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AMENDING AGREEMENT
FOR THE
JOINT OIL BLOCK EXPLORATION
AND PRODUCTION SHARING AGREEMENT
THIS AMENDING AGREEMENT ("Amending Agreement") is made and effective as of
December 24, 2012 by and between:
JOINT EXPLORATION, EXPLOITATION AND
PETROLEUM SERVICES COMPANY ("Joint Oil")
and
SONDE RESOURCES CORP. ("SRC")
(Joint Oil and SRC may be referred to individually
as a "Party" and collectively as "Parties".)
WHEREAS Joint Oil and Canadian Superior Energy Inc. were the original parties to the
Exploration and Production Sharing Agreement for the "Joint Oil Block" made on the 27th of August,
2008, as amended, (the "EPSA"); and
WHEREAS SRC was formerly known as Canadian Superior Energy Inc.; and
WHEREAS Joint Oil and SRC wish to make certain amendments to the EPSA.
NOW THEREFORE the Parties agree as follows:
1.
Definitions
Capitalized terms and expressions that are used in this Amending Agreement, but are not
expressly defined herein, shall have the same meanings as were ascribed thereto in the EPSA.
2.
Second Phase of Exploration Period
Notwithstanding sections 12.2.2 and 12.2.3 and Exhibit B of the EPSA, Joint Oil and SRC hereby
agree that:
(a)
SRC shall be deemed to have completed the Exploration Program prior to the end of the first
phase of the Exploration Period, including for the purposes of section 12.3.1 of the EPSA;
(b)
SRC shall be deemed to have notified Joint Oil that SRC wishes to enter the second phase of the
Exploration Period as contemplated in section 12.2.3 of the EPSA; and
(c)
the work program attached as Exhibit 1 to this Amending Agreement shall be the Work Program
in respect of the second phase of the Exploration Period ("Second Phase Work Program") and,
as a consequence of such agreement; the Exploration Period is extended into the second phase.
-23.
Termination for Non-Fulfillment of the Second Phase Work Program
(a)
Joint Oil shall have the right to terminate the EPSA upon written notice to SRC in the event that
SRC fails to complete any segment of the Second Phase Work Program as designated in Exhibit 1
of this Amending Agreement within the applicable period as set forth in Exhibit 1 of this
Amending Agreement and thereafter fails to pay the liquidated damages specified in Exhibit 1 of
this Amending Agreement for such segment of the Second Phase Work Program within forty-five
days after the end of the period in which such segment was to be completed. Upon such a
termination of the EPSA, any and all rights and interests in respect of the Contract Area,
including those portions of the Contract Area that have been as of the time of such termination
designated as Exploitation Areas, shall terminate.
(b)
Upon a termination of the EPSA as provided in paragraph 3(a), SRC shall also become liable to
pay to Joint Oil the liquidated damages specified in Exhibit 1 of this Amending Agreement for
each other segment of the Second Phase Work Program that had not been completed as of the
date of such termination, including any such segments that had not yet been commenced as of the
date of such termination.
(c)
The foregoing rights and remedies in this paragraph 3 shall be available to Joint Oil
notwithstanding the cause of any such failure, including without limitation, rig availability,
tendering obstacles, financial capacity (or lack thereof) or technical difficulties encountered by
SRC, including in respect of carbon dioxide content of formations within the Contract Area.
(d)
For greater clarity, it is the Parties' intent that during the second phase of the Exploration Period
SRC will drill three new field wildcat ("NFW") wells within the Contract Area or pay the
applicable liquidated damages in lieu of drilling any of those NFW wells, as more fully described
below in this paragraph. Accordingly, the Parties agree that for each segment of the Second
Phase Work Program the following shall apply:
(i)
Segment no. 1:
If an NFW well has not been drilled in the "Faisal" Prospect in Sub-Contract Area "A" as
described in Exhibit "A" to the EPSA by December 23, 2013, SRC shall pay to Joint Oil
the sum of USD 15 Million within forty-five (45) days after December 23, 2013. If such
amount is duly and timely paid by SRC, SRC will be deemed to have fulfilled its
obligations during segment 1, and may proceed to segment 2, of the Second Phase Work
Program. If such amount is payable by SRC, but SRC fails to pay such amount in full
within forty-five days after December 23, 2013, then in addition to and without affecting
SRC's obligation to pay such amount, Joint Oil shall have the right to terminate the EPSA
upon written notice to SRC. Upon such a termination of the EPSA, any and all rights and
interests of SRC under the EPSA or in respect of the Contract Area, including those
portions of the Contract Area that have been as of the time of such termination designated
as Exploitation Areas under the EPSA, shall terminate and revert to Joint Oil and SRC
shall pay to Joint Oil the sum of USD 30 Million as the liquidated damages payable in
respect of the remaining two segments of the Second Phase Work Program within fortyfive (45) days after such termination.
-3(ii)
Segment no. 2:
If an NFW well has not been drilled in the "Siraj" Prospect in Sub-Contract Area "A"
(which, for avoidance of doubt, is not an NFW well drilled during a prior segment of the
of the Second Phase Work Program) or in the "Hadaf" Prospect in Sub-Contract Area "B"
as described in Exhibit "A" to the EPSA by December 23, 2014, SRC shall pay to Joint
Oil the sum of USD 15 Million within forty-five (45) days after December 23, 2014. If
such amount is duly and timely paid by SRC, SRC will be deemed to have fulfilled its
obligations during segment 2, and may proceed to segment 3, of the Second Phase Work
Program. If such amount is payable by SRC, but SRC fails to pay such amount in full
within forty-five days after December 23, 2014, then in addition to and without affecting
SRC's obligation to pay such amount, Joint Oil shall have the right to terminate the EPSA
upon written notice to SRC. Upon such a termination of the EPSA, any and all rights and
interests of SRC under the EPSA or in respect of the Contract Area, including those
portions of the Contract Area that have been as of the time of such termination designated
as Exploitation Areas, shall terminate and revert to Joint Oil and SRC shall pay to Joint
Oil the sum of USD 15 Million as the liquidated damages payable in respect of the
remaining segment of the Second Phase Work Program within forty-five (45) days after
such termination.
(iii)
Segment no. 3:
If an NFW well has not been drilled in the "Siraj Prospect in Sub-Contract Area "A"
(which, for avoidance of doubt, is not an NFW well drilled during a prior segment of the
of the Second Phase Work Program) or the "Hadaf" Prospect in Sub-Contract Area "B"
as described in Exhibit "A" to the EPSA or in another location as agreed by the parties, as
the case may be, by December 23, 2015, SRC shall pay to Joint Oil the sum of USD 15
Million within forty-five (45) days after December 23, 2015. If such amount is duly and
timely paid by SRC, SRC will be deemed to have fulfilled its obligations during
segment 3 of the Second Phase Work Program. If such amount is payable by SRC, but
SRC fails to pay such amount in full within forty-five days after December 23, 2015, then
in addition to and without affecting SRC's obligation to pay such amount, Joint Oil shall
have the right to terminate the EPSA upon written notice to SRC. Upon such a
termination of the EPSA, any and all rights and interests of SRC under the EPSA or in
respect of the Contract Area, including those portions of the Contract Area that have been
as of the time of such termination designated as Exploitation Areas, shall terminate and
revert to Joint Oil.
(iv)
At the end of the second phase of the Exploration Period the following shall apply:
(A)
If SRC drilled one or more wells during the second phase of the Exploration
Period and no Commercial Discovery has been made; or if SRC paid the
applicable liquidated damages amount in respect of each segment of the Second
Phase Work Program; as the case may be, then the entire Contract Area, except
for those portions of the Contract Area that had been designated as Exploitation
Areas as of such time, shall be relinquished by SRC effective as of the end of the
second phase of the Exploration Period.
-4(B)
If SRC drilled one or more wells during the second phase of the Exploration
Period and a Commercial Discovery has been made, then articles 13 and 14 of
the EPSA shall be applicable and the entire Contract Area, except for those
portions of the Contract Area that had been designated as Exploitation Areas as
of such time or that are relevant to such Commercial Discoveries, shall be
relinquished by SRC effective as of the end of the second phase of the
Exploration Period.
4.
SRC Guarantees
(a)
In order to secure and support its obligations under paragraph 3 hereof and section 12.3 of the
EPSA, SRC shall comply with the following:
(i)
Prior to the commencement of the first segment of the Second Phase Work Program as
designated in Exhibit 1 hereto, SRC shall deliver to Joint Oil a corporate guarantee that is
in substantially the form set forth in Exhibit 2 hereof. Such corporate guarantee shall
have a maximum guaranteed amount equal to US$45 million on issuance, reducing to:
US$30 million at the completion of the first segment of the Second Phase Work Program;
and US$15 million at the completion of the second segment of the Second Phase Work
Program; and terminating upon the completion of the Second Phase Work Program.
(ii)
If at any time prior to the completion of all segments of the Second Phase Work Program
SRC becomes bankrupt or insolvent or seeks protection from its creditors generally, then
Joint Oil may terminate the EPSA on seven (7) business days notice to SRC unless SRC
provides Joint Oil with a bank guarantee that is:
(A)
in substantially the form set forth in Exhibit 3 hereto;
(B)
in an amount equal to the total amount of liquidated damages for which SRC may
become liable under the EPSA and this Amending Agreement in respect of all
segments of the Second Phase Work Program that were not completed as of the
time at which the bank guarantee is to be issued; and
(C)
issued by a bank or other financial institution that is satisfactory to Joint Oil
acting reasonably;
within such seven (7) business day period and shall ensure that such bank guarantee (or
any replacement or renewal thereof that is in the same form and amount) is available for
drawing by Joint Oil up to the full amount thereof until the completion of all segments of
the Second Phase Work Program.
-5(b)
If the bank guarantee provided by SRC pursuant to subparagraph 4(a) (ii) hereof expires,
terminates or is otherwise not available for drawing in full prior to the completion of all segments
of the Second Phase Work Program, then Joint Oil may terminate the EPSA on seven (7) business
days notice to SRC unless SRC provides Joint Oil with a replacement bank guarantee in the
appropriate form and amount within such seven (7) business day period. SRC's obligation to pay
the liquidated damages specified in Exhibit 1 hereto shall not be affected by any termination of
the EPSA. Joint Oil and SRC acknowledge and agree that, in the event that any such liquidated
damages are payable, Joint Oil shall not be limited to recourse under any bank guarantee or the
corporate guarantee provided by or on behalf of SRC as contemplated above and are in addition
to all rights and remedies that Joint Oil may have at law or in equity in order to enforce payment
of such amounts.
5.
Miscellaneous
Joint Oil and SRC agree that the provisions of articles 25, 27 and 32 of the EPSA are
incorporated into, and shall apply to, this Amending Agreement and the matters contemplated herein.
6.
Ratification and Affirmation
Subject to the amendments to the EPSA specified in paragraphs 2 through 5 of this Amending
Agreement, the EPSA shall remain in full force and effect and is hereby ratified and affirmed by the
Parties.
7.
Counterpart Execution
This Amending Agreement may be executed in any number of counterparts with the same effect
as if all signatories to the counterparts had signed one document. All such counterparts shall together
constitute and be construed as one instrument. For the avoidance of doubt, any signed counterpart
provided by facsimile transmission or other electronic means shall be binding on the Parties to the same
extent as an originally signed counterpart.
[The balance of this page is intentionally left blank. The execution page follows this page.]
-6-
IN WITNESS WHEREOF the Parties have executed this Amending Agreement as of the date
first written above.
JOINT EXPLORATION, EXPLOITATION
AND PETROLEUM SERVICES COMPANY
Per: /S/ Dr. Waniss Otman
,
General Manager
SONDE RESOURCES CORP.
Per: /S/ Jack W. Schanck
Jack W. Schanck
Chief Executive Officer
Exhibit : Page 1 of 1
EXHIBIT 1
SECOND PHASE WORK PROGRAM
Second
Phase
Work
Program
Segment
1.
2.
3.
Second Phase of
the Exploration
Period (EPSA
clause 12.2.1)
Minimum Exploration
Program for the
Exploration Period (EPSA
Exhibit "B")
Beginning
December 24,
2012
to
December
23,
2013
Acquiring 3D seismic (200
km2)
"Hadaf" Structure in Sub-Contract
Area "B".
Q2, 2013.
Purchasing drilling
materials and signing
drilling services contracts.
First NFW well: "Faisal" Prospect in
Sub-Contract Area "A".
Q2, 2013.
Drilling one new field
wildcat ("NFW") well.
First NFW well: "Faisal" Prospect in
Sub-Contract Area "A".
Q3, 2013.
Purchasing drilling
materials and signing
drilling services contracts.
Second NFW well: "Siraj" Prospect in
Sub-Contract Area "A" or "Hadaf"
Prospect in Sub-Contract Area "B" (if
it is drillable location).
Q2, 2014.
Drilling one NFW well.
Second NFW well: "Siraj" Prospect in
Sub-Contract Area "A" or "Hadaf"
Prospect in Sub-Contract Area "B" (if
it is drillable location).
Q3, 2014.
Purchasing drilling
materials and signing
drilling services contracts.
Third NFW well: "Siraj" Prospect in
Sub-Contract Area "A" or "Hadaf"
Prospect in Sub-Contract Area "B" (if
it is drillable location) or any other
agreed upon location.
Q2, 2015.
Drilling one NFW well.
Third NFW well: "Siraj" Prospect in
Sub-Contract Area "A" or "Hadaf"
Prospect in Sub-Contract Area "B" (if
it is drillable location) or any other
agreed upon location.
Q3, 2015.
From December
24,
2013
to
December
23,
2014
From December
24, 2014 to
December 23,
2015.
Area of Work Program in the "Joint
Oil" Block (EPSA Exhibit "A")
Second Phase Work
Program
Commencement
Period
Liquidated Damages in Case of
Non-Fulfillment of Minimum
Exploration Program (EPSA
clause 12.3)
Corporate
Guarantee
Amount (EPSA
Exhibit "D2")
Right of Termination
USD 45 Million
If SRC fails to duly provide
Joint Oil with the payment of
the USD 15 Million as a
consequence of SRC's failure to
drill the first NFW well in the
Fiscal Prospect by December
23, 2013.
USD 30 Million
If SRC fails to duly provide
Joint Oil with the payment of
the USD 15 Million as a
consequence of SRC's failure to
drill the second NFW well in
the Siraj Prospect or in the
Hadaf Prospect (if it is drillable
location) by December 23
2014.
USD 15 Million
If SRC fails to duly provide
Joint Oil with the payment of
the USD 15 Million as a
consequence of SRC's failure to
drill the third NFW well in the
Siraj Prospect or in the Hadaf
Prospect (if it is drillable
location) or any other agreed
upon location by the December
23, 2015.
USD 15 Million to be paid at yearend 2013 if Faisal NFW well not
drilled by end of Segment 1
(December 23, 2013).
USD 15 Million to be paid at yearend 2014 if Siraj NFW well or
Hadaf NFW well not drilled by end
of Segment 2 (December 23, 2014).
USD 15 Million to be paid at yearend 2015 if Siraj NFW well or
Hadaf NFW well (if it is drillable
location) or any other agreed upon
location not drilled by end of
Segment 3 (December 23, 2015).
(EPSA 29.1)
Exhibit 2: Page 1 of 4
EXHIBIT 2
FORM OF CORPORATE GUARANTEE
GUARANTEE
FROM:
Sonde Resource Corp.
Suite 3200
500 - 4th Avenue S.W.
Calgary, Alberta, Canada T2P 2V6
Attention: Chief Executive Officer
Fax: (403) 216-8551
TO: Joint Exploration, Exploitation and Petroleum Services Company
Rue Leman – Leman Center
Les Berges du Lac, 1053
Tunis
Republic of Tunisia
Sirs:
Sonde Resources Corp. ("SRC") hereby guarantees to and in favour of Joint Exploration,
Exploitation and Petroleum Services Company, having its principal office at Rue Leman – Leman Center
1053, Les Berges du Lac Tunis, Tunisia, ("Joint Oil") the maximum amount of Forty-Five Million
($45,000,000.00) U.S. Dollars to secure the compliance with certain of its obligations during the under
paragraphs 3 and 4 of the agreement between Joint Oil and SRC entitled "Amending Agreement for the
Joint Oil Block Exploration and Production Sharing Agreement" and dated December 24, 2012
(hereinafter called the "Amending Agreement") which pertains to the Exploration and Production
Sharing Agreement dated August 27, 2008 to which Joint Oil and SRC are currently parties (hereinafter
called the "EPSA" and, collectively with the Amending Agreement and any other amendments thereto,
hereinafter called the "Petroleum Agreement"). Unless otherwise defined herein, words and phrases
used herein shall be as defined in the Petroleum Agreement.
The amount in this guarantee is available for payment without any need for notarial notice,
judicial or arbitral proceedings on the part of Joint Oil if, on or after the forty-fifth (45th) day after the end
of the period in which the work required to be performed during any segment of the Second Phase Work
Program (as provided for in the Amending Agreement) was to have been performed:
(a)
SRC has not, as of such date, duly completed all work required for the applicable
segment of the Second Phase Work Program as set forth in the Amending Agreement;
and
(b)
SRC has not, as of such date, paid in full all amounts payable by SRC to Joint Oil as a
consequence of SRC's failure to duly complete all work required for the applicable
segment of the Second Phase Work Program as set forth in the Amending Agreement.
Then, and only then, Joint Oil may demand payment by us as provided hereunder.
Exhibit 2: Page 2 of 4
Within seven (7) business days after the receipt by SRC of written demand for payment from
Joint Oil, signed by the General Manager of Joint Oil, SRC shall make payment of the amount demanded
to the bank account designated by Joint Oil in the demand. Said signature of the General Manager of
Joint Oil shall be certified by a notary public or other relevant judicial authority in and for the Republic of
Tunisia and sent to us with a copy to SRC for information stating that:
(a)
SRC has not duly completed all work required for the applicable segment of the Second Phase
Work Program as set forth in the Amending Agreement; and
(b)
SRC has not previously satisfied in full its obligation to pay to Joint Oil the amount then
guaranteed hereunder.
However, if prior to said date, SRC initiates a procedure of arbitration in accordance with Article 27.2 of
the EPSA on the grounds of SRC's disagreement as to the claimed failure by SRC to perform or as to the
amount of the demanded payment, then SRC shall notify Joint Oil as to the basis and amount of such
disputes. Upon such notification of dispute, SRC shall open an interest-bearing escrow account in which
the disputed amount shall be deposited. Said amount shall be maintained in such escrow account for the
entire period ending upon notification to Joint Oil of the arbitration award or upon an agreed settlement of
the disputed matter between Joint Oil and SRC. Within seven (7) days after said notification of the
arbitration award or agreed settlement, as the case may be, all amounts in such escrow account and the
interest accrued thereon shall be liquidated and paid in accordance with the arbitration award or agreed
settlement, as the case may be.
The maximum amount guaranteed by this letter of guarantee shall decrease in accordance with
the following:
(a)
Fifteen Million (15,000,000.00) U.S. Dollars two weeks after: the due completion of the work
required to be performed during the first segment of the Second Phase Work Program as provided
for in the Amending Agreement or the payment by SRC to Joint Oil of the sum of Fifteen Million
(15,000,000.00) U.S. Dollars within forty-five days following December 23, 2013 in lieu of the
due completion of such work;
(b)
Fifteen Million (15,000,000.00) U.S. Dollars two weeks after: the due completion of the work
required to be performed during the second segment of the Second Phase Work Program as
provided for in the Amending Agreement or the payment by SRC to Joint Oil of the sum of
Fifteen Million (15,000,000.00) U.S. Dollars within forty-five days following December 23, 2014
in lieu of the due completion of such work; and
(c)
Fifteen Million (15,000,000.00) U.S. Dollars two weeks after: the due completion of the work
required to be performed during the third segment of the Second Phase Work Program as
provided for in the Amending Agreement or the payment by SRC to Joint Oil of the sum of
Fifteen Million (15,000,000.00) U.S. Dollars within forty-five days following December 23, 2015
in lieu of the due completion of such work.
The decreases mentioned above shall be effective upon receipt by SRC of a written statement
prepared by SRC and countersigned by Joint Oil (which counter signature by Joint Oil shall not be
unreasonably withheld; with the failure by Joint Oil to respond to the request for counter signature within
twenty (20) days after its receipt of such request by SRC shall be deemed to be the counter signature of
Joint Oil and as required hereby) that the applicable work has been duly completed or the date on which
applicable amount has been paid been paid to Joint Oil, as the case may be.
Exhibit 2: Page 3 of 4
SRC hereby waives presentment, protest, promptness, diligence, notice of acceptance and, except
as otherwise expressly provided herein, any other notice or demand with respect to any of the obligations
guaranteed hereunder and acknowledges that Joint Oil shall be entitled without in any way prejudicing or
affecting any of its rights hereunder and without in any way limiting or lessening the liability of SRC
under this guarantee to, without limitation:
(a)
give up, vary, exchange, release, discharge or otherwise deal with or fail to deal with any security
(including any other guarantee) relating to the obligations guaranteed hereunder or this guarantee
all as Joint Oil considers appropriate;
(b)
grant time for payment or any other indulgence in respect of the obligations guaranteed
hereunder, this guarantee or any other obligation or guarantee relating thereto or arising
thereunder;
(c)
accept or make any compositions, arrangements or plans of reorganization with any person as
Joint Oil considers appropriate;
(d)
agree to any change in, amendment to, waiver of, or departure from, any term of any of the
obligations guaranteed hereunder or the Petroleum Agreement, including any renewal, extension,
release, discharge, compromise or settlement of any of the foregoing; and
(e)
abstain from taking, protecting, securing, registering, filing, recording, renewing, perfecting,
insuring or realizing upon any security or other guarantee, exercising any remedy or pursuing or
exhausting any other right, action or recourse against SRC, its successors, or any other person or
any security or other guarantee before exercising its rights under this guarantee; and no loss in
respect of any security received or held for and on behalf of Joint Oil, whether occasioned by
fault, omission or negligence of any kind, whether of Joint or any other person, shall in any way
limit or lessen the liability of SRC under this guarantee.
Joint Oil shall not be bound to exhaust its recourse against SRC or its successors, before being
entitled to payment or performance from the SRC of the obligations guaranteed hereunder.
If Joint Oil has demanded that SRC pay any obligation guaranteed hereunder and SRC has failed
to pay the applicable obligation within the time set forth in the Amending Agreement, then Joint Oil may
proceed directly and at once, without further notice, against SRC to collect and recover the full amount, or
any portion of, such obligation.
SRC shall pay for or reimburse Joint Oil for any and all reasonable out-of-pocket costs or
expenses, including all fees and disbursements of counsel, reasonably incurred or suffered by Joint Oil in
connection with any enforcement by Joint Oil of their respective rights under this guarantee, provided that
such reimbursable costs and expenses and such interest shall not be duplicative of any reimbursable costs
or expenses or any interest payable on or in respect of the same matter or same principal amount payable
by SRC pursuant to the Petroleum Agreement.
No failure on the part of Joint Oil to exercise and no delay in exercising any right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right.
Exhibit 2: Page 4 of 4
Notwithstanding that Petroleum Operations under the Petroleum Agreement may have been
suspended for reasons of Force Majeure as provided in the Petroleum Agreement, this Guarantee and
SRC's obligations hereunder shall be not be suspended during or as a consequence of any event of Force
Majeure.
Any written notice under this guarantee shall be effective, if sent in accordance with the above by
registered mail, at the time of receipt thereof by the party to whom the notice is to be addressed at the
following addresses respectively as the case may be:
JOINT OIL:
Rue Leman – Leman Center
Les Berges du Lac, 1053
Tunis
TUNISIA
SRC:
This guarantee shall become effective upon delivery.
This guarantee shall terminate and cease to be valid on the earlier of the day on which:
(a)
the Second Phase Work Program is completed in accordance with the Amending Agreement; and
(b)
the amount of this letter of guarantee has been reduced to zero in accordance with the terms
hereof.
This guarantee is to be governed by and construed in accordance with the laws of the Province of
Alberta, Canada, excluding any conflict of laws principles or rules therein that would permit or require
the application of the laws of another jurisdiction.
SONDE RESOURCES CORP.
Per:
EXHIBIT 3
FORM OF BANK GUARANTEE
BANK GUARANTEE
[Name and address of bank, including tel. number]
[Department & person authorized in bank]
TO:
JOINT EXPLORATION, EXPLOITATION AND PETROLEUM SERVICES COMPANY
Sirs:
Please be advised that we (Bank name, person authorized in bank ) (the "Bank") hereby open an
irrevocable letter of guarantee in favour of Joint Exploration, Exploitation And Petroleum Services
Company, having its principal office at Rue Leman - Leman Center, 1053, Les Berges du Lac Tunis,
Tunisia (hereinafter called "Joint Oil") by order of and for the account of Sonde Resources Corp. having
its registered office at Suite 3200, 500 - 4th Avenue S.W., Calgary, Alberta, Canada T2P 2V6 (hereinafter
called "SRC") for the maximum amount of [insert forty-five million (45,000,000) / thirty million
(30,000,000) / fifteen million (15,000,000) as applicable] U.S. Dollars with a view to securing the
compliance of SRC with certain of its obligations under paragraphs 3 and 4 of the agreement between
Joint Oil and SRC entitled "Amending Agreement for the Joint Oil Block Exploration and Production
Sharing Agreement" and dated December 24, 2012 (hereinafter called the "Amending Agreement")
which pertains to the Exploration and Production Sharing Agreement dated August 27, 2008 to which
Joint Oil and SRC are currently parties (hereinafter called the "EPSA" and, collectively with the
Amending Agreement and any other amendments thereto, hereinafter called the "Petroleum
Agreement"). Unless otherwise defined herein, words and phrases used herein shall be as defined in the
Petroleum Agreement.
This irrevocable letter of guarantee is effective as of the date hereof.
The maximum amount of this letter of guarantee is available for payment at first request without
any need for notarial notice, judicial or arbitral proceedings on the part of Joint Oil if, on or after the
forty-fifth (45th) day after the end of the period in which the work required to be performed during any
segment of the Second Phase Work Program (as provided for in the Amending Agreement) was to have
been performed:
(a)
SRC has not, as of such date, duly completed all work required for the applicable
segment of the Second Phase Work Program as set forth in the Amending Agreement;
and
(b)
SRC has not, as of such date, paid in full all amounts payable by SRC to Joint Oil as a
consequence of SRC's failure to duly complete all work required for the applicable
segment of the Second Phase Work Program as set forth in the Amending Agreement.
Then, and only then, Joint Oil may demand payment by us as provided hereunder.
Within seven (7) business days after the receipt of written demand for payment from Joint Oil,
signed by the General Manager of Joint Oil, we shall make payment of the amount demanded to the bank
account designated by Joint Oil in the demand. Said signature of the General Manager of Joint Oil shall
be certified by a notary public or other relevant judicial authority in and for the Republic of Tunisia and
sent to us, with a copy to SRC for information, stating that:
(a)
SRC has not duly completed all work required for the applicable segment of the Second Phase
Work Program as set forth in the Amending Agreement; and
(b)
SRC has not previously satisfied in full its obligation to pay to Joint Oil the amount then
guaranteed hereunder.
Any written notice under this letter of guarantee shall be effective, if sent in accordance with the
above by registered mail, at the time of receipt thereof by the party to whom the notice is to be addressed
at the following addresses respectively as the case may be:
Joint Oil:
Rue Leman – Leman Center
1053, Les Berges du Lac
Tunis
TUNISIA
Arab Tunisian Bank (ATB):
Rue Lac Leman
Immeuble Regency
Les Berges du Lac 1053
Tunis, Tunisia
This letter of guarantee shall terminate and cease to be valid on the earlier of the day on which:
(a)
the Second Phase Work Program is completed in accordance with the Amending Agreement; and
(b)
the amount of this letter of guarantee has been reduced to zero in accordance with the terms
hereof.
Notwithstanding anything else herein, it is a condition hereof that the Bank shall not terminate
this letter of guarantee for any reason other than those expressly stated above unless 60 days prior to the
date of such termination the Bank notifies Joint Oil in writing by courier, that the Bank intends to
terminate this letter of guarantee.
This letter of guarantee is to be governed by and construed in accordance with the laws of
Tunisia, excluding any conflict of laws principles or rules therein that would permit or require the
application of the laws of another jurisdiction.
Very truly yours,