC and


DuPont; and


D. WHEREAS, by that certain Assignment (Area B) 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


E. WHEREAS, DuPont, BP and Statoil have withdrawn from the Contract, and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


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F. WHEREAS, the State, represented by the Ministry, and UMIC have agreed


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that certain amendments to the Contract hereinafter set forth should be made for the


benefit of the Parties; and


G. WHEREAS, by letter dated July 6, 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, and by letter dated July 8,1993, the Ministry authorized United


Meridian International Corporation to proceed into the Second Subperiod..


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 6.1(j) shall be deleted, and the following language shall be inserted in the place


thereof:





“Commencing with the date of the Second Amendment To Production Sharing


Contract and on or before January 1 of each calendar year thereafter, 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 the date of the Second


Amendment To Production Sharing Contract, the Contractor shall pay to the


Ministry the sum of Thirty-Three Thousand Eight Hundred Ten and 95/100 United


States Dollars (US$33,810.95) representing the portion of the training budget for


calendar year 1993 in respect of Block B which has not been expended by Contractor


as of said date. 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 pay to the...Ministry the sum of Fifty Thousand United States Dollars


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(US$50y0Q0.Q0). 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


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Section 6.1(j) may be increased by the mutual agreement in writing of the Parties.


All payments made by the Contractor in accordance with this Section 6.l(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











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 payable under Section 9.4 of the Production Sharing Contract, and the bonus


payable under Section 9.7 of the Production Sharing Contract.”





The following Section 9.7 shall be inserted in the Contract after Section 9.6:


At such time as United Meridian International Corporation (being the sole


party constituting Contractor as of the date of the Second 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.”





The following language shall be inserted in Section 4.3(a) after the end of the


first sentence of said Section:


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“Provided, such bank guarantee shall not be provided until such time as the


assignment or assignments by Contractor referred to in Section 9.7 have been


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,








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as amended, and hereby confirm that it is in full force and effect as of the date first above


written.








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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