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E&P COLOMBIAN OIL CONTRACT 2004

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AGENCIA NACIONAL DE HIDROCARBUROS

REPÚBLICA DE COLOMBIA

MODEL OF CONTRACT FOR EXPLORATION AND EXPLOITATION

(Unofficial English Translation. Spanish version is binding)

CONTRACT NAME:

CONTRACTOR:

EFFECTIVE DATE:



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The Contracting parties, of the one part Agencia Nacional de Hidrocarburos hereinafter

ANH, a special administrative unit accountable to the Ministry of Mines and Energy,

created by the Decree 1760 of 26 June 2003, with registered offices in Bogota,

represented by JOSE ARMANDO ZAMORA REYES, of legal age, ID No. 19.303.017

issued in Bogotá, D.C.domiciled in Bogota, who states: 1. That as director of ANH, he

acts on behalf of that Agency, and 2. That he has been authorized by the directors of

ANH to execute this Contract, as evidenced in ……..,

and of the other (Name of the Company), -a- a Colombian Company (or –b-, a

company organized in accordance with the laws of …., with registered offices in …..,

and a branch established in Colombia, and registered offices in Bogota, in accordance

with public deed .…… represented by …….., of legal age, a citizen of …….., ID…….

who states that: 1. As legal representative he acts in representation of the (Name of

the Company) 2. He is fully authorized to execute this Contract, as evidenced in the

Incumbency Certificate issued by the Bogota Chamber of Commerce 3. He states

under oath and that he is not in any way disqualified to enter into this Contract, and 4.

(Name of the Company) has accredited that it has, and undertakes to maintain, the

financial capacity, the technical competence, and the professional skills required to

undertake activities under this Contract. The above company shall be known for all

purposes in this Contract as THE CONTRACTOR.

Note: If THE CONTRACTOR does not have a branch in Colombia at the time of

execution of this Contract, the following text will be included: “As a resolutory condition

of this Contract, THE CONTRACTOR undertakes to establish a branch in Colombia,

with registered offices in Bogota, within sixty Calendar Days of signature”.

ANH and THE CONTRACTOR place it on record that they have entered into the

Contract contained in the following Clauses:

CLAUSE 1- DEFINITIONS

For the purposes of this Contract, the expressions given below carry the meaning

assigned to them here.

Annexes A, B and C form an integral part of this Contract, and therefore every time that

the expressions referred to in this Clause are used in those Annexes, they will carry the

same meanings as are given here.



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1.1 Abandonment: The plugging and abandonment of wells, the dismantling of

constructions, and the cleaning and environmental restoration of areas in which

Exploration, Evaluation or Exploitation Operations had taken place under this Contract,

in accordance with Colombian law.

1.2 Year: The period of twelve consecutive months of the Gregorian calendar, counted

from a specific date.

1.3 Calendar Year: The period of 12 months between 1 January and 31 December,

both included, of each Year.

1.4 Contract Area: The surface and its projections as identified in Clause 3, and

located in Annex A, in which THE CONTRACTOR is authorized by this Contract to

undertake Exploration, Evaluation and Exploitation operations for Hydrocarbons which

are the object of the same.

1.5 Evaluation Area: The portion of the Contract Area in which THE CONTRACTOR

makes a Discovery, and in which he decides to Perform an Evaluation Program in

order to establish commerciality or lack of the same, in accordance with Clause 7. This

area will be demarcated as a regular polygon on the surface, preferably four-sided,

which will comprise the limits of the vertical projection on the surface of the geological

structure which contains the Discovery.

1.6 Exploitation Area: The portion of the Contract Area in which one or more

Commercial Fields are found, as established in Clause 9 (Section 9.3) of this Contract.

The area of the Commercial Fields will comprise the area of the vertical projection on

the surface of the reservoir or reservoirs forming them, and which the Ministry of Mines

and Energy defines in accordance with the Decree 3229 of 11 November 2003, or

regulations which modify or replace it.

1.7 Barrel: The unit of measurement of volume of Liquid Hydrocarbons consisting of

42 US gallons, corrected to standard conditions of 60° Fahrenheit and one atmosphere

of absolute pressure.

1.8 Good Oil Industry Practices: These are good, safe and efficient operations and

procedures, commonly used by prudent and diligent operators in international oil

industry, in similar conditions and circumstances to those arising in the course of

activities under this Contract, principally in matters related to the use of appropriate

methods and processes to obtain the maximum economic benefits in the final recovery

of reserves, reduction of losses, safe operations, and protection of the environment,

amongst others, to the extent that they are not contrary to Colombian law.

1.9 Commercial Field: A portion of the Contract Area, in whose subsurface one or

more reservoirs have been discovered, and which THE CONTRACTOR has decided to

exploit.

1.10 Declaration of Commerciality: This is the written communication from THE

CONTRACTOR to ANH, declaring that the discovery which it has made in the Contract

Area is a Commercial Field.

1.11 Discovery: This is the finding of rock in which there are accumulated

Hydrocarbons, and which acts as an independent unit with regard to production



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mechanisms, petrophysical properties, fluid properties, as evaluated after drilling, or

using some similar means, and taking the related fluid tests.

1.12 Discovery of Non-associated Natural Gas: This is the Discovery whose official

production tests, on the understanding that the text is representative of the reservoir or

reservoirs discovered, indicates a Gas/Oil ratio (GOR) of more than 15,000 standard

cubic feet of gas for one barrel of Liquid Hydrocarbons, and a molar composition of

heptane (C7+) of less than 4%. The gas/oil ratio is understood to be the ratio between

the volume of natural gas in cubic feet per Day, and the volume of Liquid Hydrocarbons

in Barrels per Day produced by a well, and the molar composition of heptanes (C7+)

and other Hydrocarbons of higher molecular weight. The Gas/Oil ratio (GOR) of a

Discovery with several reservoirs will be determined on the basis of the weighted

average production of each reservoir and the molar composition of heptane (C7+) as a

simple arithmetical average.

1.13 Day: A period of 24 hours starting at 00:00 and ending at 24:00.

1.14 Development/Development Operations: Activities and work undertaken by THE

CONTRACTOR including (for example only) drilling, completion and equipping

development wells, the design, construction, installation and maintenance of

equipment, pipe, transfer lines, storage tanks, transport systems, treatment storage

etc. in an Exploitation Area in the Contract Area, and outside it, as necessary.

1.15 Exploration/Exploration Operations: Studies and work executed by THE

CONTRACTOR to determine the existence and location of Hydrocarbons in the

subsurface, including (as examples only) geophysical, geochemical, geological,

cartographic work and in general the activities of surface prospecting, the drilling of

Exploration Wells and other operations directly related to the search for Hydrocarbons

in the subsurface.

1.16 Evaluation/Evaluation Operations: All operations and activities undertaken by

THE CONTRACTOR in an Evaluation Area under Clause 7 below in order to evaluate

the Discovery, demarcate the geometry of the reservoir(s) in the Evaluation Area and

determine, amongst other things, the viability of extracting the Hydrocarbons in

economically exploitable quantities and qualities and the impact of commercial

Exploitation on the environment and social situation. The operations include the drilling

of Exploration Wells, the acquisition of detailed seismic data, the conducting of

production tests and in general; operations designed to determine whether the

Discovery is a Commercial Field and to demarcate it.

1.17 Exploitation: Development and Production.

1.18 Effective Date: The date of signature of this Contract, as of which terms begin to

be counted.

1.19 Natural Gas: The mixture of Hydrocarbons in a gaseous state, composed of the

most volatile members of the paraffin series of Hydrocarbons.

1.20 Hydrocarbons: All the organic compounds comprised mainly of the natural

mixture of carbon and hydrogen and substances that accompany them or are derived

from them.



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1.21 Liquid Hydrocarbons: All Hydrocarbons produced in the Contract Area which at

standard conditions of temperature and pressure (60°F and one atmosphere at

absolute pressure) are in a Liquid state at the wellhead or in the separator, and distilled

and condensed substances extracted from gas.

1.22 Heavy Liquid Hydrocarbons: Liquid Hydrocarbons with an API gravity of less

than 15°.

1.23 Penalty Interest: In pesos, the maximum legal penalty rate certified by the

competent authority; in US dollars, 3-month LIBOR plus 4%.

1.24 Month: The period counted from any Day of a calendar month and ending of the

same Day of the next calendar month; or, if the first Day of a month, from that Day to

the last Day of that same month.

1.25 Parties: At the time of execution of the Contract, ANH and THE CONTRACTOR.

Subsequently and at any time, ANH and THE CONTRACTOR and/or assigned duly

accepted by ANH.

If the Party “THE CONTRACTOR” consists of more than one company, said

companies will appoint one of their number to act as their representative with ANH.

1.26 Exploration Period: The period of 6 Years counting from the Effective Date,

together with any extension granted, during which THE CONTRACTOR shall execute

the Minimum Exploration Program.

1.27 Exploitation Period: With respect to each Exploitation Area, up to 24 Years

together with any extensions granted, counting from the date of Declaration of

commerciality of the related Commercial Field, during which THE CONTRACTOR shall

execute Development and Production Operations.

1.28 Exploitation Plan: A guideline document prepared by THE CONTRACTOR in

accordance with Clauses 9 and 10 below, to implement the technical, efficient and

economic Exploitation of each Exploitation Area and will contain, amongst other things,

the calculation of Hydrocarbons reserves, a description of the Production facilities and

the transport of Hydrocarbons, forecasts for the Production of Hydrocarbons in the

short and medium term, a program for Abandonment and the Exploitation Work

Programs for the rest of the current Calendar Year or the following Calendar Year.

1.29 Exploration Well: A well to be drilled by THE CONTRACTOR in the Contract

Area searching for Hydrocarbons reservoirs in an untested area, to find reservoirs

additional to a Discovery, or to extend the limits of known reservoirs of a known

Discovery.

1.30 Production/Production Operations: All operations and activities undertaken by

THE CONTRACTOR in the Exploitation Area in relation to processes of extraction,

collection, treatment, storage and transport of Hydrocarbons to the Delivery Point,

Abandonment and other operations related to the obtaining of Hydrocarbons.

1.31 Minimum Exploration Program: The Program of Exploration Operations agreed

under Section 6.1 below, which is the minimum that THE CONTRACTOR agrees to

perform in each phase of the Exploration Period.



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1.32 Additional Exploration Program: The Exploration Program that THE

CONTRACTOR undertakes to execute after the end of the Exploration Period as

stipulated in Section 5.5 below.

1.33 Evaluation Program: The Evaluation Operations Plan presented by THE

CONTRACTOR to ANH under Clause 7 below to evaluate a Discovery and determine

whether there is a Commercial Field. Execution of the Evaluation Program and also the

presentation of the final report to the ANH are requirements to declare whether a

Discovery is a commercial Field.

1.34 Work Program: The description of activities and Exploration Activities, Evaluation

Activities or Exploitation Activities in the Contract Area under the terms of this Contract.

The Work Program will include the schedule for THE CONTRACTOR to start and finish

activities, with budgets.

1.35 Delivery Point: The place agreed by the Parties to measure the production of

Hydrocarbons for each Commercial Field in the minimum specifications to enter any

system of transport or refining, in order to determine the volume of Hydrocarbons

subject to royalties and the volume of Hydrocarbons due to THE CONTRACTOR.

CLAUSE 2 – OBJECT

2.1 Object. This Contract grants THE CONTRACTOR the exclusive right to explore the

Contract Area and to exploit Hydrocarbons belonging to the Nation that are discovered

in that area. THE CONTRACTOR will be entitled to the share of the Hydrocarbons

coming from the Contract Area which are due to it under Clause 14 below.

2.2 Scope. THE CONTRACTOR will, in the exercise of this right, perform the activities

and conduct the operations that are the matter of the same at its sole cost and risk,

providing all resources required to project, prepare and perform activities and

Exploration, Evaluation, Development and Production Operations in the Contract Area.

2.3 Exclusion of rights over other natural resources. The rights granted under this

Contract refer exclusively to the Hydrocarbons owned by the Nation discovered in the

Contract Area, and therefore do not extend to any other natural resource that may be

present there.

CLAUSE 3-CONTRACT AREA

3.1 Area. The Contract Area covers a total of approximately ____hectares. It is

described in Annex A, which forms part of this Contract and is located in the municipal

jurisdiction(s) of ___________. The Contract Area will be gradually reduced as

stipulated in this Clause.

3.2 Restrictions. If a portion of the Contract Area extends to areas within the National

Nature Park System or other reserved, restricted or excluded places, geographically

demarcated by the appropriate authority, or if zones with such characteristics are

extended into the Contract Area, THE CONTRACTOR will observe the conditions

imposed on such areas by the competent authorities. ANH assumes no responsibility

in this regard.

If ANH comes to know of a claim for private ownership of Hydrocarbons in the

subsurface of the Contract Area, it will proceed as required by the relevant provisions

of law.



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3.3 Relinquishment of Areas in Exploration, Evaluation and Exploitation. THE

CONTRACTOR will relinquish areas in Exploration, Evaluation and Exploitation in all

cases provided for in this Contract as causes of relinquishment, such as simple

surrender, expiry of terms, events provided for in Section 8.2 or failure to perform the

activities in the related Work Programs or in general any other contractual cause that

obliges THE CONTRACTOR to relinquish the area concerned.

3.4 Voluntary relinquishment. THE CONTRACTOR may at any time effect partial

relinquishments of the Contract Area provided that it has performed the obligations

contracted by virtue of this Contract. If these voluntary relinquishments are effected

during the Exploration Period they will be counted for the purposes of the mandatory

relinquishment of areas.

3.5 Restoration of areas relinquished. THE CONTRACTOR will perform all

Abandonment activities required and restore the areas relinquished as provided for in

Colombian law and this Contract.

3.6 Demarcation of areas relinquished. The areas relinquished by THE

CONTRACTOR will contain the minimum possible number of contiguous rectangular

blocks limited by lines running North-South and East-West, following a grid pattern

similar to that formed by the Instituto Geográfico Agustín Codazzi mapping system.

3.7 Formalization of relinquishment of areas. All relinquishments effected under this

Contract will be formalized in notes of record signed by the Parties.

CLAUSE 4 – DURATION AND PERIODS

4.1 Duration. The duration of the Contract is determined by the following Clauses.

4.2 Exploration Period. The Exploration Period will last for six Years from the

Effective Date and be divided into the phases described below. The first phase

commences on the Effective Date and the following phases on the Calendar Day

immediately following the end of the preceding phase:

Phase 1 lasting __ months

Phase 2 lasting __ months

Phase 3 lasting __ months

Phase 4 lasting __ months

Phase n lasting __ months

4.2.1 Right to resign during Exploration. THE CONTRACTOR may, during any

phase of the Exploration Period, resign the Contract provided that it has satisfied the

requirements of the Minimum Exploration Program of the current phase and other

obligations for its account. In order to do this THE CONTRACTOR will complete the

phase in progress and advise ANH of its decision in writing.

4.2.2 Extension of the Exploration Period. Subject to the terms of Section 5.4 below,

ANH will, at the request of THE CONTRACTOR, extend the phase of the Exploration

Period in progress until the Exploration Wells have been drilled and /or the seismic

program has been completed, plus two months, provided that the following conditions

are satisfied:



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a) The Exploration Operations mentioned have been started at least one month

before the date set for the completion of that phase of the Exploration Period;

b) THE CONTRACTOR has performed its Exploration Operations uninterruptedly;

and

c) That despite the diligence applied in Exploration Operations. THE

CONTRACTOR reasonably believes that the remaining time is insufficient to

complete them before the expiry date of the phase in progress.

When it requests the extension THE CONTRACTOR will deliver to ANH the

documents on which it bases that request and the related guarantee in accordance

with the requirements of Clause 22 below.

4.2.3 Termination of Contract upon expiry of the Exploration Period. If the

Exploration Period expires and there is no Evaluation Area or Exploitation Area in the

Contract Area, THE CONTRACTOR will relinquish all the Contract Area to ANH,

without prejudice to performance of its other obligations.

At all events THE CONTRACTOR is obliged to relinquish all the Contract Area and

show that it has performed its obligations of Abandonment, showing that wells drilled

have been duly plugged and abandoned, that surface constructions have been totally

dismantled and that the work of cleaning and environmental restoration have been

completed in accordance with applicable regulations.

4.3 Exploitation Period. The Exploitation Period is established separately for each

Exploitation Area and therefore all mentions of duration extension or termination of the

Exploitation Period refer to each individual Exploitation Area.

4.3.1 Duration. The Exploitation Area will last for 24 Years counted from the date on

which ANH received the Declaration of Commerciality from THE CONTRACTOR under

Clause 8 below.

4.3.2 Extension. ANH will, at the request of THE CONTRACTOR, extend the

Exploitation Period up to the economic limit of the commercial field, provided that the

following conditions are satisfied:

a) THE CONTRACTOR makes a written request to ANH not more than 4 Years

nor less than 1 Year prior to the expiry of the Exploitation Period for the

Exploitation Area concerned;

b) The Exploitation Area is producing Hydrocarbons regularly at the date of the

request; and

c) THE CONTRACTOR can show that during the 4 Calendar Years prior to the

date of the request it has conducted a drilling program that includes at least one

well per Calendar Year and/or has had an active project for pressure

maintenance or secondary, tertiary or enhanced recovery.

Paragraph: If THE CONTRACTOR does not meet all the conditions or meets (c)

incompletely, ANH may analyze the justifications offered by THE CONTRACTOR and

grant the extension, and it is understood that denial by ANH is not a reason of

disagreement and will not be subject to the procedure established in Clause 27 below.

At all events the extension of the Exploitation Period will be formalized by a

Supplementary Clause to this Contract.



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4.3.3 Voluntary termination of the Exploitation Period. THE CONTRACTOR may at

any time terminate this Contract with respect to any Exploitation Area, and to do so, will

inform ANH of its decision in writing not less than 3 Months in advance without

prejudice to performance of its other obligations.

4.3.4 Effects of termination of the Exploitation Period. If for any reason the

operating rights and obligations cease with regard to an Exploitation Area, THE

CONTRACTOR will leave the production of wells producing at the time in perfect

conditions and leave all constructions and other real property in good condition and

pass them free of charge to ANH with all easements and goods acquired for the

purposes of Exploitation, even if they are outside the Exploitation Area. With regard to

the moveable assets used solely in the service of the Exploitation Area, if termination

occurs before 18 Years of the Exploitation Period have elapsed, THE CONTRACTOR

will offer them to ANH for sale at book value. If within 3 Months from the date of the

offer ANH has not responded affirmatively, THE CONTRACTOR is free to dispose of

them. If termination takes place after the first 18 Years of the Exploitation Period, the

assets will pass to ANH free of charge. ANH will set the criterion with respect to the

productivity of the wells. Any disagreement with regard to the nature and destination of

the assets will be subject to the procedure set forth in Clause 27 below. Likewise, THE

CONTRACTOR will be obliged to assign to ANH or to the entity indicated by ANH, the

Environmental License and the economic resources required to attend to the

obligations of Abandonment. The application of this Clause does not imply that ANH is

to assume THE CONTRACTOR´s employment obligations to its personnel.

CLAUSE 5 – MINIMUM EXPLORATION PROGRAM

5.1 Minimum Exploration Program for each phase. During the Exploration Period

THE CONTRACTOR will implement a Minimum Exploration Program for each phase

as described in Annex B which forms part of this Contract. For performance of the

Minimum Exploration Program obligations, the Exploration Wells proposed by THE

CONTRACTOR will be Exploration Wells for a new field (Type A-3) or Exploration

Wells that form part of an Evaluation Program as described in subsection 7.3.(b) below.

Otherwise, an Exploration Well proposed by THE CONTRACTOR will require prior

acceptance by ANH.

5.2 Programs of Exploration Work. THE CONTRACTOR undertakes to furnish ANH

with the Program for Exploration Work for the phase being started, describing how

obligations will be discharged, not less than 8 calendar Days before each phase of the

Exploration Period begins. For the first phase, THE CONTRACTOR should summit the

Program for Exploration Work during the following 30 days from the Effective Date.

5.3 Modifications to the Minimum Exploration Program.

5.3.1 During the phase in progress. During the first half of any phase of the

Exploration other than the first phase, THE CONTRACTOR may substitute the

acquisition and processing of a seismic program in the Minimum Exploration Program

by the drilling of one or more Exploration Wells or by the acquisition and processing of

a seismic program of a more modern technology, provided that the financial effort of



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the new Minimum Exploration Program is equal to or greater than that originally

proposed for the phase in progress. In that event, THE CONTRACTOR will inform

ANH of the substitution of Exploration Operations proposed, in advance and in writing.

5.3.2 For the following phase: If an Exploration Well proves dry, and THE

CONTRACTOR sees that the prospects for the Contract area do not justify the drilling

of an Exploration Well contained in the Minimum Exploration Program of the following

phase of the Exploration Period, THE CONTRACTOR may substitute the drilling with

seismic acquisition and processing provided that the financial effort is the same or

greater that in the original Minimum Exploration Program for the phase, and THE

CONTRACTOR informs ANH of the substitution proposed in advance and in writing.

5.4 Additional Exploration. THE CONTRACTOR may perform Exploration Operations

in addition to those included in the Minimum Exploration Program or the Subsequent

Exploration Program but such Exploration Operations will not change the term agreed

for the execution of the Minimum Exploration Program or the Subsequent Exploration

Program of the phase in progress or the phases that follow it. In order to exercise this

right THE CONTRACTOR will first inform ANH of the additional Exploration Operations

proposed. If THE CONTRACTOR wishes the Additional Exploration Operations to be

credited to compliance with agreed Exploration commitments for the next phase, if any,

it will request ANH approval for this in writing and ANH has the discretion to accept the

request or deny it. If ANH accepts it ANH will determine how all or part of the additional

Exploration Operations executed will be credited in the next phase of the Exploration

Period.

5.5 Problems in the drilling of Exploration Wells. If, during the drilling of an

Exploration Well for the Minimum Exploration Program or Subsequent Exploration

Program and before reaching the target depth, uncontrollable geological problems

arise such as cavities, abnormal pressures, impenetrable formations, severe loss of

circulation or other technical difficulties which prevent the drilling of the Exploration

Well from continuing despite the efforts of THE CONTRACTOR to continue with drilling

work in accordance with Good Oil Industry Practices, THE CONTRACTOR may

request ANH to treat the obligation to drill as having been discharged with the

presentation of a technical report to give a detailed description of the situation and

efforts made to overcome the problem. The reports must be presented to ANH not

more than 15 calendar Days from the date that the uncontrollable problem arises. If

ANH accepts that THE CONTRACTOR should terminate the drilling operations for the

well in question, THE CONTRACTOR will abandon or complete the well to the depth

drilled and the obligation of the Minimum Exploration Program or Subsequent

Exploration Program for that well will be considered to have been discharged.

CLAUSE 6 – SUBSEQUENT EXPLORATION PROGRAM

6.1 Subsequent Exploration Program. If the Exploration Period ends and provided

that there is at least one Evaluation Area or Exploitation Area, THE CONTRACTOR

may retain 50% of the Contract Area (excluding Exploitation Areas) to implement a

Subsequent Exploration Program in the area retained outside of an Evaluation Area or

Exploitation Area. The following procedure will apply:



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a) Before completing the final phase of the Exploration Period THE CONTRACTOR will

advise ANH in writing that it intends to implement a Subsequent Exploration Program;

b) The notice will describe the Exploration Operations in the Subsequent Exploration

Program which THE CONTRACTOR undertakes to perform, dividing the Program into

two phases of two Years each, the first to count as of the expiry date of the last phase

of the Minimum Exploration Program. Each phase of the Subsequent Exploration

Program will contain at least the same Exploration Operations as were agreed for the

last phase of the Minimum Exploration Program;

c) If the obligations of the first phase of the Subsequent Exploration Program are duly

discharged THE CONTRACTOR may elect not to continue with the second phase and

in exchange must relinquish all the areas retained for that purpose or it may elect to

continue with the second phase, and must relinquish only 50% of those areas

excluding any existing Evaluation Areas and Exploitation Areas. THE CONTRACTOR

will inform ANH in writing of its decision within one month of the end of the first phase.

d) The relinquishment of areas mentioned in this Clause is understood to be without

prejudice to the existing Evaluation Areas and Exploitation Areas.

6.2 When the Subsequent Exploration Program is completed, the Contract Area will be

reduced to the Evaluation Areas and/or Exploitation Areas existing at that time.

CLAUSE 7 – DISCOVERY AND EVALUATION

7.1 Notice of Discovery. At any time within four Months of finishing the drilling of the

Exploration Well whose results indicate that there has been a Discovery, THE

CONTRACTOR will so advise ANH in writing, attaching its technical report with the

results of tests made, the description of geological aspects and the analysis of fluids

and rocks in the form indicated by the Ministry of Mines and Energy or the authority

that takes its place.

Paragraph: if the Discovery is of Non-Associated Natural Gas or Heavy Liquid

Hydrocarbons, THE CONTRACTOR will also deliver calculations and other supporting

information presented to the Ministry of Mines and Energy for classification purposes.

7.2 Presentation of the Evaluation Program. If THE CONTRACTOR considers that

the Discovery has commercial potential it will present and implement an Evaluation

Program for that Discovery as described in this Clause. If the Discovery occurs during

the Exploration Period THE CONTRACTOR will present the Evaluation Program within

six months of finishing the drilling of the discovery well and at all events before the end

of the Exploration Period. If the Discovery is the result of the execution of the

Subsequent Exploration Program, THE CONTRACTOR will present the Evaluation

Program within six months of finishing the drilling of the discovery Exploration Well and

at all events prior to the next relinquishment of areas under Clause 6 above.

7.3 Content of the Evaluation Program. The Evaluation Program will contain at least

the following:

a) A map with the coordinates of the Evaluation Area.

b) Description and objectives of each of the Evaluation Operations and the information

that is to be obtained in order to determine whether the Discovery may be declared to



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be a Commercial Field. THE CONTRACTOR may, as part of the Evaluation Programs

executed during the Exploration Period, credit up to two Exploration Wells

corresponding to the Minimum Exploration Program, provided that the wells are

finished before the expiry date for the Evaluation Program in which they were included

or the phase of the Exploration Period to which the wells correspond, whichever is

closest.

c) The total budget for the Evaluation Program, Year by Year;

d) Total term of the Evaluation Program, up to two Years if the program includes the

drilling of Exploration Wells and up to one Year in all other cases, counting from the

date of presentation to ANH; and should include the time estimate as required for

obtaining the permits to be issued by other authorities.

e) The schedule of Evaluation Operations in the term mentioned in (d);

f) Information about the destination of the Hydrocarbons and other fluids that THE

CONTRACTOR expects to recover as a result of Evaluation Operations.

g) A proposal for a Delivery Point for consideration by ANH.

7.4 Extension of Term of the Evaluation Program. If THE CONTRACTOR decides

to drill Exploration Wells not provided for in the initially presented Evaluation Program,

ANH will extend the term of that Program for up to one Year provided that the following

conditions are satisfied:

a) THE CONTRACTOR has requested the extension from ANH in writing at least two

months in advance of the expiry of the original term;

b) THE CONTRACTOR is executing the Evaluation Operations contained in the

Evaluation Program diligently; and

c) The extension required is justified by the time needed to drill and test one or more

additional Exploration Wells.

THE CONTRACTOR will attach the documents on which its request has been based.

7.5 Changes to the Evaluation Program. At any time during the six months following

presentation of the Evaluation Program to ANH THE CONTRACTOR may introduce

changes, of which it will promptly inform ANH and will adjust the total term of the same

as described in SubSection 7.3(d) above, but will not change the starting date given.

7.6 Results of the Evaluation Program. THE CONTRACTOR will furnish ANH with a

full report of the results of the Evaluation Program within three months of completing

the same. The report will contain at least a geological description of the Discovery and

structural features, the physical properties of the rocks and fluids present on the

reservoirs associated with the Discovery; the pressure, volume and temperature

analysis of the fluids in the reservoirs, production capacity (per well and for the whole

Discovery); and an estimate of the recoverable reserves of Hydrocarbons there.

Paragraph: If the Discovery is of Non-Associated Natural gas or a Heavy Liquid

Hydrocarbons, and at any time during the second half of the Evaluation Program, there

being time remaining, THE CONTRACTOR may request ANH to extend the Evaluation

for up to two additional Years in order to conduct feasibility studies for the construction

of infrastructure, production methods and/or the development of markets. In such

cases the request will include the information related to the feasibility studies that THE



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CONTRACTOR considers necessary in the Evaluation program. When the term of the

extension expires THE CONTRACTOR will deliver its conclusions and

recommendations of the feasibility studies to ANH.

7.7 This Clause will only apply to Exploration Wells drilled by THE CONTRACTOR and

making a Discovery outside the areas classed as Evaluation Areas or Exploitation

Areas. Therefore when the new volumes of Hydrocarbons found become part of an

existing Evaluation Area or Exploitation Area, there will be no Evaluation Period.

CLAUSE 8 – DECLARATION OF COMMERCIALITY

8.1 Notice. Within three months following the expiry of the term stipulated for the

execution of the Evaluation Program, or upon expiry of the term agreed under Section

7.6 above, if applicable, THE CONTRACTOR will deliver to ANH a written declaration

which will state clearly and precisely its unconditional decision to exploit the Discovery,

or not to do so. If the decision is positive, the Discovery will be treated as a Commercial

Field as of the time of that declaration.

8.2 Surrender of rights if the decision is negative. If THE CONTRACTOR does not

deliver the declaration to ANH within the time allowed it will be understood that THE

CONTRACTOR has concluded that the Discovery is not a Commercial Field. If the

declaration is negative, or there is no declaration, THE CONTRACTOR accepts that no

rights have been generated in its favor and therefore it waives any claim of rights over

the Discovery.

CLAUSE 9 – EXPLOITATION PLAN

9.1 Presentation and Content. Within three months of the presentation of the

Declaration of Commerciality under Clause 8, THE CONTRACTOR will deliver the

Exploitation Plan to ANH, containing at least the following elements:

a) Map with coordinates of the Exploitation Area.

b) Calculation of Hydrocarbons reserves and accumulated production of Hydrocarbons,

for each type of Hydrocarbons.

c) General scheme of development of the Commercial Field, to include a description of

the plan for drilling development wells, methods of extraction, facilities and treatment of

fluids extracted before the Delivery Point.

d) Annual production forecast for Hydrocarbons, with sensitivities, using the optimum

production rate that will allow the maximum economic recovery of reserves.

e) Identification of critical factors for the execution of the Exploitation Plan such as

environmental, social, economic, logistical etc. factors and options to deal with them.

f) A proposed Delivery Point for ANH to consider.

g) A proposed basket of up to three crudes of a similar quality for calculation of the Fee

for High Prices described in Clause 16 below.

h) A program for Abandonment for the purposes of Clause 30.

9.2. Acceptance of the Exploitation Plan. ANH will not accept the Exploitation Plan

until it has received the above information. If it has not received all the information

within 15 calendar Days following presentation it may demand the missing information

and THE CONTRACTOR will have 30 calendar Days from the receipt of the demand

to deliver it. If ANH makes no pronouncement within 15 calendar Days of presentation



E&P COLOMBIAN OIL CONTRACT 2004

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of the Exploitation Plan by THE CONTRACTOR, it will be understood that the Plan is

accepted. If THE CONTRACTOR does not deliver the Exploitation Plan on the date

given in Section 9.2 or if ANH has not received the missing documentation within the

30 Days mentioned in this Section, this will be a breach giving rise to the application of

Clause 28.

9.3 Exploitation Area. The Exploitation Area will be demarcated as a regular polygon,

four-sided, which will comprise the Commercial Field of the portion of it within the

Contract Area, plus a margin around the Commercial Field of not more than one

kilometer provided that the Contract Area so permits. Since the area of the Commercial

Field in the Contract Area may vary, the Exploitation Area will remain unalterable

except as allowed in Section 9.4 below.

9.4 Enlargement of the Exploitation Area. During the Exploitation Period in an

Exploitation Area, if THE CONTRACTOR determines that a Commercial Field extends

beyond the Exploitation Area but within the valid Contract Area, it may ask ANH to

enlarge the Exploitation Area, attaching supporting documentation to its request. If

ANH is satisfied with the request it will enlarge the Exploitation Area but it is

understood that if the enlargement overlaps another Exploitation Area, the duration of

the Exploitation Period to be applied to the new global Exploitation Area will be that

whose commerciality was declared first.

Paragraph: If the Exploitation Area requested by THE CONTRACTOR under Section

9.4 extends beyond the bounds of the Contract Area, ANH will enlarge the Contract

Area giving the enlargement requested the Contractual status of an Evaluation Area,

unless the area in question offers one of the following situations:

a) There are rights granted to another person for activities which are the same or

similar to those of this Contract;

b) ANH is negotiating or has opened a contest for rights over it;

c) A competent authority has ordered restrictions, which impede the activities object of

the Contract.

9.5 Updating of the Exploitation Plan. THE CONTRACTOR will adjust the

Exploitation Plan annually and present it in February of each calendar Year subject to

the procedure described in Section 9.2 above, for each of the Exploitation Areas

established under the Contract. If the actual production for the preceding Calendar

Year is a 15% different from the annual production forecast indicated in the Exploitation

Plan for any Exploitation Area, THE CONTRACTOR will provide appropriate

explanations.

CLAUSE 10 – EXPLOITATION WORK PROGRAM

10.1 Preparation and Presentation. If the presentation of the Exploitation Plan

referred to in Clause 9 takes place more than six months before the end of a Calendar

Year THE CONTRACTOR will present the first Exploitation Work Program for the rest

of that calendar Year. The Plan will then subsequently be presented Year by Year for

the remaining Years, each November.

10.2 Content of the Exploitation Work Program. The Exploitation Work program for

each Exploitation Area will contain at least the following:



E&P COLOMBIAN OIL CONTRACT 2004

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a) A detailed description of the Development Operations and Production Operations

which THE CONTRACTOR expects to execute during the Year with a schedule

detailed by project and Calendar Quarter, also including the time allowed for obtaining

authorizations and permits from the competent authorities.

b) A forecast of monthly production in the Exploitation Area for each Calendar Year;

c) An estimate of costs (investments plus expenses) for the four following Calendar

Years or through to the end of the Production Period if less than 4 Years;

d) The terms and conditions for the development of the community programs in the

areas of influence of the Exploitation Area in question.

10.3 Execution and Adjustments. Development Operations and Production

Operations in the Exploitation Work program mentioned in (a) above are mandatory.

THE CONTRACTOR will start those Exploitation Operations in accordance with the

schedule submitted. During the execution of the Exploitation Work Program THE

CONTRACTOR may make adjustments to the program for the current Calendar Year

provided that they do not reduce production by more than 15% of the initial forecast.

Adjustments may not be made more often than three monthly, except for emergency

situations. THE CONTRACTOR will give advance written notice of any adjustment to

the Exploitation Work Program.

CLAUSE 11 – MANAGEMENT OF OPERATIONS

11.1 Autonomy. THE CONTRACTOR will have control of all operations and activities

considered necessary for a technically valid, efficient and economical Exploration of the

Contract Area and Evaluation and Exploitation of Hydrocarbons found there. THE

CONTRACTOR will plan, prepare, effect and control all activities with its own means

and with technical and management autonomy as defined in Colombian legislation and

observing Good Oil Industry Practices. THE CONTRACTOR will perform all activities

directly or through subcontractors.

11.2 Responsibilities. THE CONTRACTOR will conduct all operations under this

Contract diligently, responsibly, efficiently and with appropriate technical and economic

criteria. It will ensure that all subcontractors observe the terms of this Contract and

Colombian law. THE CONTRACTOR will be solely liable for any damages caused

through operations and activities derived from this Contract including those caused by

subcontractors, but it is understood that at no time shall it be responsible for errors of

judgment or damages and losses which are not the result of gross negligence or

deceit. If the Contract subcontracts the work and services subcontracted will be

executed in its name and therefore THE CONTRACTOR will remain directly

responsible for all obligations in the subcontract and derived from the same, and is not

relieved by the existence of the subcontracts. ANH assumes no direct or several

responsibility for this matter.

11.3 Obtaining permits. THE CONTRACTOR undertakes to obtain, for its own

account and risk, all licenses, authorizations, permits and other rights required by law

and necessary for the operations to be executed under this Contract.

11.4. Damage to Assets. All costs and expenses required to replace or repair damage

to or loss of assets and equipment due to fire, flood, storm, accidents or other similar



E&P COLOMBIAN OIL CONTRACT 2004

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events will be a risk of THE CONTRACTOR and THE CONTRACTOR will inform ANH

of losses or damage suffered as soon as possible after the event.

12. ROYALTIES

12.1 Collection. THE CONTRACTOR will make available to ANH the percentage of

Hydrocarbons production established in the law as royalties in cash or in kind, as

ordered by the competent authority.

12.2 Payment of shares. ANH will pay the entities indicated in the law their share of

the royalty and THE CONTRACTOR will in no event be responsible for payment to any

of those entities.

12.3 Collection in kind. If the royalty is collected in kind, THE CONTRACTOR will

deliver the appropriate volume of Hydrocarbons and the Parties will agree on a

procedure to program deliveries and other elements required. At all events, ANH has

one Month to withdraw that volume. If this term has expired and ANH has not

withdrawn the royalty volume, THE CONTRACTOR undertakes to store the

Hydrocarbons for three consecutive months and ANH will pay it a monthly storage fee,

which will be agreed by the Parties in each case. At the end of that time THE

CONTRACTOR may sell the Hydrocarbons as provided in Section 12.4 below.

Paragraph: If storage is not available, THE CONTRACTOR will produce the field and

take the royalties volume, accrediting ANH, for a later submission, this royalty volume

that the ANH had the right to receive bud it did not.

12.4 Sale of royalty volumes. If ANH considers it convenient and provided that

regulations so permit, THE CONTRACTOR will sell the royalty Hydrocarbons and

deliver the cash proceeds of sale to ANH. For this purpose the Parties will agree on

the details of the sale but THE CONTRACTOR will at all events make best efforts to

sell that production at the highest price available in the market. ANH will pay THE

CONTRACTOR the direct cost and a reasonable selling margin.

12.5 Collection in cash. If THE CONTRACTOR is required to pay the royalty in cash,

it will deliver the sums payable to ANH within the time allowed by the competent

authority. If payment is made late, THE CONTRACTOR will pay ANH the principal

amount together with penalty interest and any expenses incurred in securing payment.

CLAUSE 13 – METERING

13.1 Metering. THE CONTRACTOR will effect metering, sampling and quality control

of the Hydrocarbons produced and will keep the equipment or instruments used for

metering calibrated in accordance with standards and methods accepted by Good Oil

Industry Practice, and law and regulations in force, making such analyses may need to

be made, and effect corrections as relevant to the Liquidation of the net volumes of

Hydrocarbons received and delivered in standard conditions. THE CONTRACTOR will

adopt all measures necessary to preserve the integrity, reliability, and safety of the

installations and the equipment or instruments used for metering. Also, it will maintain

regular calibration records of such equipment and instruments and of daily

measurements of production and consumption of Hydrocarbons and fluids in the

Commercial Field for ANH or the competent authorities to review. ANH will be entitled



E&P COLOMBIAN OIL CONTRACT 2004

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to inspect the metering equipment installed by the Contract, and all the units used for

measurement in general.

13.2 Common Installations. When two or more production fields use the same

development installations, they must include a metering system, which allows

determination of the production coming from each of those fields.

CLAUSE 14-AVAILABILITY OF PRODUCTION

14.1 Determination of volumes.

THE CONTRACTOR will transport the

Hydrocarbons produced, except those which had been used for the benefit of

operations and this Contract, and those that are inevitably lost in these functions, to the

Delivery Point. The Hydrocarbons will be measured in accordance with the procedure

described in Section 13.1 above, and based on that measurement, the volume of

royalties referred to in Clause 12 will be established, and the remaining Hydrocarbons

will be the property of THE CONTRACTOR.

14.2 Availability. As of the Delivery Point, and without prejudice to the provisions of

law which regulate this matter, THE CONTRACTOR will be free to sell the

Hydrocarbons in Colombia or export them, or to dispose of them in any other manner.

CLAUSE 15-NATURAL GAS

15.1 Use. THE CONTRACTOR will avoid wasting natural gas extracted from a field, as

provided for in law and regulation on the matter, and before the Delivery Point

concerned, it may use that gas as fuel for operations, as a source of energy for

maximum final recovery of Hydrocarbon reserves, or confining it in the reservoirs, in

order to use it for these purposes during the life of the Contract.

15.2 The use of associated natural gas. If THE CONTRACTOR discovers one or

more Commercial Fields with associated natural gas, it will, within the next three Years

after starting Exploitation of the Commercial Field, present ANH with a project for the

use of the associated natural gas. If THE CONTRACTOR fails to perform this

obligation, ANH may dispose of the associated natural gas coming from those fields,

free of charge, subject to the provisions of law in force.

CLAUSE 16-CONTRACTUAL ECONOMIC RIGHTS OF ANH.

16.1 Fee for the use of the subsurface. THE CONTRACTOR will pay ANH the

following fees for the use of the subsurface:

16.1.1 Areas in Exploration. As of the second phase of the Exploration, and for each

other phase, THE CONTRACTOR will pay ANH a fee denominated in dollars, which

will be the result of multiplying the number of hectares and fraction of a hectare of the

Contract Area, excluding Exploitation Areas, by the amount in US Dollars presented in

the following table. Payment will be made in the month following the start of the phase

concerned.

Value per phase in US$ / Hectare

For the first 100.000

Has.



For each additional

Hectare.



Duration of the Phase



≤12

months



> 12

months



≤12

months



> 12

months



In polygons A y B



0.75



1.0



1.0



1.5



Outside from Polygons



0.5



0.75



0.75



1.0



Size of urea 



Areas Offshore



0.25



E&P COLOMBIAN OIL CONTRACT 2004

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16.1.2 Evaluation and Exploitation areas. THE CONTRACTOR will pay ANH a fee in

an amount denominated in dollars, which results from multiplying the production of

Hydrocarbons corresponding to the Contract to and a Clause 14 by US$0.10 for each

barrel of Liquid Hydrocarbons. This amount will increase according to I(n-2) defined in

clause 16.2. For natural gas, this amount will be US$0.01 per 1000 cubic feet. This

payment will be made half-Yearly in arrears, in the first month of the next half-Year.

16.2 Fee for High Prices.

For Liquid Hydrocarbons: When the accumulated production from the Exploitation

area, including the royalty volume, exceeds 5 million Barrels of Liquid Hydrocarbons,

and if the price of the marker crude West Texas Intermediate (WTI) exceeds the base

price Po, THE CONTRACTOR will pay ANH an amount denominated in US dollars,

payable by calendar month in arrears, within 30 calendar Days following each due

date.

For Natural Gas: five (5) years after a field started exploitation, according to the

approval minute issued by the authority, and if the price of the marker Natural Gas

“U.S. Gulf Coast Henry Hub” exceeds the base price Po, THE CONTRACTOR will pay

ANH an amount denominated in US dollars, payable by calendar month in arrears,

within 30 calendar Days following each due date.

The amount due for this fee for each Exploitation Area will be the result of applying the

following formula:

Due to ANH



=



[Value of Hydrocarbons

At Delivery point]

X



[Contractor´s

volume of

X

Hydrocarbons]







[P-Po

P



The A Factor



] x 30%







Where:

Value of Liquid Hydrocarbons at the Delivery Point

For Liquid Hydrocarbons

For the purpose of this formula, it will be the reference price for the

corresponding calendar Month expressed in US dollars per barrel, from a

basket of a maximum of three oil crudes of a similar quality to that coming from

the Exploitation Area, presented by THE CONTRACTOR in the Exploitation

Plan agreed with ANH, and adjusted for the Delivery Point by a pre-agreed

margin.

If, having applied the procedure for the determination of the value of the Liquid

Hydrocarbons in accordance with preceding paragraph, differences arise in

shortages or overages in the reference price of the basket and real sale price at

the Delivery Point by more than 3%, the Party which considers that it is affected

may request a review of the basket or of the margin of adjustment. For the

purposes of this process, the real sale price of Liquid Hydrocarbons produced in

the Exploitation area for the corresponding calendar month will be a weighted

average of the sale prices agreed by THE CONTRACTOR with buyers who are



E&P COLOMBIAN OIL CONTRACT 2004

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not related parties and have no other kind of corporate relationship, and where

at all events the transactions are conducted in a framework of normal

commercial practice, deducting the cost of transport and handling between the

Delivery Point and the reference sale point in accordance with tariffs provided

by the Ministry of Mines and Energy.

When THE CONTRACTOR sells the Hydrocarbons for refining for internal

supply, the terms of Section 16.6 will apply.

For Natural Gas

For the purpose of this formula, it will be the real selling price of the Natural Gas

for the corresponding calendar Month expressed in US dollars per million of

British Thermal Units (US$/MMBTU) agreed by THE CONTRACTOR with

buyers, excluding transportation & processing costs between the Delivery Point

and the real selling point. At any moment, ANH will require supporting

documentation to verify real selling prices of the Natural Gas.

Volume of Hydrocarbons of THE CONTRACTOR.

This is the volume of Hydrocarbons expressed in Barrels for Liquid

Hydrocarbons and in British Thermal Units (BTU) for Natural Gas, which

correspond to THE CONTRACTOR according to Clause 14, in a given calendar

Month.

P:

For Liquid Hydrocarbons, is the average price per Barrel of the market crude

West Texas Intermediate (WTI), in US dollars per Barrel (US$/Bl), and for

Natural Gas is the average price of the marker “U.S. Gulf Coast Henry Hub” in

US dollars per million of British Thermal Units (US$/MMBTU). This average

prices are for the relevant calendar Month, whose specifications and locations

are published in media of international repute.

Po

For Liquid Hydrocarbons, is the base price per Barrel of the market crude, in US

dollars per Barrel (US$/Bl), and for Natural Gas is the average price in US

dollars per million of British Thermal Units (US$/MMBTU), indicated in the

following table:

API OF LIQUID HYDROCARBONS PRODUCED

>15 & <=22

>22 &<=29

>29

PRODUCED EXPORTED NATURAL GAS



Po (US$/Bbl)

28

27

26

Po (US$/MMBTU)

6



For heavy Liquid Hydrocarbons with an API above of ten degrees (10o), Po will

be forty US$ dollars per barrel (40 USD$/Bl) and for heavy Liquid Hydrocarbons



E&P COLOMBIAN OIL CONTRACT 2004

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with an API equal or below to ten degrees (10o) THE CONTRACTOR will pay

nothing to ANH for high prices scenarios. For Natural Gas to the internal

Colombian consume, in case of its price will be regulated by Comisión de

Regulación de Energía y Gas –CREG – or another similar organism, THE

CONTRACTOR will pay nothing to ANH for high prices scenarios; otherwise,

the parties will agree a natural Gas marker and Po value, signing the

agreement.

This base price will be adjusted annually as of the first of January 2006,

applying the following formula:

Po = Po(n-1) x (1+I(n-2))

where

Po(n-1) is the value of Po for the preceding calendar Year

In-2)

is the annual variation expressed as a fraction of the US-CPI during the

Calendar Year, two Years before that for which the calculation is made,

as published by the US Department of Labor.

The calculation mentioned above will be made in December of each Year.

Paragraph: if the price of the marker crude West Texas Intermediate (P) or of the

Natural Gas Marker “US Gulf Coast Henry Hub” lose recognition as international

marker prices, ANH will select a new marker crude or Natural gas marker, and will

modify the table based on the new index, maintaining equivalencies with the Po values

for the marker crude West Texas Intermediate or for the Natural Gas marker “US Gulf

Coast Henry Hub”.

Not less than three months in advance, ANH may request Contractor in writing to pay

the fee to ANH in kind for a period of not less than six months. THE CONTRACTOR

will accede to this request provided that it does not effect affect its commercial

commitments. The volume corresponding to ANH will be that which results from

calculating the “A” factor.

16.3 Production Tests. The Liquid Hydrocarbons obtained as a result of the

production tests conducted by THE CONTRACTOR will also pay the fee mentioned in

the preceding Sections, provided the conditions of Section 16.2 are satisfied. Natural

Gas obtained in Production Tests conducted by THE CONTRACTOR will not pay the

fees for high prices.

16.4 Participation in production during the extension of the Exploitation period.

In all cases of extension of the Exploitation Period in an Exploitation Area, THE

CONTRACTOR will recognize and pay ANH as a production participation, a sum

equivalent of 10% of the production of light Liquid Hydrocarbons and the Delivery

Point, or 5% of non-associated natural gas or Heavy Liquid Hydrocarbons obtained by

THE CONTRACTOR as of the expiry date of the initial duration of the Exploitation

Period, valued at the Delivery Point after deducting the royalty percentage. The fees

mentioned in Sections 16.1.2 and 16.2 will not be accrued on this participation. During



E&P COLOMBIAN OIL CONTRACT 2004

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the extension to the Exploitation Period, fees for the use of the subsurface and for high

prices from subsections 16.1.2 and 16.2, respectively, will apply only on the volume of

THE CONTRATIST, excluding the production participation mentioned in this 16.5

subsection.

16.5 Prices for internal supply. If THE CONTRACTOR sells its crude to attend to

refining needs for internal supply, the prices will be calculated in the manner

established in Resolution 18-1709 of 23 December 2003 of the Ministry of Mines and

Energy, or any of provision of law regulation, which amends or replaces it.

CLAUSE 17-UNIFICATION

When an economically viable reservoir extends continuously to one or more areas

outside the Contract area, THE CONTRACTOR, under agreement with ANH and the

interested parties, will, subject to prior approval the competent authority, implement of

cooperative plan for unified Exploitation, subject to the provisions of Colombian law.

CLAUSE 18 - OWNERSHIP OF ASSETS

18.1 Ownership. In furtherance of the terms of Subsection 4.3.4, the installations,

assets, materials and equipment owned by THE CONTRACTOR and used for

Exploitation Operations will pass free of charge to the ownership of ANH when the

Contract area is relinquished, or upon termination of this Contract, when either event

takes place after the first 18 Years of the Exploitation, even if those assets are outside

the Contract Area.

18.2 THE CONTRACTOR will transfer to ANH - free of charge, upon relinquishing the

area or upon termination of the Contract, when either event occurs in the first 18 Years

of the Exploitation Period - all rights derived from Contracts under the project financing

such as leasing, build-operate-transfer, build-operate-maintain-transfer, build-ownoperate-transfer, and modernize-operate-transfer, and similar, which upon termination

establish the obligation to transfer ownership of the assets, equipment and installations

to THE CONTRACTOR, when those Contracts have been entered into for the

Exploitation Period of the respective area. In all cases, when those contracts were

signed lasting more than the Exploitation Period, it is necessary an authorization by

ANH.

18.3 Inventories. THE CONTRACTOR will take physical inventories of the equipment

and assets attached to Exploitation Operations, at reasonable intervals, at least every

three calendar Years, classifying them, as the case may be, as being the property of

THE CONTRACTOR or of third parties. ANH will be entitled to be represented when

such inventory is taken. For this purpose, THE CONTRACTOR will advise ANH not

less than 15 Calendar Days in advance.

18.4 Sale of assets. THE CONTRACTOR may sell the assets or equipment not

essential for maintaining existing Exploitation conditions. Nonetheless, after 18 Years

of the Exploitation, for each Exploitation area, or when 80% of the proven reserves had

been produced, whichever shall occur first, THE CONTRACTOR will require the prior

approval of ANH to make such sales.



E&P COLOMBIAN OIL CONTRACT 2004

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CLAUSE 19-SUPPLY OF INFORMATION AND CONFIDENTIALITY.

19.1 Technical information. THE CONTRATIST will keep ANH promptly and

constantly informed on the progress and results of operations. Therefore, in addition to

documents required in the course of this Contract, THE CONTRACTOR will deliver to

ANH, as and when obtained, and before the expiry date of each of the phases of the

Exploration Period, and by calendar Year during the Exploration Period, all the

information of a scientific, technical and environmental nature, obtained during

performance of this Contract. This information on Exploration and Exploitation will be

delivered to ANH in accordance with the Manual for the Supply of Exploration and

Exploitation Information.

19.2 Confidentiality Of Information. The Parties agree that all data and information

produced, obtained or developed as a result of the operations and this Contract are

considered to be strictly confidential for five (5) calendar Years afterwards, counted

from the end of the calendar Year in which they are produced, obtained or developed,

or until termination of Contract or at the moment of partial relinquishment of areas for

the acquired information in those areas, whichever shall first occur. For interpretation

of data coming from the operations executed under this contract, the confidentiality

term will be twenty (20) years, counted from the date to deliver it to ANH or until

termination of Contract or at the moment of partial relinquishment of areas for the

acquired information in those areas, whichever shall first occur. This stipulation does

not apply to data or information which the Parties should supply in accordance with

provisions of law or regulations in force, nor those required by affiliates, consultants,

contractors, auditors, legal advisers, financial institutions and competent authorities

with jurisdiction over the Parties or their affiliates, and or due to the rules of any stock

exchange on which the shares of THE CONTRACTOR or its related parties are listed;

however, the delivery of information must be communicated to the other Party.

Restrictions on the disclosure of information will not impede THE CONTRACTOR from

supplying data or information to companies interested in the possible assignment of

rights in relation to the Contract Area, provided that such companies sign a related

confidentiality agreement, and agree to comply with the terms of this Clause. ANH

undertakes not to deliver to third parties any information or data obtained as a result of

THE CONTRACTOR's operations, except as necessary to comply with some provision

of law applicable to ANH, or the normal course of its functions. For the rest of the

cases, ANH will require a previous authorization by THE CONTRATIST.

19.3 Ownership Of Information. If the period of confidentiality in the preceding

Clause expires, it is understood that THE CONTRACTOR transfers all rights of data

and interpretations to ANH. From that time onwards, ANH may dispose of the

information freely.

19.4 Information meetings. ANH may call THE CONTRACTOR to hold an information

meeting at any time during the life of this Contract.

19.5 Half-Yearly executive report. In addition to the information referred to in other

Clauses of this Contract, the Manual for the Supply of Information, and the

requirements of Colombian legislation, THE CONTRACTOR will deliver to ANH basic



E&P COLOMBIAN OIL CONTRACT 2004

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and summary information on matters such as productivity, reserves, and production

and forecasts, Exploration Operations, Evaluation Operations, Exploitation Operations

executed and projected for the following calendar Year, personnel, industrial safety,

environment and communities, national content in hiring and procurement, etc. The

report for the second half-Year is the annual operations report, and the Program for

execution in the following calendar Year. This report will be delivered within 60

calendar Days following the end of each calendar half-Year.

CLAUSE 20-INSPECTION AND FOLLOW UP

20.1 Visits to the Contract Area. During the life of this Contract, ANH may at its own

risk and any time, and using procedures considered appropriate, visit the Contract Area

to inspect it and to follow up the activities of THE CONTRACTOR and subcontractors,

directly related to this Contract, and to ensure that this Contract is being performed. At

the same time, it may check the accuracy of information received. If the inspector

detects failures or irregularities on the part of THE CONTRACTOR, he may make

observations which THE CONTRACTOR will reply to writing, within the time given by

ANH.

THE CONTRACTOR will, at its own cost, place at the disposal of ANH representative

such facilities of transport, accommodation, meals and facilities on the same conditions

as those provided for its own personnel.

20.2 Delegation. ANH may delegate inspection and follow-up operations in the

Contract Area in order to ensure that THE CONTRACTOR is performing obligations

contracted under the terms of this contract and Colombian law. The absence of

activities of inspection and follow-up by ANH in no way relieves THE CONTRACTOR

from complying with Contract obligations by virtue of this Contract, and does not imply

any reduction in the same.

CLAUSE 21 - INSURANCE

21.1 Insurance. THE CONTRACTOR will take all insurances required by Colombian

law and any other normal insurance expected in Good Oil Industry Practices. At the

same time, it will require each [sub]contractor performed anywhere in the Contract

area, to take or maintain the insurances which it considers necessary. The costs

incurred by the taking and maintenance of these insurances are for the account and

responsibility of THE CONTRACTOR.

21.2 Employment liability insurance. THE CONTRACTOR will establish an

insurance policy to guarantee payment of salaries, benefits and indemnities and other

employment liabilities which might arise from court orders derived from claims made by

employees contracted by THE CONTRACTOR, as the sole and true employer of the

same. The validity of the policy will be not less than three Years from the date of

termination of this Contract, and the sum insured the equivalent of 10% of THE

CONTRACTOR's payroll for employees assigned to the performance of this Contract

during the Year prior to termination.

CLAUSE 22-GUARANTEES

22.1 Object Of The Guarantees. THE CONTRACTOR will issue in favor of ANH, in

the form, and on the terms and conditions provided for in this Contract, guarantees to



E&P COLOMBIAN OIL CONTRACT 2004

Page 23



secure the performance and correct execution of all obligations of each phase of the

Exploration Period, and of the subsequent Exploration Program if any, and activities

inherent in such obligations. In no case will this guarantee have the nature of a penalty

clause.

22.2 Form of Guarantees. THE CONTRACTOR will, at its own expense, establish one

or more standby letters of credit, which shall be unconditional and irrevocable, payable

at sight and opened with a bank or financial institution established in Colombia or other

instrument or organism accepted by ANH.

22.3 Delivery of Guarantees. THE CONTRACTOR will deliver guarantees mentioned

in this Clause to ANH, in accordance with the essential terms of forms contained in

Annex C of this Contract, not less than eight calendar Days prior to the start of each

phase of the Exploration Period, or of the subsequent Exploration Program if any. If for

reasons alien to the wishes of THE CONTRACTOR, duly justified, THE

CONTRACTOR is unable to deliver the guarantees to ANH in the time permitted here,

ANH may extend the delivery date at the request of THE CONTRACTOR. If THE

CONTRACTOR fails to deliver guarantees within the terms permitted will be a cause of

breach of Contract.

22.4 Amount of Guarantees. THE CONTRACTOR will deliver the guarantees

corresponding to each phase of the Exploration Period or the Subsequent Exploration

Program, as the case may be, for 10% of the budget value of the phase of the

Minimum Exploration Program or the subsequent Exploration Program as the case

may be, denominated in dollars. The amount of guarantee for each phase may not be

less than US$100,000. The amount of guarantee for each phase may not be higher

than US$3,000,000.

22.5. Validity of guarantees. Each and every guarantee must be valid for the term of

the phase whose obligations are being guaranteed, plus three (3) months more. In a

case of extensions, guarantees must also be extended or replaced by others of the

same value, with a minimum period of the time of the extension plus three (3) months

more.

22.6 Rejection Of Guarantees. ANH will reject guarantees provided by THE

CONTRACTOR if they fail to comply with the requirements of this Clause. ANH will

have one Month from the time of receipt and mentioned in Section 22.3, to advise THE

CONTRACTOR of rejection, and to return the guarantee presented. Should this occur,

guarantees rejected will be understood not to have been delivered for the purposes of

Section 22.3.

22.7 Calls on Guarantees. ANH will call on guarantees if THE CONTRACTOR is in

breach of all or part of any of the obligations guaranteed, without prejudice to the

performance of obligations contracted. The payment of standby letters of credit does

not relieve THE CONTRACTOR of its obligation to pay indemnities for damages

caused by its beach. ANH reserves the right to resort to mechanisms for the solution

of disputes when the value of the guarantee is not sufficient to cover the amount of

indemnities.



E&P COLOMBIAN OIL CONTRACT 2004

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CLAUSE 23 - SUBCONTRACTORS, PERSONNEL AND TECHNOLOGY TRANSFER

23.1 Subcontractors. In order to conduct operations under this contract, THE

CONTRACTOR may, observing the terms of Colombian law, enter into contracts for its

own account and risk, to obtain goods and services in Colombia or abroad. THE

CONTRACTOR will include stipulations in its contracts, which bind subcontractors to

the observance of Colombian legislation, and the terms of this contract.

23.2 List of Contracts and Subcontractors. THE CONTRACTOR will keep an

updated list of contracts for work, services and suppliers, and will place it at the

disposal of ANH upon request. The list will specify at least the name of the supplier,

contractor or subcontractor, the object of the contract, its value, and its duration.

23.3 National Procurement. THE CONTRACTOR will give preference to national

bidders for the supply of goods and services, on equality of conditions, being

competitive in quality, delivery and price.

23.4 Personnel. For all legal purposes, THE CONTRACTOR acts as sole employer of

the employees which it contracts for activities undertaken in this Contract, and

therefore, will be responsible for employment obligations arising from employment

relations or contracts, such as payment of salaries and social benefits, payroll taxes,

affiliation and payment of pension contributions, health and occupational risks to the

social security system, as required by law. THE CONTRACTOR will train Colombian

personnel appropriately and diligently, to find personnel that contractor considers

necessary for operations under this contract. At all events, THE CONTRACTOR will

comply with the provisions of law which govern the proportion of local and expatriate

employees in executive and non-executive posts.

23.5 Technology Transfer. THE CONTRACTOR undertakes to pay for, or to hold for

its account, training programs for professionals, or to use sponsorship for research

projects, as designated by ANH in areas related to the development of this Contract,

and during the life of the same. Training will be related to the oil industry, in technical,

environmental, commercial, or legal areas, amongst others. Training may be effected

through the integration of professionals appointed by ANH to THE CONTRACTORs

working group organized for the Contract area, or for other related activities. All the

costs of training, except for employment costs incurred in favor of professionals

received, in compliance with THE CONTRACTOR´s obligations under this clause, will

be fully assumed by THE CONTRACTOR. THE CONTRACTOR will not a bear any

costs derived from the employment relationship of the beneficiaries of training. In order

to comply with the obligations of technology transfer in accordance with the terms of

this Clause, each of the phases of the Exploration Period and its extensions will contain

a commitment from THE CONTRACTOR to advance technology transfer programs for

a value equivalent to a 25% of the amount of the fee for the use of the subsurface

mentioned in SubSection 16.1.1 of the phase in the course of the Exploration Period.

With regard to Exploitation Areas, technology transfer will be for a value equivalent to

10% of amount of the fee for the use of the subsurface mentioned in SubSection 16.1.2

for the Calendar Year. In no event, will THE CONTRACTOR be required to pay more

than US$ 100.000 per phase or per Calendar Year as the case may be, in technology



E&P COLOMBIAN OIL CONTRACT 2004

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transfer. The technology transfer programs will be agreed in advance by ANH and

THE CONTRACTOR.

CLAUSE 24-OPERATOR

24.1 Without prejudice to its entitlement to perform operations directly, THE

CONTRACTOR may contract a third-party to act as operator, provided that the latter

can show experience, suitability, and financial soundness. In such cases, the

designation of the operator will require the final approval of ANH.

24.2 If THE CONTRACTOR is formed by two or more companies, it will state which of

them will act as operator.

24.3 If more of 2 different operators at the same time in this Contract are required, it

will be approval by ANH.

24.4 If the operator decides to resign, it shall give at least 90 calendar Days´ notice.

24.5 Being the Operator a third party, if ANH becomes aware that the operator has

engaged in negligent practices, practices not in accordance with Good Oil Industry

Practices in relation to compliance with the obligations under this Contract, it will so

advise Contractor, which will have 90 calendar Days from date of requirement to adopt

corrective measures. If after this time the deficient conduct continues, ANH will require

THE CONTRACTOR to change the operator.

CLAUSE 25-THE RIGHT TO MAKE ASSIGNMENTS.

25.1 The Right. THE CONTRACTOR has the right to assign or transfer all or part of its

interest, rights and obligations under this Contract, with the prior written authorization of

ANH, to another person or company which has the financial capacity, the technical

competence, the professional skills and the legal capacity required to act in Colombia.

25.2 Procedure. For this purpose, THE CONTRACTOR will send a written request to

ANH, indicating the essential elements of the negotiations, such as the name of the

potential assign, the information on its legal, financial, technical and operational

capacities, the value of the rights and obligations to be assigned, the scope of

operations, etc. Within 60 working Days of receipt of the request presented in full form,

ANH will exercise its discretion to analyze information supplied by THE

CONTRACTOR, after which it will make a decision, and will not be obliged to explain

the decision. If any of companies forming THE CONTRACTOR is involved in a

process of merger, spin off, absorption, or transformation into another type of

Corporation, it will be sufficient to advise ANH promptly, without prejudice to the

information that other Colombian authorities may require. ANH reserves the right to

evaluate the new situation of THE CONTRACTOR or any of the companies thus

formed, with regard to financial capacity, technical competence, professional skills and

legal capacity required to act, and may require that guarantees be supplied.

Paragraph: When the right to make assignments is in favour of companies that control

or manage THE CONTRACTOR, or in favour of one of the companies that are part of it

or branches or between companies belonging to the same economic group, if ANH

does not give an answer within the established time, it will be understood that the

operation was authorized.



E&P COLOMBIAN OIL CONTRACT 2004

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CLAUSE 26 - FORCE MAJEURE AND ACT OF THIRD PARTIES

26.1 Definitions. For the purposes of this Contract, force majeure is an unforeseen

event which it is not possible to resist, such as a law, an act of authority, a shipwreck,

an earthquake, etc; and an act of a third party is an irresistible act, legally alien to the

party alleging it, such as a war, and ill-intentioned act of third parties, etc. For the

purposes of this Contract, both force majeure and the act of third parties will be

considered to relieve responsibility, and to excuse performance of non-financial

obligations affected by such circumstances, provided that they have an alien cause,

and the Party receiving notice of the same accepts that it is irresistible, and that the

event occurring represented an impediment.

26.2 Suspension. The performance of obligations under this Contract will be

suspended throughout the time during which either Party is unable to perform all or part

of its obligations, for reasons of force majeure or irresistible acts of third parties. If

either Party is affected by any of such circumstances, it will advise the other within 15

calendar Days following, invoking this Clause, and presenting appropriate justification,

specifying the causes originating the impediment, the manner in which compliance of

the related obligation is affected, the estimated period of suspension of activities, and

any other information which allows it to be shown that the event has occurred, and was

irresistible.

26.3 Acceptance. Within 15 calendar Days following receipt of advice, the Party not

affected will respond in writing, accepting the circumstance and relieve the other of

responsibility, or rejecting the circumstance, and if accepted, the terms for compliance

with obligations affected will be suspended. In this case, the suspension will

commence from the moment at which the event invoked as a cause for suspension

occurred. If the Party not affected does not reply within the time given, it will be

understood that it accepts the occurrence of the cause invoked, and performance of

the obligations affected will be suspended. Suspension will only interrupt compliance

of the obligations affected.

26.4 Cessation Of Suspension.

The Party affected by the cause relieving

responsibility will resume compliance of obligations suspended within one month

following the disappearance of the event invoked as a cause of suspension. In this

case, it will inform the other Party within 15 calendar Day following. The Party obliged

to perform the obligation will employ best efforts to perform within the terms and

conditions agreed by the Parties.

26.5 Effects On Terms. If the suspension impedes the performance of any of the

Exploration Operations contained in any of the phases of the Minimum Exploration

Program, or of the Subsequent Exploration Program, and that impediment is prolonged

for more than two consecutive months, ANH will restore the terms required by the

Contract for a period equal to that of the impediment, without prejudice to the fact that

THE CONTRACTOR must extend the existing guarantee or obtain a new one, in the

terms of Clause 22.



E&P COLOMBIAN OIL CONTRACT 2004

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CLAUSE 27 - SOLUTION OF DISPUTES BETWEEN THE PARTIES

27.1 Executive Instance. Any difference or disagreement arising in regard to

performance of this Contract will be solved by the officers of the Parties authorized for

this purpose. If the disagreement has not been resolved within thirty calendar Days

from date of written notice, the matter will be referred to the most senior executive of

the Parties resident in Colombia, in order to seek a joint solution. If within thirty

calendar Days following the date on which one of the Parties has requested the other

that the disagreement the submitted to those senior executives as mentioned, the

Parties reach an agreement or decision on the matter in question, within fifteen

calendar Days of reaching such an agreement or decision, that agreement or decision

adopted will be signed.

27.2 Expert Intervention, and Arbitration. If within the thirty Days mentioned, the

senior executives of the Parties cannot reach an agreement or decision, or if within the

fifteen Days mentioned, no agreement or decision adopted is signed, either Party may

resort to the mechanisms provided for in Subsections 27.2.1, 27.2.2, and 27.2.4, as the

case may be, and as follows:

27.2.1 Technical Experts. If the matter is a technical disagreement, it will be

submitted to the opinion of experts appointed as follows: one by each party, and the

third named by the other two experts. Should the experts not agree, at the petition of

either party, the third expert will be appointed by the association of professionals on the

matter involved in the dispute or a related area, where the association is a technical

body acting as consultative institution for the Government, based in Bogota.

Once the experts have been appointed:

a) the experts will issue their opinion within thirty Days of appointment. The experts will

indicate the place and time for the receipt of information from the Parties. At the

request of the experts, the Parties may grant an extension of the initial term allowed.

b) The Parties will deliver all relevant information, which the experts may consider to be

necessary;

c) The Parties will focus and demarcate the matter on which the experts are to decide;

d) The costs and expenses of the technical experts will be borne by the Parties in

equal portions; and

e) The opinion will be issued by majority, and will be binding on the Parties for the

purposes of settlement.

27.2.2 Accounting Experts. If the disagreement is an accounting matter, it will be

submitted to the opinion of experts who will be qualified public accountants, one

appointed by each party, and the third by the two principal experts. Should the two

experts fail to agree, and at the petition of either party, the third expert will be appointed

by the Junta Central de Contadores (Colombia´s Board of Public Accountants) in

Bogota. Once the experts have been appointed, the procedure will be similar to that

stipulated in steps (a) to (d) in the preceding Subsection.



E&P COLOMBIAN OIL CONTRACT 2004

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27.2.3 Dispute As To Nature. If the disagreement between the Parties is with regard

to its nature, as a technical, accounting or legal matter, then it will be considered to be

a legal matter.

27.2.4 Arbitration. Any disagreement or controversy derived from or related to this

Contract, and which is not a technical or accounting disagreement, will be resolved by

arbitration. The arbitration tribunal will be composed of three arbitrators named by

mutual agreement between the Parties. If the Parties cannot agree on the appointment

of the arbitrators, they will be appointed by the Bogota Chamber of Commerce

Arbitration and Conciliation Centre, upon the request of either Party. At all events, the

arbitrators will have accredited experience of more than five Years in matters related to

the oil industry. The tribunal will apply Colombia substantive law in force, and its

decision will be in law. Arbitration proceedings will be conducted in Spanish.

27.2.5 Exclusion. In accordance with the terms of Subsection 4.3.2 above, the lack of

agreement between the Parties regarding the extension of the Exploitation Period for

each Exploitation Area will not be deemed to be a disagreement, and will not be

subject to the procedures established in this Clause.

CLAUSE 28 - TERMINATION

28.1 Causes Of Termination. This Contract will terminate and THE CONTRACTOR's

rights will cease in any of the following circumstances:

a) Expiry of the Exploration Period, with no discovery having been made by THE

CONTRACTOR;

b) Expiry of the Exploitation Period. In this case, the effects of this Contract with

regard to the Exploitation Area will cease, with regard to that area in which the

Exploitation Period has terminated;

c) Resignation of Contractor during Exploration, in the cases provided for in Subsection

4.2.1;

d) Resignation of THE CONTRACTOR at any time during the Exploitation Period;

e) At any time, by mutual agreement between the Parties;

f) Through a declaration of breach on the part of Contractor;

g) Through the application of any of the causes of unilateral termination provided for in

this Contract;

h) With the occurrence of any of the causes of termination or forfeiture ordered by the

law.

In the circumstances provided for in (f), (g) and (h) ANH will call on the guarantee

mentioned in Clause 22, without prejudice to any recourse it may have, or actions

which may decide to bring.

28.2 Causes of Termination due to Breach. The causes of termination due to

breach are the following:

a) Assignment of all or part of this Contract, without observing the provisions of Clause

25;

b) Unjustified suspension of Exploration Operations for more than six continuous

months in any given phase;



E&P COLOMBIAN OIL CONTRACT 2004

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c) Unjustified continuous suspension of Evaluation Operations or Exploitation

Operations during half the term of the Evaluation Program in an Evaluation Area, or for

6 consecutive months in an Exploitation area. In such cases, the effects of this

Contract will cease with regard to the Evaluation Area or the Exploitation area in which

the suspension of operations has occurred;

d) Improper use of resources and minerals which are not part of an object of this

Contract;

e) Omission or delay in the delivery of technical information;

f) Omission or delay in the delivery of guarantees on conditions satisfactory to ANH;

g) Breach of any other obligations contracted by THE CONTRACTOR under this

Contract.

28.3 Procedure for a Declaration of Breach. Should any of the causes of breach occur,

ANH may terminate this Contract sixty Days after having sent written requirements to

THE CONTRACTOR, indicating the cause invoked for such a declaration, provided

that THE CONTRACTOR has not presented any explanations satisfactory to ANH

within 20 working Days after the date of the requirement, or has not corrected its

performance of the Contract within sixty Days. If within the term of 20 Days as

mentioned, THE CONTRACTOR presents explanations satisfactory to ANH, and the

remaining term to complete the terms of sixty calendar Days is not sufficient to perform

the obligations pending, ANH may grant additional time for performance, without

prejudice to any demand for guarantees required to support it. If at the end of this time,

the corrective measures necessary have not yet been taken, ANH will declare breach

and termination of this Contract. It is understood that the term provided for compliance

with pending obligations in no case modifies the term agreed for the execution of the

Minimum Exploration Program for the following phase of phases of the Exploration

Program, if any.

28.4 Causes of Unilateral Termination. ANH may declare this Contract terminated at

any time in the following circumstances:

a) If a process of Liquidation of THE CONTRACTOR is initiated, THE CONTRACTOR

being a corporate entity;

b) If a judicial embargo is placed on THE CONTRACTOR which seriously affects

performance of the Contract.

If THE CONTRACTOR is formed by a number of corporate entities or natural persons

or both, the causes mentioned above will apply if they seriously affect the performance

of the Contract.

28.5 Mandatory Clauses. ANH will declare termination, forfeiture or the mandatory

liquidation of this Contract with the occurrence of causes given in the law, such as

those provided for in Law 418 of 1997, successively extended and amended by Laws

540 of 1989 and 72 of 2002 or Law 40 of 1993, or in laws which replace or amend

them.

28.6 Subsequent Obligations. If this Contract is terminated for any cause, and at any

time, the Parties are obliged to perform their legal obligations to each other, and to third

parties, as contracted in this Contract. This includes the assumption of responsibility



E&P COLOMBIAN OIL CONTRACT 2004

Page 30



for loss and damage resulting from the unilateral termination and for causes acceptable

to THE CONTRACTOR, where there are mandatory indemnities or compensation to

pay.

CLAUSE 29-ENVIRONMENT

29.1 THE CONTRACTOR will pay special attention to the protection of the

environment, and to compliance with regulations on the matter. Without prejudice to

compliance with legal or military requirements, for this purpose THE CONTRACTOR

will prepare and execute plans of a preventive nature, to guarantee the protection,

conservation and restoration of renewable natural resources affected by Exploration

Operations, Evaluation Operations and Exploitation Operations under this Contract. At

the same time, THE CONTRACTOR will adopt and implement specific contingency

plans to attend to emergencies, and repair damage in the most efficient and timely way

possible.

29.2 THE CONTRACTOR will make a half-Yearly report to ANH on environmental

aspects of operations in progress, the application of preventive plans and contingency

plans, and with regard to the state of activities or applications to the environment

convert environmental authorities with regard to permits, authorizations, concessions or

licenses, as the case may be.

29.3 If an activity or Exploration Operations requires permits, authorizations,

concessions or environmental licenses, THE CONTRACTOR will not pursue that

activity or operation until the permit, authorizations, concession or license is obtained.

29.4 THE CONTRACTOR may not commence Exploitation without approval of the

environmental impact study and the issue of related environmental licenses.

29.5 Failure to comply with any of the obligations is a cause of termination of breach, in

terms of SubSection 28.2 (g).

CLAUSE 30-ABANDONMENT

30.1 Abandonment. Without prejudice to the terms of Subsection 4.3.4 of this

Contract, in all cases where there is application for the relinquishment of onshore or

offshore areas, THE CONTRACTOR will program and undertake all activities of

Abandonment, in accordance with Colombian legislation, and observing Good Oil

Industry Practices.

30.2 Relinquishment of Exploration Areas and Evaluation Areas. Within sixty

Days of the date on which an Exploration Area or Evaluation Area should be

relinquished, THE CONTRACTOR will implement a program for Abandonment to the

satisfaction of ANH and other competent authorities.

30.3 Relinquishment of Exploitation Areas. The Exploitation Plan for each

Exploitation Area will include the related Abandonment Program. That is, THE

CONTRACTOR will make the necessary adjustments to the Abandonment Program in

it is updating of the Exploitation Plan, as required by Section 9.4.

30.4 Abandonment fund.

30.4.1 Creation. When the first calendar Year of the Month in which THE

CONTRACTOR commenced commercial and regular production expires, for the

production of Hydrocarbons from some Exploitation Area, from that time onwards THE



E&P COLOMBIAN OIL CONTRACT 2004

Page 31



CONTRACTOR will keep a special account in its books, denominated “Abandonment

Fund”, and in order to guarantee the availability of funds required to implement the

Abandonment Program mentioned in the preceding Section, THE CONTRACTOR will

establish an escrow account or a bank guarantee; and in either case, the terms and

conditions of the guarantee determined by the Parties within the Year preceding the

date on which the Abandonment Fund must be established. If there is no agreement on

the matter, THE CONTRACTOR will establish a bank guarantee in the terms of this

Clause.

30.4.2 The Amount of the Abandonment Fund. The amount of the Abandonment

Fund at the end of each Calendar Year will be the result of applying the following

formula:

AMA = (PAH/RIH)2 x CAB

AMA is the value of the Abandonment Fund which THE CONTRACTOR must show has

been made for each Exploitation Area, at the end of the Calendar Year.

PAH is the accumulated volume of Hydrocarbons produced in each Exploitation Area,

from the start of production until 31 December of the Year for which the calculation is

made.

RIH are the proven reserves of Hydrocarbons in each Exploitation Area, expressed in

Liquid Hydrocarbons Barrels, in accordance with the Exploitation Plan and its updates.

This includes accumulated production (PAH_) plus remaining proven reserves.

CAB is the estimated updated costs of the Abandonment operations for each

Exploitation Area. In case of annual adjustments, they will be reduced by the value of

Abandonment costs already executed.

All calculations of production and reserves of Hydrocarbons mentioned above (PAH and

RIH) will be made in Liquid Hydrocarbons Barrels. For this purpose, the Parties agree

that for the purposes of the conversion, 5700 ft.³ of gas at standard conditions are

equivalent to one Barrel of Liquid Hydrocarbons.

The variables in the formula will be reviewed and updated annually by THE

CONTRACTOR, based on real disbursements in Abandonment activities, and in terms

of production and reserve volumes for Hydrocarbons.

Paragraph: For the purposes of this Clause, proven reserves are the volume of

Hydrocarbons which, after due geological analysis and engineering, THE

CONTRACTOR estimates with reasonable certainty to be recoverable commercially,

since Exploitation began, based on known reservoirs, and in accordance with the

economic conditions, operating methods and the regulatory framework in force at the

time of the calculation.

30.5 The performance of the obligations of this Clause does not relieve THE

CONTRACTOR from its obligation to undertake all Abandonment operations in each

Exploitation Area for its own account and risk.



E&P COLOMBIAN OIL CONTRACT 2004

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CLAUSE 31-APPLICABLE LAW.

For all purposes of this Contract, the Parties established as their domicile the city of

Bogota, Colombia. This Contract will be governed in all its parts by Colombian law, and

THE CONTRACTOR waives any attempt at diplomatic claims to support its rights and

obligations under this Contract, except in the case of denial of justice. It is understood

that there will not be denial of justice if THE CONTRACTOR has had access to all

recourse and means of action available under Colombian law.

CLAUSE 32-REPRESENTATION.

Without prejudice to THE CONTRACTOR´s legal rights derived from provisions of law

or the Clauses of this Contract, ANH will speak for THE CONTRACTOR before the

Colombian authorities with regard to activities undertaken under this Contract, provided

that it should do so and will supply government officials and agencies with all data and

reports they may legally require. THE CONTRACTOR will be obliged to prepare those

reports and send them to ANH. Expenses incurred by ANH to attend to any matter

referred to in this Clause will be for account of THE CONTRACTOR, but THE

CONTRACTOR´s approval will be required when those expenses exceed US$5,000 or

colombian pesos equivalent. The Parties declare that, for any relations with third

parties, neither the terms of this Clause nor those of any other Clause of this Contract

imply the granting of any general powers of representation nor that the Parties have

formed a civil or commercial corporation or other relationship in which either Party

could be considered to be severally liable for the acts or omissions of the other or to

have the authority or mandate to commit the other with regard to some obligation. This

Contract refers to activities within the territory of the Republic of Colombia.

CLAUSE 33- PAYMENTS AND CURRENCY

33.1 Currency. All payments to be made by THE CONTRACTOR to ANH under this

Contract will be made in United States dollars if permitted by exchange regulations or

in Colombian pesos and at the bank designated by ANH. THE CONTRACTOR may

make payments in other currencies when exchange regulation permit and ANH gives

its authorization.

33.2 Exchange Rate. If currency is to be converted, the Market Reference Rate (TRM)

for the date of payment will be applied, as published by the Superintendency of Banks,

or the agency that replaces it.

33.3 Penalty interest. If payments due from THE CONTRACTOR to ANH are not

made within the terms established, THE CONTRACTOR will pay Penalty Interest.

CLAUSE 34 – TAXES

THE CONTRACTOR accepts that it is subject to Colombian tax law.

CLAUSE 35 – SERVICE OF NOTICE AND COMMUNICATIONS

35.1 Domicile for Service and Communications. Notice served and communications

sent between the Parties will be addressed to their legal representatives to the

domiciles registered for service of judicial notices, which at the date of execution of this

Contract are: ANH: Calle 37 No. 7-43 p. 5 Edificio Guadalupe, Bogota, Colombia



E&P COLOMBIAN OIL CONTRACT 2004

Page 33



THE CONTRACTOR: __________________________________

35.2 Changes. If a Party changes legal representation or domicile as indicated above,

it will officially advise the other within five Days of doing so.

35.3 Effective date. A communication between the Parties in relation to this Contract

will be effective upon receipt by the Party to whom it is addressed at the domicile

indicated above and in any case when delivered to the domicile for service of judicial

notice registered at the Chamber of Commerce.

CLAUSE 36 – EXTERNAL COMMUNICATIONS

If THE CONTRACTOR needs to make a public statement or announcement or

communiqué with respect to the Contract regarding information that might affect the

normal performance of the same, THE CONTRACTOR will first request authorization

from ANH to do so. At all events THE CONTRACTOR will advise ANH in advance of

external communications with regard to Discoveries made, Discoveries declared or to

be declared commercial and the volumes of reserves of Hydrocarbons.

CLAUSE 37 – LANGUAGE

The official language for all purposes and actions related to this Contract will be

Spanish.

CLAUSE 38 – FORMALIZATION

The signatures of the Parties will formalize this Contract.

AGENCIA NACIONAL DE HIDROCARBUROS



JOSE ARMANDO ZAMORA REYES

DIRECTOR GENERAL



THE CONTRACTOR



__________________

__________



E&P COLOMBIAN OIL CONTRACT 2004

Page 34



ANNEX A

CONTRACT AREA

The Contract Area covers a total of approximately ____hectares…………….



ANNEX B

CONTRACT AREA



ANNEX C

MODELO DE LA CARTA DE CREDITO

CARTA DE CRÉDITO NO



: _______________________________



LUGAR Y FECHA DE EXPEDICIÓN



: _______________________________



FECHA DE VENCIMIENTO



VALOR NOMINAL



: [___El tiempo entre esta fecha y la de terminación

de los compromisos no deberá ser menor de 60

días._____]

: _________________ (US$________)



BANCO EMISOR



: [____Nombre del Banco Emisor_____]



BENEFICIARIO



: Agencia Nacional de Hidrocarburos - ANH



ORDENANTE



: [____Nombre de la Compañía____]



NOMBRE DEL CONTRATO



: MODEL



Por medio del presente documento comunicamos a ustedes que por cuenta y orden de

[_____Nombre de la Compañía_____] en adelante EL CONTRATISTA, hemos

expedido a su favor la presente carta de crédito standby irrevocable, por la suma en

pesos colombianos que resulte de la conversión a la tasa representativa del mercado

del día en que nos sea enviada la comunicación de incumplimiento prevista más

adelante, de la suma de __________________dólares de los Estados Unidos de

América (US$_____________), para garantizar el cumplimiento y la correcta ejecución de

todas o alguna de las obligaciones de la Fase

________ del Periodo de Exploración, que

tiene una duración hasta de_______y las demás actividades inherentes a tales obligaciones

emanadas del CONTRATO DE EXPLORACIÓN Y EXPLOTACIÓN MODEL celebrado

entre EL CONTRATISTA y la ANH el día _______, en adelante EL CONTRATO.



E&P COLOMBIAN OIL CONTRACT 2004

Page 35



Queda entendido que la responsabilidad de [____Nombre del Banco Emisor____]

derivada de la presente carta de crédito standby se limita única y exclusivamente a la

cantidad en moneda legal colombiana antes mencionada.

En caso de incumplimiento por parte de EL CONTRATISTA de todas o cualquiera de

las obligaciones y las demás actividades inherentes a tales obligaciones a su cargo

derivadas de EL CONTRATO a los que alude el primer párrafo de la presente carta de

crédito standby, en adelante las OBLIGACIONES GARANTIZADAS, el Beneficiario

deberá comunicar dicho incumplimiento a [____Nombre del Banco Emisor____] en

sus oficinas de __________________, dentro de la vigencia de la presente carta de

crédito. En la misma fecha de recibo por parte nuestra de la referida comunicación,

procederemos a pagar de manera incondicional a la orden del Beneficiario las sumas

reclamadas por él con cargo a la presente carta de crédito, sin exceder, en ningún

caso, del valor total garantizado.

Si no se envía la comunicación de incumplimiento antes citada dentro de la vigencia

de la presente carta de crédito, cesará nuestra responsabilidad derivada de la misma.

La comunicación mediante la cual se informe a [____Nombre del Banco

Emisor____] el incumplimiento de LAS OBLIGACIONES GARANTIZADAS, consistirá

en un documento debidamente firmado por el Representante Legal de la ANH o, quien

haga sus veces, en el cual se manifieste el incumplimiento por parte de EL

CONTRATISTA de LAS OBLIGACIONES GARANTIZADAS y se solicite el pago de la

presente carta de crédito. En dicha comunicación se deberá citar el número de esta

carta de crédito y el valor por el cual se utiliza la misma, convertido a moneda legal

colombiana a la tasa de cambio representativa del mercado vigente en la fecha en la

cual se envíe tal comunicación a nosotros, según conste en una certificación de la

Superintendencia Bancaria de Colombia o de la entidad que llegue a reemplazarla

para tales efectos.

Este Documento se regirá por las "Reglas y Usos Uniformes Relativos a los Créditos

Documentarios" (Última Revisión) publicadas por la Cámara de Comercio Internacional

(CCI).



______________________________________

Firma del Representante Legal del Banco Emisor