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 SECOND AMENDMENT TO


PRODUCTION SHARING CONTRACT


BETWEEN


THE REPUBLIC OF EQUATORIAL GUINEA


AND


UNITED MERIDIAN INTERNATIONAL CORPORATION


(AREA A - OFFSHORE NE BIOCO)


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


entered into as of the 1st day of March, 1994, 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 UMC Equatorial Guinea


Corporation, a corporation organized and existing under the laws of the State of Delaware,


U.S.A, (hereinafter referred to as “UMC”), represented for the purposes of this


Amendment by Coy H. Squyres, its Executive Vice President - International.


WITNESSETH:


A. WHEREAS, the State and United Meridian International Corporation


(hereinafter referred to as “UMIC”) entered into that certain Production Sharing Contract


dated the 18th day of August, 1992 (hereinafter referred to as the “Contract”), but having


an Effective Date of September 10, 1992, covering the area described therein which is


referred to as Ar-ea^A-^-Qffshore 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E. WHEREAS, DuPont, BP and Statoil have withdrawn from the Contract, and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, 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; and


G. WHEREAS, that certain First Amendment To Production Sharing Contract


was made and entered into on the 17th day of September, 1993 by and between the State,


represented by the Ministry, and UMIC; and


H. WHEREAS, by that certain Assignment - Area A - Offshore NE Bioco dated


the 15th day of October, 1993, UMIC assigned to UMC an undivided one hundred percent


(100%) interest of the right, title, interest and obligations under the Contract; and


I. WHEREAS, the State, represented by the Ministry, and UMC have agreed


that certain amendments to the Contract, as amended, hereinafter set forth should be made


for the benefit of the Parties.








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NOW, THEREFORE, in consideration of the premises and the mutual benefits to the


parties hereto, the State and UMC agree as follows:


1. Words or phrases defined in the Contract, as amended, and used in this


Amendment shall have the meanings set forth in the Contract, as amended, unless the


context otherwise provides.


2. Section 6.l(j) of the Contract, as amended, shall be deleted, and the following


language shall be inserted in the place thereof:


“(j) make all reasonable efforts to employ and train citizens of The Republic of


Equatorial Guinea in Petroleum Operations. The Contractor may employ


non-citizens if no Equatorial Guinea citizens can be found with’sufficient skill


and technical qualifications to perform a particular task or job. The


Contractor shall make similar requirements of any subcontractor. At intervals


of not more than one (1) Year the Contractor shall submit to the Ministry


reports detailing the personnel employed and their residence when employed.


Commencing with January 1, 1994, the Ministry may require that the


Contractor establish a program to train personnel of the Ministry and citizens


of The Republic of Equatorial Guinea to undertake skilled and technical jobs


in the Petroleum Operations provided that the costs of such required


programs shall not exceed Seventy-Five Thousand United States Dollars (US


$75,000.00) annually. In the event the entire Seventy-Five Thousand United


States Dollars (US $75,000.00) is not expended in a Calendar Year, the sum


not expended shall be carried forward to be expended in the following


Calendar Year or Calendar Years as may be agreed with the Ministry. When


a Commercial Discovery has been determined by the Contractor, the sum of


money to be expended for training may be increased by the mutual agreement


in writing of the Parties. All costs and expenses of training citizens of


Equatorial Guinea for employment in the Contractor’s operations, as well as








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costs and expenses for a program of training for the Ministry’s personnel,


shall be included in Petroleum Operations Costs.”


3. 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.





4. 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.


THE MINISTRY OF MINES AND


HYDROCARBONS OF





















































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