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E. WHEREAS, DuPont, BP and Statoil have withdrawn from the Contract, and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