Dated 26th May 2006 HIVE-IN AGREEMENT in respect of interests in United Kingdom Continental Shelf Petroleum Production Licence Nos. P.218, P.588, P.140, P.226, P.339 and P.213 CMS Cameron McKenna LLP Mitre House North Silver Street Aberdeen AB10 1RJ T...

EX-10.1 3 exhibit2.htm EX-10.1

Exhibit 10.1

Dated 26th May 2006

(1) TALISMAN ENERGY (UK) LIMITED

(2) TALISMAN ENERGY ALPHA LIMITED

(3) TALISMAN NORTH SEA LIMITED

(4) TALISMAN OIL TRADING LIMITED

(5) TALISMAN EXPRO LIMITED

HIVE-IN AGREEMENT

in respect of interests in United Kingdom Continental Shelf Petroleum Production Licence Nos. P.218, P.588, P.140, P.226, P.339 and P.213

CMS Xxxxxxx XxXxxxx LLP

Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx XX00 0XX

T x00(0)0000 000000

F x00(0)0000 000000

Ref: SMLR/0Z6417.00139

1

Table of Contents

1. Definitions and interpretation

2. Sale and Purchase of the Interests

3. Consideration

4. Interim Period

5. Completion

6. Post Completion

7. Indemnities

8. Warranties

9. Confidentiality and Announcements

10. Notices

11. Costs and Expenses

12. Taxation

13. [Not Used]

14. Further Assurance

15. Variation

16. Severance

17. Assignment

18. General

19. Rights of Third Parties

20. Governing law

Schedule 1 Interests – Part 1

Schedule 1 Interests – Part 2

Schedule 2 Allocation of Final Consideration

Schedule 3 Working Capital

Schedule 4 Interim and Final Completion Statement Formats

Schedule 5 Seller’s Warranties

Schedule 6 Purchaser’s Warranties

2

THIS AGREEMENT is made the 26th day of May 2006

BETWEEN

(1) TALISMAN ENERGY (UK) LIMITED, a company incorporated in England and Wales (registered number 00825828) whose registered office is at 00-00 Xxxxxxx Xxx, Xxxxxx XX0X 0XX (“TEUK”);

(2) TALISMAN ENERGY ALPHA LIMITED, a company incorporated in England and Wales (registered number 04796268) whose registered office is at 00-00 Xxxxxxx Xxx, Xxxxxx XX0X 0XX (“TEAL”);

(3) TALISMAN NORTH SEA LIMITED, a company incorporated in England and Wales (registered number 01061863) whose registered office is at 00-00 Xxxxxxx Xxx, Xxxxxx XX0X 0XX (“TNSL”);

(4) TALISMAN OIL TRADING LIMITED, a company incorporated in England and Wales (registered number 02307374) whose registered office is at 00-00 Xxxxxxx Xxx, Xxxxxx XX0X 0XX (“TOTL”);

(each a “Seller” and together the “Sellers”); and

(5) TALISMAN EXPRO LIMITED, a company incorporated in England and Wales (registered number 3518803) whose registered office is at 00-00 Xxxxxxx Xxx, Xxxxxx XX0X 0XX (the “Purchaser”).

WHEREAS the Sellers wish to sell and the Purchaser wishes to buy the Interests on the terms and conditions set out herein.

NOW THEREFORE IT IS HEREBY AGREED as follows:

1. Definitions and interpretation

Definitions

1.1 In this Agreement the following expressions shall, except where the context otherwise requires, have the following respective meanings:

“Accruals Basis” means that basis of accounting under which costs and benefits are regarded as applicable to the period in which the liability for the cost is incurred or the right to the benefit arises regardless of when invoiced, paid or received;

“Adjustment” means any or all (as the context may require) of the Working Capital Adjustment, the Cash Calls Adjustment, the NPR Adjustment, the Petroleum Sales Adjustment and the Interim Period Adjustment together with such amounts (if any) equivalent to interest payable in accordance with Clause 3.16;

“Adjustment Clauses” has the meaning given in Clause 3.5.1;

“AFE” means an authorisation for expenditure pursuant to an agreement relating to the Interests;

“Affiliate” means in relation to a Party, any company or legal entity that controls or is controlled by, or which is controlled by an entity which controls, such Party, where “control” means the ownership, directly or indirectly, of more than fifty percent (50%) of the voting rights in a company or other legal entity, the right to appoint the majority of the board of directors (or equivalent body) of a company or legal entity or the contractual right to exercise a controlling influence over a company or other legal entity;

“Agreed Rate” means one (1) percentage point above LIBOR;

“Agreement” means this agreement including the recital and the Schedules attached hereto;

“Assignment Documents” means the assignment and novation agreements in respect of the Interests Documents, which shall (to the extent appropriate) be executed as execution deeds in accordance with the Master Deed issued by UKOOA and dated 28 April 2003 together with any other documents the Sellers (acting reasonably) consider necessary to effect the assignment and transfer of the Interests to the Purchaser and to release the Sellers and their respective Affiliates from contractual liability to the Relevant Third Parties and any other third parties with respect to the Interests;

“Backstop Date” has the meaning given in Clause 2.4;

“Benefits” means income, receipts, rebates, credits and other benefits of whatsoever nature and howsoever arising;

“Block” means a licence block on the United Kingdom Continental Shelf;

“Business Day” means a day (other than a Saturday, a Sunday or a legal bank or public holiday) on which clearing banks are or, as the context may require, were generally open for business in England;

“Cash Calls Adjustment” has the meaning given in Clause 3.7;

“Chargeable Period” means a period of six months ending at the end of June or December as applicable;

“Claim Threshold” has the meaning given in Clause 8.7.2;

“Completion” means the completion of the sale and purchase of the Interests in accordance with the provisions of this Agreement;

“Completion Date” means the date on which Completion takes place;

“Conditions Precedent” means the conditions precedent to Completion set out in Clause 2.2;

“Confidential Information” has the meaning given in Clause 9.1;

“Consideration” has the meaning given in Clause 3.1;

“CT” or “Corporation Tax” means corporation tax as charged under the Income and Corporation Taxes Act 1988 (as amended) including, unless otherwise expressly stated, the supplementary charge in respect of ring fence trades under section 501A Income and Corporation Taxes Xxx 0000;

“Data” means all data in the possession of the Sellers relating directly to the Interests and forming part of the property jointly owned by the Sellers and the other parties to the XXXx including petroleum engineering, reservoir engineering, drilling, geological, geophysical and all other kinds of technical data and reports, samples, well-logs and analyses in whatever form the same are maintained, but excluding internal memoranda, reports, interpretations and documents created for the relevant Seller’s (or its Affiliates’) own use and Traded Data;

“Decommissioning Liabilities” means any Obligations incurred in relation to abandonment and/or decommissioning and/or removing and making safe all property (whether or not in existence as at the date of this Agreement) related to the Interests (including platforms, pipelines, plant, machinery, xxxxx, facilities and all other offshore and onshore installations and structures and drill cuttings) whether such Obligations are incurred under or pursuant to any of the Interests Documents or under statutory, common law or other obligation (whether or not in existence as at the date of this Agreement) and including any residual liability for anticipated and/or necessary continuing insurance, maintenance and monitoring costs;

“Default Rate” means three (3) percentage points above LIBOR;

“Disclosure Letter” means the letter of even date herewith delivered to the Purchaser by the Sellers which sets out certain disclosures against the Warranties;

“Dollars” or “$” means the lawful currency for the time being of the United States of America;

“Economic Date” means 00:01 hours (London time) on 1 January 2006;

“Encumbrances” means all liens, charges (fixed or floating), security interests, pledges, options, net profit interests, rights of pre-emption, mortgages and other third party rights;

“Environment” means all or any of the following, alone or in combination: the air (including the air within buildings and the air within any other natural or man-made structures above or below ground or above or below water), water (including seawater inside or outside any territorial limits, freshwater and water under or within land or in pipes or sewerage systems), soil and land (including the seabed and land under water) and any ecological systems and living organisms supported by those media including man;

“Environmental Law” means all United Kingdom and European Union acts and laws, international treaties, national, federal, provincial, state or local statutes, the common law, and any codes of law (having legal effect), in any relevant jurisdiction concerning:

(a) harm or damage to or protection of the Environment and/or the provision of remedies in respect of or compensation for harm or damage to the Environment; and/or

(b) emissions, discharges, releases or escapes into or the presence in the Environment of Hazardous Substances or the production, processing, management, treatment, storage, transport, handling or disposal of Hazardous Substances or the disposal or abandonment of any fixed or floating offshore installation; and/or

(c) worker or public health and safety,

and any bylaws, regulations or subordinate legislation, judgements, decisions, notices, orders, circulars, technical instructions, licences or permits and codes of practice from time to time issued or made thereunder;

“Environmental Liabilities” means any Obligations in respect of the Interests under any Environmental Law or in relation to cleaning up, decontamination of, removing and disposing of debris or any property (including platforms, pipelines, plant, machinery, xxxxx, facilities and all other offshore and onshore installations and structures and drill cuttings) from and for reinstating any area of land, foreshore or seabed, wherever situated, whether such Obligations are incurred under or pursuant to any of the Interests Documents or under any Environmental Law or other obligation and including any residual liability for anticipated and/or necessary continuing insurance, maintenance and monitoring costs;

“Field” means an oil field referred to at Part A, Part B, Part D, Part G, Part I and Part J of Part 1 of Schedule 1;

“Field Facilities” means the hydrocarbon production, processing and transportation facilities and the interconnecting pipelines used in relation to a Field and wholly owned by the Field Group;

“Field Group” means the parties to a JOA;

“Final Completion Statement” has the meaning given in Clause 3.13;

“Final Consideration” has the meaning given in Clause 3.4;

“Government” means the government of the United Kingdom;

“Hazardous Substances” means any wastes, pollutants, contaminants and any other natural or artificial substances (whether in the form of a solid, liquid, gas or vapour, and whether alone or in combination) which are capable of causing harm or damage to the Environment;

“HMRC” means Her Majesty’s Revenue and Customs;

“Indemnified Party” has the meaning given in Clause 7.9.1;

“Indemnifying Party” has the meaning given in Clause 7.9.1;

“Interests” means

(a) the relevant Seller’s undivided legal and beneficial interest in each Licence;

(b) the relevant Seller’s entire interest in and under the JOA in relation to each Licence;

(c) the relevant Seller’s entire interest in the Field Facilities; and

(d) the relevant Seller’s entire interest in the Data

together in each case with all rights and obligations attaching thereto and including but not limited to (i) the right to take and receive a consequent share of all Petroleum produced under the Licences on and after the Economic Date and (subject to Clauses 3.9 and 12) to receive the gross proceeds from the sale or other disposition thereof; (ii) a consequent share of the relevant Seller’s right, title and interest in and to jointly-owned funds, jointly owned property and all other assets which are or may be owned pursuant to or under any of the Interests Documents; and (iii) all rights, liabilities and obligations associated with such interest under the Interests Documents;

“Interests Documents” means those documents listed as such in Schedule 1 which relate to each part of the Interests or, where the context so requires, any one or more of such documents;

“Interim Completion Statement” has the meaning given in Clause 3.11;

“Interim Period” means the period from and including the Economic Date up to and including the Completion Date;

“Interim Period Adjustment” has the meaning given in Clause 3.10;

IVRRH Assets” has the meaning given in Clause 2.5;

“IVRRH JOA” means the JOA in respect of the Ivanhoe, Xxx Xxx and Xxxxxx Xxxxxx as set out in Parts A and B of Schedule 1, Part 1;

“IVRRH Licences” means Licences P.218 and P.588, as set out in Parts A and B of Schedule 1, Part 1;

“JOA” means the joint operating agreement currently in force in respect of operations pursuant to a Licence and identified as such in Schedule 1, Part 1;

“LIBOR” means the one month London inter-bank offered rate for Dollars as published electronically on Reuters as the official quotation at closing (last trade) London time on the relevant day of the relevant period in respect of which interest (or an amount equivalent thereto) is to be calculated, or the next day thereafter for which a rate is so published;

“Licence” means each or any of the licences of which details are set out in Part 1 of Schedule 1;

“Licence Operator” means the entity appointed operator pursuant to a JOA and in the case of each Licence the current Licence Operator is identified in the relevant Part of Part 1 of Schedule 1;

“Natural Gas” means any hydrocarbons or mixture of hydrocarbons and other gases transported in a gaseous state;

“Notification Date” means the date on which the last of the Conditions Precedent has been fulfilled or waived;

“Notional CT” means an amount calculated in accordance with the principles of corporation tax as defined in Income and Corporation Taxes Act 1988 (“ICTA88”) including supplementary charge in accordance with sections 501A to 501B ICTA88 arising in respect of profits from ring fence trades in accordance with section 502 ICTA88. Provided that any changes in the statutory rate of corporation tax and/or supplementary charge applicable after the Economic Date shall require the basic rate of 30% and/or the percentage in section 501A ICTA 1988 to be amended for the purposes of this Agreement to reflect the amended rate(s);

“NPR Adjustment” (being the Adjustment in respect of non-Petroleum receipts) has the meaning given in Clause 3.8;

“Obligations” means costs, charges, expenses, liabilities and obligations of whatsoever nature and howsoever arising;

“Operator” means a Licence Operator;

“Person” means any person, company, consortium, association, entity, Government, Government Entity, or any agency or subdivision of the Government;

“Party” or “Parties” means a party or parties to this Agreement;

“Petroleum” shall have the meaning given in the Licences;

“Petroleum Sales Adjustment” has the meaning given in Clause 3.9;

“Pounds Sterling” or “£” means the lawful currency for the time being of the United Kingdom;

“PRT” or “Petroleum Revenue Tax” means petroleum revenue tax charged under the Oil Taxation Xxx 0000;

“Relevant Claim” means:

(a) any claim by the Purchaser against the Sellers for breach of the Warranties; and/or

(b) any other claim whether by law, in contract, tort, delict or otherwise against the Sellers arising out of any of the other provisions of this Agreement or matters the subject hereof;

“Relevant Third Parties” means the parties (other than the relevant Seller(s) and the Purchaser) to any or all of the Interests Documents;

“Representations” has the meaning given in Clause 8.5;

“Securities and Exchange Commission” means the Securities and Exchange Commission of the United States of America;

“Secretary” means the Secretary of State for Trade and Industry of Her Majesty’s Government of the United Kingdom and any successor in relevant function in relation to the Licences;

“Taxation” means all forms of taxation, duties, levies, imposts, charges and withholdings, direct or indirect, created or imposed as a form of taxation by any taxing, fiscal or other appropriate authority of the United Kingdom or any other relevant jurisdiction and (without prejudice to the generality of the foregoing) includes:

(a) corporation tax, the supplementary charge, capital gains tax, PRT, royalty, inheritance tax, value added tax, customs and other import or export duties, excise duties, stamp duty land tax, social security or withholdings similar to or supplementing or replacing the foregoing or any of them; and

(b) all penalties, charges, interest, fines, costs and expenses, loss of relief, allowance or credit relating to any form of, or claim for, taxation or other imposition referred to in paragraph (a);

“Tax Authority” means any revenue, customs or fiscal, governmental, state, community, municipal or regional authority or Person competent to impose, administer or collect any Taxation;

“Third Party” has the meaning given in Clause 7.9.1;

“Third Party Claim” has the meaning given in Clause 7.9.1;

“Traded Data” means, with respect to a Block comprised within the Interests, data which relates to an area outside such Block and which has been acquired by trade, purchase or otherwise by and on behalf of a Seller (either alone or in conjunction with third parties) from a third party or parties, and/or data which relates to such a Block and has been acquired as aforesaid which in both cases cannot be provided to the Purchaser because such transfer is prohibited by the agreement under which it was acquired;

“Transfer Period” means the Chargeable Period during which Completion takes place;

“UKOOA” means the UK Offshore Operators Association;

“VAT” or “Value Added Tax” means value added tax as charged under the Value Added Tax Xxx 0000;

“Warranties” means the warranties given by the Sellers to the Purchaser set out in Schedule 5; and

“Working Capital Adjustment” has the meaning given in Clause 3.6.

Interpretation

1.2 All references to Clauses and Schedules (and Parts thereof) are, unless otherwise expressly stated, references to clauses of and schedules (and parts thereof) to this Agreement.

1.3 The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.

1.4 Unless the context otherwise requires in this Agreement the singular shall include the plural and vice versa.

1.5 References in this Agreement to any statute, statutory provision or other legislation include a reference to that statute, statutory provision or legislation as amended, extended, re-enacted, consolidated or replaced from time to time (whether before or after the date of this Agreement) and include any order, regulation, instrument or other subordinate legislation made under the relevant statute, statutory provision or legislation.

1.6 Unless the context otherwise requires references to persons shall include natural persons, bodies corporate, unincorporated associations and partnerships and shall include such person’s successors and permitted assigns.

1.7 Unless the context otherwise requires, references to documents and agreements shall be construed as references to those documents or agreements as may have been amended, supplemented and/or novated from time to time.

1.8 Any reference to “writing” or “written” includes faxes and any legible reproduction of words delivered in permanent and tangible form (but does not include e-mail).

1.9 References in this Agreement to the words “include”, “including” and “other” shall be construed without limitation.

1.10 Reference to any document as being “in the agreed form” shall mean that it is in the form agreed between the Sellers and the Purchaser and signed for the purposes of identification by or on behalf of the Sellers and the Purchaser before the execution of this Agreement.

1.11 The obligations of the Sellers under this Agreement shall be joint and several.

2. Sale and Purchase of the Interests

2.1 Subject to the terms of this Agreement, each Seller hereby agrees to transfer to the Purchaser and the Purchaser hereby agrees to acquire from the Sellers the Interests with full title guarantee and free from all Encumbrances (subject to the terms of the Interest Documents).

2.2 The obligations of the Parties to complete the sale and purchase of the Interests under this Agreement are conditional on fulfilment or waiver, in accordance with the terms of this Agreement, of the following conditions (“Conditions Precedent”):

2.2.1 all necessary written consents, approvals or waivers, as the case may be, by the Relevant Third Parties in relation to the transfer by the Sellers to the Purchaser of the Interests being obtained (including the waiver, non-exercise or expiry of any pre-emption rights), in form and substance reasonably acceptable to the Sellers and the Purchaser, and the execution of the Assignment Documents by such Relevant Third Parties (other than the Secretary); and

2.2.2 the Secretary’s consent to the assignment of the Licences being obtained; in form and substance reasonably acceptable to the Sellers and the Purchaser.

2.3 The Purchaser shall provide and/or procure the provision of such parent company guarantee and/or alternative security as may be required by:

2.3.1 the Secretary, in order to obtain fulfilment of the Conditions Precedent; and

2.3.2 the parties (or any of them) to any Interests Document(s) in order to obtain the release of the Sellers from their obligations thereunder.

Each Party shall, and shall procure that each of its Affiliates shall, use reasonable endeavours to procure the satisfaction of the Conditions Precedent including the execution of all such other documents, acts and things as may be reasonably required in order to satisfy the Conditions Precedent.

2.4 Without prejudice to the provisions of Clause 2.6, the Parties shall each use all reasonable endeavours to obtain fulfilment of the Conditions Precedent as soon as practicable and in any event by 30 November 2006 (or such later date as the Sellers may agree in writing) (the “Backstop Date”).

2.5 In the event that either (i) any of the Conditions Precedent set out in Clause 2.2 have not been fulfilled or waived or (ii) a Relevant Third Party is entitled to require a reassignment to the Seller in the event that the Purchaser ceases to be an affiliate of the Seller and has not waived or has been deemed not to have waived such rights in each case by 15 November 2006 (or such later date as the Parties may agree) in respect of the IVRRH JOA, then the IVRRH Licences and the IVRRH JOA and its related agreements, Field Facilities and Data (“IVRRH Assets”) shall cease to be part of the Interests for the purpose of this Agreement and this Agreement shall be deemed amended accordingly. In such event, the Parties shall be freed and discharged from all liability with respect thereto under this Agreement (save in respect of any breach of Clause 2.3) and all right title and interest thereto shall remain with the relevant Seller. On the IVRRH Assets ceasing to form part of the Interests under this Clause 2.5, the Consideration shall be reduced by the amount allocated to the IVRRH Assets and associated Plant and Machinery Allowance in Schedule 2 and the amount of Working Capital Adjustment shall be determined without reference to the IVRRH Assets.

2.6 If the Conditions Precedent are not satisfied or waived on or before the Backstop Date except as provided in Clause 2.5 then, subject to Clause 9.3, this Agreement shall automatically terminate without liability to either the Sellers or the Purchaser in respect of any such termination, save in respect of any prior breach of this Agreement.

2.7 Each Party shall promptly provide to the other Parties all such information and documentation concerning that Party as may be necessary to enable the other Parties to prepare and submit all necessary filings required by the Government in connection with the transaction contemplated by this Agreement and otherwise to satisfy the Conditions Precedent.

2.8 Waiver of any of the Conditions Precedent set out in Clause 2.2 shall require the mutual written consent of the Sellers and the Purchaser.

2.9 Subject to Clause 2.5, neither the Purchaser nor the Sellers shall be obliged to complete the purchase of any of the assets comprising the Interests unless the sale of all of the assets comprising the Interests are completed simultaneously.

3. Consideration

3.1 The consideration for the transfer of the Interests shall be the payment by the Purchaser to the Sellers of the sum of one hundred and thirty five million Dollars ($ 135,000,000) (the “Consideration”) as adjusted pursuant to this Agreement.

3.2 [Not Used]

3.3 Subject to Clause 12, the Final Consideration shall be allocated as set out in Schedule 2. The Sellers and the Purchaser agree that the said allocation is a just and reasonable apportionment of the Final Consideration.

3.4 The consideration payable by the Purchaser to the Sellers for the transfer of the Interests (the “Final Consideration”) shall be determined as follows:

Final Consideration = (A + B) plus/minus (as the case may be) (C + D) plus (E + F) minus (G + H) minus (I + J) plus (K + L)

A means the Consideration;

B means the interest calculated on A pursuant to Clause 3.16.1;

C means the Working Capital Adjustment;

D means the interest calculated on C pursuant to Clause 3.16.2(a);

E means the Cash Call Adjustment;

F means interest on each cash call comprised in E calculated pursuant to Clause 3.16.2(b);

G means the NPR Adjustment;

H means interest on each receipt comprised in G calculated pursuant to Clause 3.16.2(c);

I means the Petroleum Sales Adjustment;

J means interest on each receipt comprised in I calculated pursuant to Clause 3.16.2(d);

K means the Interim Period Adjustment;

L means interest on each item of expenditure comprised in K calculated pursuant to Clause 3.16.2(e);

3.5

3.5.1 Where any sums are taken into account in an Adjustment or are payable by the Purchaser to the Sellers or by the Sellers to the Purchaser pursuant to Clause 3, Clause 7.3 or Clause 12 (together the “Adjustment Clauses”) or pursuant to a warranty claim under Clause 8, the same shall operate by way of increases or decreases, as the case may be, in the Final Consideration.

3.5.2 No item taken into account in calculating any one Adjustment or other increases or decreases as the case may be under the Adjustment Clauses or Clause 8 as aforesaid shall be taken into account in calculating any of the other Adjustments so as to result in a Party making or receiving payment twice in respect thereof.

3.5.3 No Adjustment under this Clause 3 shall be made in respect of any matter to which Clause 7.6 applies.

3.5.4 All payments to be made under this Agreement shall be made in Dollars unless otherwise agreed between the Parties in writing and shall be paid in cash in immediately cleared funds (without set-off, withholding or any deduction of any kind including, but not limited to, for any Taxation, banking transfer or other costs or claims) directly into the Sellers Account or the Purchaser’s Account (as the case may be) by bank transfer unless otherwise agreed in writing between the Sellers and the Purchaser.

Working Capital Adjustment

3.6

3.6.1 The Working Capital Adjustment, which if positive shall increase the Final Consideration and if negative shall reduce the Final Consideration, shall be the amount calculated in respect of each of the categories listed in Schedule 3 as at the Economic Date by reference to the statements provided by the relevant Operators and otherwise in accordance with Schedule 3.

3.6.2 The Sellers shall prepare a statement of the Working Capital Adjustment for each of the categories listed in Schedule 3 and shall submit such statement to the Purchaser as soon as practicable after, and in any event no later than, the sixtieth (60th) day following the date of this Agreement. The Parties shall endeavour to agree the amount of the statement before Completion and, failing such agreement, the matter shall be dealt with in accordance with Clauses 3.12 and 3.14 and the statement of the Working Capital Adjustment shall be revised to reflect any agreed or determined adjustments (prior to Completion, if practicable).

Cash Calls Adjustment

3.7 The Cash Calls Adjustment, which shall increase the Final Consideration, shall be the sum of all cash calls and invoices paid in respect of the Interests by the Sellers during the Interim Period relating to periods after the Economic Date pursuant to the Interests Documents.

NPR Adjustment

3.8 The NPR Adjustment, which shall decrease the Final Consideration, shall be the sum of all income and other receipts received by the Sellers (other than those dealt with by the Petroleum Sales Adjustment under Clause 3.9) in respect of the Interests during the Interim Period, provided that any such income or receipt which relates to any period prior to the Economic Date and which has not been taken into account in the Working Capital Adjustment shall inure to the benefit of the Sellers.

Petroleum Sales Adjustment

3.9

3.9.1 The Petroleum Sales Adjustment, which shall decrease the Final Consideration, shall be the sum of all receipts under or in connection with any contract for the sale and/or supply of Petroleum from and in relation to the Interests that, following the Economic Date and in respect of any Petroleum which (being oil) is lifted or (being Natural Gas) is delivered at any time after the Economic Date, are received by or credited to the Sellers.

3.9.2 For the avoidance of doubt, the Parties agree that no adjustment shall be made at Completion as part of the Petroleum Sales Adjustment in respect of any receipts under or in connection with any contract for the sale and/or supply of Petroleum as aforesaid where such receipts have not been received by or credited to the Sellers prior to the Completion Date. Instead, the Parties agree that forthwith following each receipt by or crediting to the relevant Seller of any such receipts after Completion, the Sellers shall pay the Purchaser the amount equal to such receipts. The Parties further agree that any payments made by the Sellers to the Purchaser under this Clause 3.9.2 shall decrease the Final Consideration where any Petroleum (being oil) is lifted or (being Natural Gas) is delivered prior to the Completion Date and shall have no effect on the Final Consideration where such lifting or delivery takes place after the Completion Date.

Interim Period Adjustment

3.10 The Interim Period Adjustment, which shall increase the Final Consideration, shall be the sum of all expenditure incurred or paid in respect of the Interests by the Sellers during the Interim Period including, without limitation, demurrage, brokers’ fees (other than fees of stockbrokers and advisers engaged in relation to the matters referred to herein) insurance premia and deductibles and all other costs and expenses incurred or paid by the Sellers in respect of the Interests which are in respect of the period on and after the Economic Date and which have not been met by cash calls or other payments taken into account under the foregoing provisions of this Clause 3.

Interim Completion Statement/Estimate of Adjustments

3.11 The Sellers shall provide the Purchaser with a written statement of the Final Consideration balances, giving an estimate of the sum of all Adjustments (including, for the avoidance of doubt, the Working Capital Adjustment referred to under Clause 3.6) which are expected to be required as at the Completion Date, together with amounts equivalent to interest in accordance with Clause 3.16 to be made hereunder in respect of the Interests (the “Interim Completion Statement”). Such statement shall be provided no later than ten (10) Business Days prior to Completion. The Sellers may update the same and the Parties shall endeavour to agree the statement before Completion, failing which the matter shall be dealt with in accordance with Clauses 3.12 and 3.14. This Interim Completion Statement shall be in the format set out in Schedule 4.

3.12 If any of the amounts or portions thereof contained in the statements to be delivered pursuant to Clauses 3.6.2 and 3.11 have not been agreed or determined prior to Completion, the disputed amounts or portions of the Adjustments shall be left out of account and the undisputed balances of the Adjustments shall be set off against each other.

The resultant balance in relation to the Interests shall be set off added to, or subtracted from (as the case may be) the amount of the Final Consideration stated in Clause 3.4, and such amount so adjusted, shall be payable at Completion. Payment of disputed amounts or portions thereof shall be made within five (5) Business Days following agreement of the Parties or determination under Clause 3.14.

Final Completion Statement/Final Adjustments

3.13 Within ninety (90) days after Completion, and without prejudice to the provisions of Clause 7, the Sellers shall provide the Purchaser with a written statement giving the final amount of the Final Consideration and all Adjustments to be made hereunder in respect of the Interests. If the Parties shall fail to agree any such statement within fifteen (15) Business Days of receipt by the Purchaser, the statement shall be referred for determination in accordance with the provisions of Clause 3.14. The agreed or determined amount, to the extent not already paid or taken into account on Completion, shall be paid by the Purchaser or the Sellers (as the case may be). Payment of agreed or disputed amounts or portions thereof shall be made within five (5) Business Days following either agreement of the Parties or determination under Clause 3.14 (as the case may be). This final completion statement (the “Final Completion Statement”) shall be in the format set out in Schedule 4. For the avoidance of doubt, the provisions of this Clause 3.13 shall not apply to any tax adjustments pursuant to Clause 12.

Independent determination

3.14 If the Parties cannot reach agreement on the contents of all or part of the statements referred to in Clauses 3.6.2, 3.11 and/or 3.13 within the time limit provided in Clause 3.13, the disputed items may be referred by any Party for determination by an independent chartered accountant nominated by the Parties or, in the absence of agreement between the Parties within five (5) Business Days of a Party notifying the other that it proposes to refer the dispute to an expert, by the President of the Institute of Chartered Accountants in England and Wales. Subject to Clause 9, the nominated chartered accountant shall be afforded such access to books, records, accounts and documents in the possession of the Parties as he may reasonably request, and he shall act as expert not as arbitrator. The said accountant’s determination shall, in the absence of fraud or manifest error or bias, be final and binding on the Parties, his fees and disbursements shall be borne one half by the Sellers and one half by the Purchaser in equal shares and the Parties shall bear their own costs in respect of such reference.

3.15 The Sellers shall provide the Purchaser with copies of all Operator’s reports, billing statements and correspondence and any and all other relevant documentation in support of the statements referred to in Clauses 3.6.2, 3.11 and 3.13 to the extent the same are not already in the possession of the Purchaser. The Parties shall liaise on the compilation and agreement of the said statements.

Interest

3.16

3.16.1 An amount equivalent to interest (calculated on a compounded basis on the accumulated daily balances) at the Agreed Rate shall be payable to the Sellers on the amount of the Consideration from the Economic Date up to and including the Completion Date.

3.16.2 In respect of Adjustments under Clause 3.4:

(a) an amount equivalent to interest (calculated on a compounded basis on the accumulated daily balances) at the Agreed Rate shall be payable on the Working Capital Adjustment from the Economic Date up to and including the Completion Date, and, in the case of final adjustments or disputed items, thereafter up to and including the date of settlement thereof;

(b) an amount equivalent to interest (calculated on a compounded basis on the accumulated daily balances) at the Agreed Rate shall be payable on each cash call (adjusted in accordance with Clause 12) comprised in the Cash Calls Adjustment from the date on which such cash call is paid by the relevant Sellers up to and including the date of settlement of such element of the Cash Calls Adjustment;

(c) an amount equivalent to interest (calculated on a compounded basis on the accumulated daily balances) at the Agreed Rate shall be payable on each receipt comprised in the NPR Adjustment from the date such income is received by the Sellers up to and including the date of settlement of such element of the NPR Adjustment;

(d) an amount equivalent to interest (calculated on a compounded basis on the accumulated daily balances) at the Agreed Rate shall be payable on each receipt comprised in the Petroleum Sales Adjustment from the date of such receipt by or credit to the relevant Seller up to and including the date of settlement of such element of the Petroleum Sales Adjustment; and

(e) an amount equivalent to interest (calculated on a compounded basis on the accumulated daily balances) at the Agreed Rate shall be payable on each item of expenditure comprised in the Interim Period Adjustment from the date such item of expenditure is paid by the relevant Seller up to and including the date of settlement of such element of the Interim Period Adjustment;

3.16.3 The Sellers and the Purchaser agree that the amounts set out in this Clause 3.16 are adjustments to elements of the Final Consideration and not actual interest on any debt between the Sellers and the Purchaser and agree to submit their Corporation Tax returns on that basis.

Currency conversion

3.17 Where any sums payable by the Purchaser to the Sellers or by the Sellers to the Purchaser pursuant to Clauses 3, 7, 8 or 12 are expressed in currencies other than Dollars, the same shall be translated into Dollars at the arithmetical average of the spot closing mid point rates quoted in the Financial Times for the currency concerned on each Business Day during the calendar month in which the relevant payment is made or received (as the case may be) and shall be paid to or by the Sellers in Dollars.

4. Interim Period

4.1 From the date of this Agreement until Completion, each Seller shall (to the extent it is permitted to do so under the Interests Documents and subject to any confidentiality obligations by which they are bound):

4.1.1 continue to carry on their activities in relation to the Interests in accordance with good oil and gas field practice;

4.1.2 promptly and to the extent practicable in the circumstances consult with the Purchaser in relation to any material decision in connection with the Interests, provided that nothing in this Clause 4.1.2 shall operate to xxxxxx the discretion of each Seller in exercising its votes in respect thereto;

4.1.3 except as disclosed in the Disclosure Letter, not trade, relinquish, surrender, sell, assign or amend the Interests (or agree to do any of the foregoing in the future) without the prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed);

4.1.4 not amend or agree to amend any of the Interests Documents or waive any of its rights under the Interests Documents without the prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed);

4.1.5 not approve any work programme, budget, expenditure or capital commitment relating to the Interests involving expenditure in excess of five hundred thousand Dollars ($500,000) (net Seller’s share) in any case other than:

a. any such expenditure covered by any budget approved prior to the date of this Agreement; or

b. any such expenditure in respect of which the Purchaser has given its prior written approval (not to be unreasonably withheld or delayed); or

c. any expenditure necessitated by any emergency (in which case the Sellers shall consult with the Purchaser to the extent practicable in the circumstances); or

d. any expenditure agreed or forming part of a process agreed pursuant to any Interests Document including cash calls and Operator xxxxxxxx; and

4.1.6 keep the Purchaser informed in a timely manner of all material matters in relation to the Interests, including:

e. the payment of any cash call;

f. the approval of any AFE;

g. the adoption or proposal of, or amendment to, any work programmes and budgets; and

h. the receipt of Operators’ billing statements and invoices.

4.1.7 in respect of such policies of insurance as are maintained by the Seller in respect of the Interests and are in force at the date hereof, continue to maintain in full force and effect such policies of insurance, (subject to the provisions of Clauses 3.10 and 12) pay all premia falling due for payment by the Seller in respect thereof, make and pursue all claims which can be made under such policies in respect of any loss of or damage to the Interests, and (subject to the provisions of Clause 12) account to the Purchaser (after, as well as before Completion) for any amounts received by the Seller in or towards settlement of such claims where the loss or damage to which they relate was suffered after the Economic Date (and to the extent that such amounts have not been applied by the Seller towards reinstatement). Notwithstanding the provisions of Clause 3.10, the Seller shall be entitled to retain for its own account so much of the premium paid by it for the period of insurance in which the Completion Date falls as is rebated to the Seller by reason of such insurance terminating on the Completion Date.

5. Completion

5.1 Completion under this Agreement shall take place at the offices of the Sellers on either the last Business Day of the month if the Notification Date is ten (10) or more Business Days prior to the last Business Day of such month of notification or on the last Business Day of the immediately succeeding month if the Notification Date is less than ten (10) Business Days prior to the last Business Day of such month of notification, or at such other location and/or at such other time as the Parties may agree in writing.

5.2 On the Completion Date all but not part of the following business shall be transacted:

5.2.1 The Purchaser shall:

i. pay to the Sellers the Final Consideration, by means of telegraphic transfer in immediately available funds as directed by the Sellers for value in Dollars on such Completion Date;

j. deliver to the Sellers (to the extent not already delivered prior to Completion) a copy of the relevant guarantees, releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser;

k. deliver to the Sellers (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; and

l. execute and deliver those of the Assignment Documents to which it is a signatory.

5.2.2 The Sellers shall, after confirmation of receipt of the amounts payable under Clause 5.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion):

m. the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser;

n. a copy of other relevant guarantees, releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Sellers; and

• . a copy, certified as a true copy and in full force and effect by a director or the legal manager of each Seller, of (i) a resolution of the board of directors of each Seller authorising its entry into the transactions contemplated by this Agreement; and (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of each Seller.

5.2.3 Neither the Sellers nor the Purchaser shall be obliged to complete the transfer of the Interests unless all those things set out in Clause 5.2.1 and Clause 5.2.2 are carried out simultaneously, but this Clause shall not prejudice any rights or remedies available to a Party in respect of the default on the part of an other Party.

5.2.4 Title to the Interests shall pass from the Sellers to the Purchaser upon Completion.

6. Post Completion

6.1 The Sellers shall ensure that (to the extent not delivered prior to Completion) the Interests Documents and all Data in the possession or control of the Sellers (or copies thereof, if originals are not in the Sellers possession) are made available for collection by the Purchaser, at its own expense, within normal business hours as soon as reasonably practicable after the Completion Date.

6.2 The Purchaser acknowledges that the Sellers shall have the right to retain copies of any of the Interests Documents and Data, subject to the same being maintained in confidence in accordance with the provisions of Clause 9.

6.3 Upon each and every Seller’s request, from time to time, the Purchaser will support any application by such Seller for release from any notice or notices issued to the Seller or any of its Affiliates under section 29 of the Xxxxxxxxx Xxx 0000.

7. Indemnities

7.1 The Sellers shall be liable for Obligations in respect of the Interests which accrue in or relate to any period before the Economic Date and the Sellers shall be entitled to all Benefits in respect of the Interests which accrue in or relate to any period before the Economic Date.

7.2 The Purchaser shall be liable for all Obligations in respect of the Interests which accrue in or relate to any period on or after the Economic Date and the Purchaser shall be entitled to all Benefits in respect of the Interests which accrue in or relate to any period on or after the Economic Date.

7.3 Save to the extent that account is taken thereof in the Adjustments under Clause 3, and subject to Clause 8,

7.3.1 if any Obligations in relation to the Interests are incurred by the relevant Seller in respect of any period on or after the Economic Date, the Purchaser shall reimburse and indemnify the relevant Seller in respect thereof;

7.3.2 if any Obligations in relation to the Interests are incurred by the Purchaser in respect of any period prior to the Economic Date, the relevant Seller shall reimburse and indemnify the Purchaser in respect thereof;

7.3.3 if any Benefits in relation to the Interests accrue to a Seller in respect of any period on or after the Economic Date, the Seller shall account to and reimburse the Purchaser in respect thereof; and

7.3.4 if any Benefits in relation to the Interests accrue to the Purchaser in respect of any period prior to the Economic Date, the Purchaser shall account to and reimburse the relevant Seller in respect thereof.

7.4 Any amount to be paid or reimbursed in accordance with Clause 7.3 or any other provision of this Clause 7 shall be paid or reimbursed within ten (10) Business Days of receipt thereof (or, in the case of Obligations in relation to the Interests, within ten (10) Business Days of receipt of notification from the Party which has incurred such Obligations) to the Sellers Account or the Purchaser’s Account (as appropriate).

7.5

7.5.1 For the avoidance of doubt, and without prejudice to the provisions of Clauses 7.1, 7.2, and 7.3, any Benefits or Obligations (including the cost of any audit) accruing in respect of the Interests in the form of amounts receivable or payable resulting from an audit pursuant to a JOA or from any other subsequent adjustment in relation to the operation of, and expenditure attributable to, the Interests in the period prior to the Economic Date shall accrue to the Sellers. Where any such audit takes place after the Completion Date, the Purchaser shall use all reasonable endeavours to enable the relevant Seller to make representations directly to any relevant Operator and shall in any event be obliged to take account of the relevant Seller’s representations in connection with such audit and to notify the relevant Seller’s of any audit adjustment as soon as practicable after the results of such audit are known. If as a result of any audit adjustment or otherwise, either the Sellers or the Purchaser is, on the principles set out in Clauses 7.1, 7.2, and 7.3, so liable to pay any amount to the other, then, to the extent that account has not already been taken of such amount in the Adjustments under Clause 3, or the amount has not otherwise been paid in accordance with Clause 7.3, such amount shall be paid to the Sellers Account or the Purchaser’s Account (as appropriate) within thirty (30) Business Days after the amount receivable or payable as a result of such an audit or other subsequent adjustment has been taken into account by the relevant Operator in the Operator’s billing statement.

7.5.2 In the event of a dispute between the Parties concerning an audit referred to in Clause 7.5.1, the disputed matter may be referred by any Party for determination by an independent chartered accountant nominated by the Parties or, in the absence of agreement between the Parties within five (5) Business Days of a Party notifying the other that it proposes to refer the dispute to a chartered accountant, appointed by the President of the Institute of Chartered Accountants in England and Wales. The nominated chartered accountant shall be afforded such access to books, records, accounts and documents in the possession of the Parties as he may reasonably request, and he shall act as expert not as arbitrator. The said accountant’s determination shall, in the absence of fraud or manifest error or bias, be final and binding on the Parties, his fees and disbursements shall be borne one half by the Seller and one half by the Purchaser and each of the Parties shall bear their own costs in respect of such reference.

7.6 Notwithstanding any other provision of this Agreement, the Purchaser covenants with each Seller that the Purchaser shall indemnify, defend and hold each Seller and its Affiliates harmless against all and any Environmental Liabilities and/or Decommissioning Liabilities irrespective of when such liabilities are or were incurred, regardless of whosoever is or was a licensee under the relevant Licence or party under the relevant JOA or other relevant Interests Document.

7.7 The rights and obligations in this Clause 7 shall not come into effect unless and until Completion takes place.

7.8 For the avoidance of doubt, and without prejudice to the provisions of Clauses 7.1, 7.2 and 7.3, any Benefits or Obligations accruing in respect of the Interests in the form of joint account insurance proceeds shall be payable to whichever of the Parties ultimately bore the relevant insured loss. If each of the Sellers and the Purchaser suffered part of such loss, payment shall be made to the Sellers and the Purchaser in proportion to the part of such loss ultimately borne by it.

7.9

7.9.1 Under this Clause 7, if any Person not a party to this Agreement (a “Third Party”) shall notify a Party (the “Indemnified Party”) with respect to any claim that the Third Party intends to bring or has brought (a “Third Party Claim”) against the Indemnified Party and which gives rise or would give rise to a claim for indemnification against the other Party (the “Indemnifying Party”), then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing, giving reasonably detailed particulars of the Third Party Claim.

7.9.2 The Indemnifying Party will have the right to (and shall, if so requested in writing by the Indemnified Party) assume and conduct the defence of the Third Party Claim at its sole cost provided that the Indemnifying Party first indemnifies and holds harmless the Indemnified Party (to the Indemnified Party’s reasonable satisfaction) against all costs and liabilities it may incur as a result of allowing the Indemnifying Party the right to assume conduct of the Third Party Claim and provided that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably);

7.9.3 Unless and until an Indemnifying Party assumes the defence of the Third Party Claim as provided in Clause 7.9.2, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably deems appropriate at the cost of the Indemnifying Party.

7.9.4 Notwithstanding Clause 7.9.3, in no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably);

7.9.5 In the event of a Third Party Claim being made, each Party, subject to each other Party agreeing to keep the same confidential and to use the same only in connection with the Third Party Claim, agrees to provide to each other Party (and its authorised employees and its professional advisers) all material technical, legal and financial information reasonably necessary or conducive to the proper defence of the Third Party Claim.

7.10 In this Clause 7, indemnity means indemnity on an after tax basis. Such indemnity payments shall be treated as an adjustment to the Final Consideration. On “an after tax basis” for the purposes of this Clause 7.10 shall mean that in calculating the amount of an indemnity there shall be taken into account:

7.10.1 the amount by which any liability for Taxation of the party to be paid is actually increased as a result of the indemnity payment being received; and

7.10.2 any withholding tax suffered on the payment of indemnity payment so that if withholding tax is suffered, the payer shall pay such sum to the payee as will, after the deduction or withholding has been made, leave the payee with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding and in the event that the payer becomes entitled to a credit or repayment in respect of such withholding tax, it shall pay to the payer such amount (not exceeding the credits or repayment) as will leave the payee in no worse position than if the withholding had not been suffered.

7.11 The ascertainment of all Obligations and Benefits in relation to the Interests under this Clause 7 will be calculated on an Accruals Basis.

8. Warranties

8.1 Subject to the provisions of this Clause 8 and save as fairly disclosed under the terms of the Disclosure Letter or set out, referred to or noted in the Interests Documents, each Seller hereby warrants to the Purchaser solely in respect of those Interests identified in Part 1 of Schedule 1 to be transferred by that Seller at the date hereof in the terms set out in Schedule 5.

8.2 The Purchaser hereby warrants to the Sellers at the date hereof in the terms set out in Schedule 6.

8.3 The sole remedy of the Purchaser in respect of any Relevant Claim shall be an action for damages. Save in the event of fraud by the Sellers, no right of rescission shall be available to the Purchaser by reason of any fact, matter or circumstance giving rise to a Relevant Claim.

8.4 A Seller shall not be liable for any Relevant Claim unless it shall have received from the Purchaser, as soon as practicable after the Purchaser becomes aware of the same, written notice containing reasonable details of the Relevant Claim including the Purchaser’s provisional estimate of the amount of the Relevant Claim provided always that such notice is received on or before the first anniversary of the Completion Date. If any delay by the Purchaser in notifying a Relevant Claim prejudices a Seller’s ability to avoid or mitigate its liability in respect of that Relevant Claim then the Seller’s liability to the Purchaser in respect thereof shall be reduced to the extent that the Seller is prejudiced by the delay. Any Relevant Claim made shall be deemed to have been withdrawn unless legal proceedings in respect thereof have been both issued and served on the Seller within six (6) months of the giving of such notice.

8.5 Except as set forth in Clause 8.1, neither the Sellers nor any of their Affiliates nor any officer, shareholder, director, employee, agent, consultant or representative of the Sellers or any of their Affiliates (including, without limitation, their auditors) makes any representation, warranty or undertaking, statement, opinion, information or gives any advice (including without limitation any representation, warranty, undertaking, statement, opinion, information or advice (a) communicated (orally or in writing) to the Purchaser or any Affiliate of the Purchaser or (b) made in any data, information or document communicated to the Purchaser or any Affiliate of the Purchaser or made by any officer, shareholder, director, employee, agent, consultant or representative of the Sellers or any Affiliate of the Sellers) (“Representations”) and the Purchaser acknowledges, affirms and warrants that it has not relied, and will not rely, upon any such Representation in entering into this Agreement or carrying out the transactions contemplated by this Agreement and that, where any Representation is repeated in this Agreement, all liability for misrepresentation whether negligent or innocent (but expressly excluding liability for fraudulent misrepresentation) is hereby excluded and the sole remedy of the Purchaser shall be such remedies as are set out in this Clause 8. The Purchaser hereby irrevocably and unconditionally waives any right it may have to claim damages for, or to rescind this Agreement by reason of any Representation not expressly set out in this Agreement (save in the case of fraud). Without limiting the generality of the foregoing, the Sellers make no representation or warranty as to: (i) the amounts, quality or deliverability of reserves of crude oil, natural gas or other hydrocarbons attributable to the Interests (ii) any geological, geophysical, engineering, economic or other interpretations, forecasts or evaluations, (iii) any forecast of expenditures, budgets or financial projections, or (iv) any geological formation, drilling prospect or hydrocarbon reserve.

8.6 The Sellers shall not be liable for any Relevant Claim to the extent that such Relevant Claim (or the subject matter thereof):

8.6.1 occurs or arises, or such Relevant Claim otherwise having arisen, is increased as a result of any act, matter, omission, transaction or circumstance which would not have occurred but for the passing of, or any change in, after the date hereof, any law, rule, regulation, interpretation of the law, or any administrative practice of any government, governmental department, agency, regulatory body or Person (including any passing of, or change in, any law, rule, regulation, interpretation of the law or any administrative practice as aforesaid which takes place retrospectively, or any increase in the rates of Taxation or any imposition of Taxation or any amendment to or the withdrawal of any extra-statutory concession or other practice previously made by or published by any Tax Authority (in whatever jurisdiction) and in force at the date of this Agreement);

8.6.2 occurs or arises, or such Relevant Claims otherwise having arisen, is increased as a result of any voluntary act, default, omission, transaction or arrangement after Completion by the Purchaser or any of its Affiliates;

8.6.3 occurs or arises, or such Relevant Claim otherwise having arisen is increased as a result of the Seller doing or omitting to do any act or thing at the request of or with the agreement of the Purchaser between the date of this Agreement and Completion; or

8.6.4 relates to any loss which is recoverable by the Purchaser from its insurers.

8.7 The liability of the Sellers in respect of any Relevant Claim (except a claim in respect of the Warranties given in paragraphs 1 and 3 of Schedule 5) shall be limited as follows:

8.7.1 the Sellers shall have no liability except to the extent that the damages to which the Purchaser is entitled in aggregate exceed an amount equal to five percent (5%) (the “Claim Threshold”) of the Final Consideration provided that if the aggregate amount of Relevant Claims reaches the Claim Threshold the Purchaser shall be entitled (subject to the other provisions of this Clause 8) to recover in respect of each and all such Relevant Claims and not just the excess over the Claim Threshold; and

8.7.2 the maximum aggregate liability of the Sellers in respect of all Relevant Claims shall not exceed an amount equal to one hundred percent (100%) of the Final Consideration.

8.8 If:

8.8.1 the Purchaser becomes aware of any circumstance which may result in the Purchaser having a Relevant Claim against the Sellers as a result of or in connection with a liability or alleged liability to a third party; or

8.8.2 the Purchaser is or may be entitled by law to recover from some other person, firm, authority or body corporate any sum in respect of which the Purchaser may have a Relevant Claim,

the Purchaser shall promptly notify the Sellers thereof in writing and the Sellers shall be entitled (i) to take and/or require the Purchaser to take any action the Sellers might reasonably request to resist such liability or enforce such recovery (as the case may be), in both cases in the name of the Purchaser but at the cost and expense of the Sellers, and (ii) to have conduct of any appeal, dispute, compromise or defence of the dispute and of any incidental negotiations for the aforesaid purposes, and the Purchaser will give the Sellers all co-operation, access and assistance for the purposes of resisting such liability or enforcing such recovery (as the case may be) as the Sellers may reasonably require PROVIDED THAT notwithstanding the provisions of this clause, the Purchaser shall not be obliged to take any action or do any act or thing that would in the reasonable view of the Purchaser have a material adverse effect on their business or reputation.

8.9 If the Sellers pay to the Purchaser an amount pursuant to a Relevant Claim and the Purchaser is entitled to recover from some other person any sum to which it would not have been or become entitled but for the circumstances giving rise to such Relevant Claim, the Purchaser shall promptly undertake all appropriate steps to enforce such recovery and shall forthwith repay to the Sellers the lesser of (i) the amount paid to the Purchaser by the Sellers pursuant to the Relevant Claim; and (ii) the amount recovered from the third party, in each case less all costs, charges and expenses reasonably incurred by the Purchaser in obtaining (or consequent upon obtaining) that payment and in recovering that amount from the third party.

8.10 Nothing in this Agreement shall relieve the Purchaser of any duty, whether at common law or otherwise, to mitigate any loss or damage incurred by it in respect of any breach by the Sellers of the Warranties or any other term of this Agreement or in respect of its subject matter.

8.11 The Purchaser shall not be entitled to recover from the Sellers the same sum or loss more than once in respect of any Relevant Claim.

8.12 Where a warranty is qualified by the words “so far as the Seller is aware”, or any similar expression, each of the Sellers acknowledges that it has represented to the Purchaser that such warranty has been so qualified after due enquiry of the Aberdeen based Senior Management Team and Xxxxxxxx Xxxxxx, Asset Manager and that the Seller has used reasonable endeavours to ensure that the statement contained in that warranty is accurate. The Purchaser acknowledges that neither the persons referred to above nor the Sellers have any obligation to make enquiries of any other person in relation to the Warranties.

8.13 The Purchaser acknowledges and agrees that at the time of entering into this Agreement it does not have:

8.13.1 knowledge of any matter or thing which, save as disclosed in the Disclosure Letter, is inconsistent with the Warranties; and

8.13.2 knowledge that the matter or thing could result in a Relevant Claim,

and such acknowledgement shall be binding on any person bringing a claim under or in connection with the Warranties.

9. Confidentiality and Announcements

9.1 The existence and terms of this Agreement and all information furnished or disclosed to the Purchaser or any of its Affiliates in connection with the transactions contemplated by this Agreement (“Confidential Information”) shall be held confidential by the Parties and shall not be divulged in any way by a Party to any third party without the prior written approval of the other Parties provided that a Party may, without such approval, disclose such Confidential Information to:

9.1.1 any outside professional consultants, upon obtaining a similar undertaking of confidentiality (but excluding this proviso) from such consultants;

9.1.2 any bank or financial institution from whom such Party is seeking or obtaining finance, upon obtaining a similar undertaking of confidentiality (but excluding this proviso) from such bank or institution;

9.1.3 any department, authority, ministry or agency of any government or other governmental authority lawfully requesting such information;

9.1.4 any court or arbitral tribunal of competent jurisdiction acting in pursuance of its powers;

9.1.5 any of its Affiliates upon obtaining a similar undertaking of confidentiality from such Affiliates;

9.1.6 the extent required by any applicable laws, or the requirements of any recognised stock exchange or the Securities and Exchange Commission in compliance with its rules and regulations; and

9.1.7 the extent that the terms of this Agreement become public knowledge or for any other reason cease to be confidential otherwise than through breach of this undertaking.

9.2 No Party shall, and each Party shall procure that none of its Affiliates shall, issue or make any public announcement or statement regarding this Agreement or its terms or any transactions contemplated hereby without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

9.3 The Purchaser shall remain bound by this Clause 9, notwithstanding any termination of this Agreement. If this Agreement is terminated, the Purchaser shall, at the request of the Sellers, promptly return to the Sellers (and delete from the Purchaser’s systems, where electronically stored) all Confidential Information.

10. Notices

10.1 Any notice or other document to be served under this Agreement shall be in writing and may be delivered by hand or sent by post or fax to the Party to be served at its address appearing in Clause 10.3 of this Agreement (and marked for the attention of the person whose name is referred to in Clause 10.3) or at such other address (or marked for the attention of such other person) as it may have notified to the other Party in accordance with this Clause 10. Any notice or other document sent by post shall be sent by registered post.

10.2 Any notice or document shall be deemed to have been both given and received:

(a) if delivered by hand, at the time of delivery; or

(b) if posted in accordance with Clause 10.1, at 10.00 a.m. (local time at the place of destination) on the second (2nd) Business Day after the day of posting if posted for delivery within the same jurisdiction, or at 10.00 a.m. (local time at the place of destination) on the fifth (5th) Business Day after the day of posting if sent by registered airmail; or

(c) if sent by fax, on the date of transmission, if transmitted before 3.00 p.m. (local time at the place of destination) on any Business Day, and in any other case on the Business Day following the date of transmission.

10.3 The person to whom notices or documents should be addressed for the purposes of Clause 10.1 is:

(a) if to be served on the Sellers:

Address:		Talisman Energy (UK) Limited Xxxxxxxx Xxxxx 000 Xxxxxxx Xxxxxx Xxxxxxxx XX00 0XX
Fax: Attention:		x00 (0)0000 000000 Legal Manager
if to be served on the Purchaser:
Address:		Talisman Expro Limited Xxxxxxxx Xxxxx 000 Xxxxxxx Xxxxxx Xxxxxxxx XX00 0XX
Fax:		x00 (0)0000 000000

10.4 For the purposes of this Clause 10 “notice” shall include any request, demand, instructions or other document.

10.5 The Sellers or the Purchaser may at any time in writing to the other amend its address for service of notices set out in Clause 10.3.

11. Costs and Expenses

11.1 Save as stated in Clause 11.3 and Clause 12, the Sellers and the Purchaser shall each pay its and its Affiliates’ own costs, expenses, duties and Taxation, except as otherwise expressly agreed in writing, in relation to the preparation and execution of this Agreement, the documents contemplated hereby or executed pursuant hereto and any transactions contemplated by this Agreement.

11.2 Without prejudice to any other rights hereunder, if any amount payable hereunder is not paid when due, the defaulting Party shall pay interest on such amount from the due date of payment (after as well as before judgment) at the Default Rate calculated on a compounded basis on the accumulated daily balances.

11.3 The Purchaser shall be responsible for the payment in a timely fashion of any and all stamp duties and charges payable on or in respect of this Agreement, the Assignment Documents and any related agreements and in respect of its or their subject matter and any similar duties and charges wheresoever arising.

12. Taxation

12.1 In relation to each part of the Interests to be transferred under this Agreement being an interest in an oil field (within the meaning of Schedule 1 to the Oil Taxation Act 1975) and a taxable field under Part 1 to the Oil Taxation Xxx 0000, the relevant Sellers shall prepare and the Purchaser and the relevant Sellers shall deliver to the Board of Inland Revenue in a timely fashion a notice under paragraph 3 of Schedule 17 Finance Xxx 0000, and shall not make application under paragraph 4 of the said Schedule for the provisions of Parts II and III of the Schedule not to apply.

12.2 The Parties acknowledge that in the periods up to Completion the relevant Sellers (or their Affiliates) may have incurred expenditure in relation to some or all of the Fields which can be claimed by the relevant Sellers for PRT purposes under either Schedule 5 or 6 to the Oil Taxation Xxx 0000. The relevant Sellers shall take all actions and do all things reasonably in its power to ensure that such expenditure is claimed on a timely basis.

12.3 The Parties agree that they believe that the transfer falls within section 343 ICTA 1988 and section 171 TCGA 1992 and will file and use their reasonable endeavours to agree their tax computations on this basis.

12.4 The Sellers shall be liable for any liabilities arising under Schedule 15 to the Finance Xxx 0000 in respect of the Interests for periods ending prior to the Economic Date, and the Purchaser shall be liable for all periods thereafter.

12.5 If any liability for or right to repayment of PRT in connection with the Interests which relates to the period of ownership prior to the Economic Date of the Sellers (or its Affiliates) arises after the Economic Date and the adjustment giving rise to such liability or right is in respect of income and expenditure of the Seller (or its Affiliates) during such period of ownership then the liability or repayment shall be the responsibility or entitlement of the Seller. Any repayment of PRT in connection with the Interests arising otherwise than in respect of the Seller’s (or its Affiliates’) period of ownership prior to the Economic Date shall be the entitlement of the Purchaser.

12.6 Notwithstanding any other provision of this Agreement, the Sellers shall retain access to all books and records and operator information in relation to PRT income and expenditure claims under Schedules 5 and 6 of the Oil Taxation Xxx 0000 in relation to the Interests to be transferred by them under this Agreement for all periods prior to the Completion Date. The Purchaser shall, as soon as reasonably practical, ensure that all documentation relating to any PRT assessments, returns or claims issued by HMRC or Operators in respect of such periods, is communicated to the Sellers without delay.

12.7 PRT Adjustments

12.7.1 The Final Consideration shall be increased by the Purchaser paying to the Sellers the following sums:-

(a) a sum equal to the amount of any PRT instalment paid by the relevant Seller (or any of its Affiliates) in relation to the Interests under paragraph 2, Schedule 19 to the Finance Xxx 0000 which, by virtue of paragraph 2(3) of the said Schedule, is regarded as a payment of PRT in respect of any Chargeable Period beginning on or after the Economic Date, including the Transfer Period, falling wholly or partly in the Interim Period. The relevant Seller undertakes to withhold (or procure the withholding of) payment of such PRT instalments in accordance with paragraph 3 of said Schedule if the relevant conditions are met;

(b) a sum equal to any amount of PRT assessed on, and paid by the relevant Seller (or any of its Affiliates) in relation to the Interests, for any Chargeable Period mentioned in (a) above less amounts already paid by the Purchaser under this paragraph (a) above;

For the purpose of calculating any sums due under paragraph (b) above, PRT assessed on, and paid by the relevant Seller for the Chargeable Period including the Economic Date shall be recalculated to exclude any amounts brought into the assessment under section 2(4)(b) of the Oil Taxation Xxx 0000.

(c) a sum equal to any actual PRT relief received by the Purchaser, in relation to the Interests, either by way of a refund of PRT or a reduction in PRT due (but only at the time the benefit of any such reduction is received by the Purchaser), in respect of expenditure incurred by the relevant Seller (or any of its Affiliates) prior to the Economic Date;

The Purchaser and the Sellers recognise that amendments of assessments to PRT may arise and to the extent that any amendment gives rise to over payments having been paid by the Purchaser to the Sellers under this Clause 12 the Sellers will promptly repay to the Purchaser, as a decrease in the Final Consideration on, any such overpayment. The Purchaser and the Sellers also recognise that sums paid under paragraph (a) above may be in excess of the PRT assessed on the Sellers (or any of their Affiliates) in which case paragraph (b) above shall not apply and the Sellers shall promptly pay to the Purchaser, as a decrease in the Final Consideration, any repayment made by HMRC in respect of that excess.

12.7.2

(a) Increases to the Final Consideration arising under Clause 12.7.1 (a) and (b) above shall be due for payment within thirty (30) days of the Sellers submitting reasonable documentary evidence to the Purchaser in support of any request for payment.

(b) Increases to the Final Consideration arising under Clause 12.7.1 (c) above shall be due for payment within thirty (30) days of the Purchaser having received repayment of the PRT or from the date it benefits from the PRT relief, whichever shall be applicable.

(c) Decreases to the Final Consideration arising under paragraph (b) above shall be due for payment within thirty (30) days of the Seller (or its Affiliates) receiving any PRT refund or within thirty (30) days of the Purchaser having paid any PRT as the case may be.

12.7.3 To the extent that a Seller (or its Affiliates) has a PRT liability in the Interim Period and expenditure relief for that period has been transferred to the Purchaser under Paragraph 6 Schedule 17 Finance Xxx 0000 then, at the request of the relevant Seller, the Purchaser and the relevant Seller (or its Affiliates) shall jointly elect under Paragraph 14 Schedule 17 Finance Xxx 0000 to transfer any loss from the Purchaser to the relevant Seller (or its Affiliates).

12.8 CT Adjustments

12.8.1 The Final Consideration shall be increased by the Purchaser paying to the Sellers an amount equal to Notional CT paid by the Sellers (or their Affiliates) on any income or other receipts taken into account for the purposes of Clause 3;

12.8.2 The Final Consideration shall be decreased by the Sellers paying to the Purchaser an amount equal to:

(a) Notional CT relief received by the Sellers (or their Affiliates) on:

(i) any cash calls paid and taken into account for the purposes of Clause 3;

(ii) any expenditure taken into account for the purposes of Clause 3; and

(iii) any PRT paid, net of any PRT repayments received by the Sellers (or their Affiliates) and taken into account for the purposes of Clauses 12.7.1(a) and 12.7.1(b); and

(b) Notional CT paid by the Purchaser on, or arising from the effective PRT relief received by the Purchaser and referred to under Clause 12.7.1(c);

12.8.3 The Parties recognise that adjustments to the Final Consideration under this Clause 12.8 are notional adjustments, as opposed to actual payments of, reliefs from or reductions in CT liabilities. For the purpose of calculating the Notional CT it shall be assumed that each Seller (or its Affiliates) and the Purchaser are single companies with no brought forward losses who are paying CT at the standard rate applicable for the period concerned and that the Notional CT includes the Supplementary Charge to ring fence trades. Such notional adjustment shall be effected by deducting from each relevant payment a Notional CT charge.

12.8.4 The provisions of Clauses 12.8.1, 12.8.2 and 12.8.3 shall also apply to any Benefits reimbursed and Obligations accounted for under Clauses 7.1, 7.2 and 7.3 to the extent that any such Benefit or Obligation has not been taken into account in the Adjustments.

12.9 Interest on Late Payment of PRT

12.9.1 The Final Consideration shall be increased by the Purchaser paying to the Sellers a sum equal to any interest charged under paragraph 15 of Schedule 2 to the Oil Taxation Xxx 0000, in respect of PRT in relation to the Interests for Chargeable Periods beginning on or after the Economic Date provided that the underpayment of PRT giving rise to the interest charge was not caused by the wilful default or neglect of the relevant Seller (or its Affiliates).

12.9.2 The Final Consideration shall be decreased by the Sellers paying to the Purchaser a sum equal to any interest received by the Seller (or its Affiliates) under paragraph 16 of the Schedule 2 to the Oil Taxation Act 1975 in respect of PRT in relation to the Interests for Chargeable Periods beginning on or after the Economic Date.

Adjustments to the Final Consideration under this Clause 12.9 shall be made within fifteen (15) Business Days of the relevant Seller (or its Affiliates) having received any PRT interest or having paid any PRT interest, as the case may be.

12.10 Should any Seller (or its Affiliates) receive any PRT refund as a result of a loss incurred by the Purchaser pursuant to the provisions of paragraph 15 of Schedule 17 to the Finance Xxx 0000, such Seller shall promptly pay the Purchaser an amount equal to the PRT refund together with any interest thereon less any CT payable by such Seller on such refund and/or such interest and less any interest on such CT payable.

12.11 Information

12.11.1 The Sellers shall provide the Purchaser in a timely fashion with copies of all records and tax returns relating to periods prior to the Completion Date and relating wholly or partly to the Interests which are reasonably required by the Purchaser for the purposes of completing and filing any tax return.

12.11.2 Each Seller and the Purchaser undertakes to provide written advice to the other of any event giving rise to an adjustment under Clause 7 and Clause 8 within thirty (30) days of becoming aware of such an event. This advice will include a copy of such documentary evidence, as is reasonably deemed to be necessary by the other Party, to verify the adjustment.

12.11.3 The Sellers shall prepare and submit timeously to HMRC all claims reasonably possible under Schedule 6 to the Oil Taxation Act 1975 in respect of qualifying expenditure incurred by the Sellers from the Economic Date.

12.12 VAT

The Parties acknowledge and agree that they are and will be at Completion members of the same VAT group.

13. [Not Used]

14. Further Assurance

The Sellers and the Purchaser shall co-operate with each other and execute and deliver to each other such other instruments and documents and take such other actions as may reasonably be requested from time to time in order to carry out, evidence and confirm their rights under, and the intended purpose of, this Agreement.

15. Variation

The terms and conditions of this Agreement shall only be varied by an agreement in writing signed by each of the Parties and specifically referring to this Agreement.

16. Severance

Each provision contained in this Agreement shall be severable and distinct from each other provision and if at any time any one or more of such provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining such provisions shall not in any way be affected thereby.

17. Assignment

None of the rights or obligations of a Party under this Agreement are assignable without the prior written consent of the other Parties.

18. General

18.1 If there is any conflict between the provisions of this Agreement and the provisions of the Assignment Documents, the provisions of this Agreement shall prevail.

18.2 So far as it remains to be performed, this Agreement shall remain in full force and effect notwithstanding Completion.

18.3 No waiver by the Sellers or the Purchaser of any breach of a provision of this Agreement shall be binding unless made expressly and in writing and any such waiver shall relate only to the matter to which it expressly relates and shall not apply to any subsequent or other matter.

18.4 Subject to Clauses 2.4 and 18.8, the Purchaser shall have no right to rescind or terminate this Agreement and/or any Assignment Document and the sole remedy against the Sellers for breach of this Agreement and/or any Assignment Document or liability thereunder shall be an action for damages.

18.5 This Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties.

18.6 This Agreement together with any document executed pursuant to this Agreement represents the entire understanding, and constitutes the whole agreement in relation to its subject matter and supersedes any previous agreement between the Parties (or any of them) with respect thereto and, to the fullest extent practicable under the relevant law, and without prejudice to the generality of the foregoing, excludes any warranty, condition or other undertaking implied at law or by custom.

18.7 This Agreement may be executed in any number of counterparts and by the Parties on different counterparts but shall not be effective until each Party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement but all the counterparts together shall constitute one and the same agreement.

18.8 Nothing in this Agreement shall be read or construed as excluding any liability or remedy in respect of fraud.

18.9 The indemnities provided in this Agreement shall apply irrespective of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the indemnified Party and shall apply irrespective of whether the basis for any claim is statutory in tort, under contract, or otherwise at law.

19. Rights of Third Parties

19.1 Each Seller’s Affiliate shall be entitled to enforce the rights and benefits created in their favour in this Agreement against the Parties in accordance with the Contracts (Rights of Third Parties) Xxx 0000. Save as provided above, the operation of the Contracts (Rights of Third Parties) Xxx 0000 is hereby excluded. The Parties may amend, vary or terminate this Agreement in such a way as may affect any rights or benefits of any Seller’s Affiliate which are directly enforceable against the Parties under the Contracts (Rights of Third Parties) Xxx 0000 without the consent of such Seller’s Affiliate. Any Seller’s Affiliate entitled pursuant to the Contracts (Rights of Third Parties) Xxx 0000 to enforce any rights or benefits conferred on it by this Agreement may not veto any amendment, variation or termination of this Agreement which is proposed by the Parties and which may affect the rights or benefits of any such Seller’s Affiliate.

20. Governing law

20.1 The construction validity and performance of this Agreement shall be governed by English law (other than choice of law rules) and the Parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.

AS WITNESS whereof this Agreement has been signed by the duly authorised representatives of the Parties on the day and year first above written.

SIGNED for and on behalf of TALISMAN ENERGY (UK) LIMITED

/s/ Xxxxxxxxxx X. Xxxx ...................................................

SIGNED for and on behalf of TALISMAN ENERGY ALPHA LIMITED

/s/ Xxxxxxxxxx X. Xxxx ...................................................

SIGNED for and on behalf of TALISMAN NORTH SEA LIMITED

/s/ Xxxxxxxxxx X. Xxxx ...................................................

SIGNED for and on behalf of TALISMAN OIL TRADING LIMITED

/s/ Xxxxxxxxxx X. Xxxx ...................................................

SIGNED for and on behalf of TALISMAN EXPRO LIMITED

/s/ Xxxxxxxxxx X. Xxxx ...................................................

Schedule 1

Interests – Part 1

Licences and other related information

Part A

Licence P.218

(b) Block/ Co-venturers /Seller’s Percentage Interest

						Seller’s Percentage
Block		Co-venturers		Interest
15/21a (IVRRH Sub-area including Ivanhoe, Xxx Xxx and Hamish Fields)		TOTL			23.455	%
		Amerada Xxxx Limited

(c) Operator – Amerada Xxxx Limited

(d) JOA — Operating Agreement for United Kingdom Petroleum production Licence Number P.218 dated 13 August 1987

(e) Interests Documents- See Part 2

(f) Estimated Decommissioning Cost – up to £101.2m

Part B

Licence P.588

(a) Block/ Co-venturers /Seller’s Percentage Interest

						Seller’s Percentage
Block		Co-venturers		Interest
15/21b (IVRRH Sub-area including Ivanhoe, Xxx Xxx and Xxxxxx Xxxxxx)		TOTL			23.455	%
		Amerada Xxxx Limited

(b) Operator — Amerada Xxxx Limited

(c) JOA — Operating Agreement for United Kingdom Petroleum production Licence Number P.218 dated 13 August 1987

(d) Interests Documents- See Part 2

(e) Estimated Decommissioning Cost – up to £101.2m

Part C

Licence P.140

(a) Block/ Co-venturers /Seller’s Percentage Interest

						Seller’s Percentage
Block		Co-venturers		Interest
15/26a		TEUK			12.500	%
		Petro-Canada UK Limited
		Nexen Petroleum U.K.
		Limited

(b) Operator — Petro-Canada UK Limited

(c) JOA — United Kingdom Petroleum Production Licence P.140 Joint Operating Agreement dated 12 June 1973

(d) Interests Documents- See Part 2

Part D

Licence P.226

(a) Block/ Co-venturers /Seller’s Percentage Interest

						Seller’s Percentage
Block		Co-venturers		Interest
15/27 (Area A — Xxxxx Xxxxx)		TEUK			61.030	%
		TEAL			16.470	%
		Amerada Xxxx Limited
		Marubeni Oil & Gas
		(UK) Limited

(b) Operator — TEUK

(c) JOA — Joint Operating Agreement for United Kingdom Production Licence P.226 for Block 15/27 dated 21 January 1998

(d) Interests Documents — See Part 2

(e) Estimated Decommissioning Cost — £2 million

Part E

Licence P.226

(a) Block/ Co-venturers /Seller’s Percentage Interest

						Seller’s Percentage
Block		Co-venturers		Interest
15/27 (Area B – that part of Block 15/27 excluding Area A which lies above 12,500 feet TVDSS)		TEUK			39.145	%
		TEAL			16.470	%
		Petro-Canada UK Limited
		Nexen Petroleum U.K.
		Limited

(b) Operator — TEUK

(c) JOA — Joint Operating Agreement for United Kingdom Production Licence P.226 for Block 15/27 dated 21 January 1998

(d) Interests Documents- See Part 2

Part F

Licence P.226

(a) Block/ Co-venturers /Seller’s Percentage Interest

						Seller’s Percentage
Block		Co-venturers		Interest
15/27 (Area C – that part of Block 15/27 excluding Area A which lies below 12, 500 feet TVDSS)		TEUK			61.030	%
		TEAL			16.470	%
		Petro-Canada UK Limited
		Nexen Petroleum U.K.
		Limited

(b) Operator — TEUK

(c) JOA — Joint Operating Agreement for United Kingdom Production Licence P.226 for Block 15/27 dated 21 January 1998

(d) Interests Documents- See Part 2

Part G

Licence P.339

(a) Block/ Co-venturers /Seller’s Percentage Interest

						Seller’s Percentage
Block		Co-venturers		Interest
15/28b (Area A — Xxxxx Field)		TEUK			31.780	%%
		TEAL			9.000	%
		Amerada Xxxx Limited
		Marubeni Oil & Gas
		(UK) Limited

(b) Operator — TEUK

(c) JOA — Joint Operating Agreement for United Kingdom Petroleum Production Licence P.339 for Block 15/28b dated 26 January 1999

(d) Interests Documents- See Part 2

(e) Estimated Decommissioning Cost — £2 million

Part H

Licence P.339

(a) Block/ Co-venturers /Seller’s Percentage Interest

						Seller’s Percentage
Block		Co-venturers		Interest
15/28b (Area B – Block 15/28b excluding Area A)		TEUK			31.780	%
		TEAL			9.000	%
		TNSL			20.000	%
		Petro-Canada UK Limited
		Nexen Petroleum U.K.
		Limited

(b) Operator — TEUK

(c) JOA — Joint Operating Agreement for United Kingdom Petroleum Production Licence P.339 for Block 15/28b dated 26 January 1999

(d) Interests Documents — See Part 2

Part I Licence P.213

(a) Block/ Co-venturers /Seller’s Percentage Interest

						Seller’s Percentage
Block		Co-venturers		Interest
16/26 Area A including Alba Field		TNSL			2.250	%
		Chevron North Sea Limited
		ARCO British Limited
		Cieco Energy (CNS) Limited
		Cieco Energy (UKCS)
		Limited
		ConocoPhillips Petroleum
		Limited
		ConocoPhillips (U.K.)
		Lambda Limited
		Fina Petroleum
		Development Limited
		Statoil (U.K.) Limited

(b) Operator – Chevron North Sea Limited

(c) JOA — Joint Operating Agreement for Block 16/26 of Licence P.213 dated 10 October 1990 in so far as it applies as a separate contract to Area A

(d) Interests Documents — See Part 2

(e) Estimated Decommissioning Cost — £2.3 million

Part J

Licence P.213

(a) Block/ Co-venturers /Seller’s Percentage Interest

						Seller’s Percentage
Block		Co-venturers		Interest
15/26 Area P including Caledonia Field		TNSL			2.829640	%
		Chevron North Sea Limited
		Cieco Energy (CNS) Limited
		Cieco Energy (UKCS)
		Limited
		Xxxx Petroleum (North
		Sea) Limited
		Fina Petroleum
		Development Limited
		Statoil (U.K.) Limited

(b) Operator – Chevron North Sea Limited

(c) JOA — Joint Operating Agreement for Block 16/26 of Licence P.213 dated 10 October 1990 in so far as it applies as a separate contract to Area P

(d) Interests Documents – See Part 2

(e) Estimated Decommissioning Cost — £113.5 million

Part K

Licence P.213

(a) Block/ Co-venturers /Seller’s Percentage Interest

						Seller’s Percentage
Block		Co-venturers		Interest
16/26 Area C – that part of Block 16/26 (excluding Area A and Area P) above 10,000 feet beneath mean sea level* * As reduced by the transaction described in the disclosure to warranty 5 set out in the Disclosure Letter.		TNSL			2.250	%
		Chevron North Sea Limited
		ARCO British Limited
		Cieco Energy (CNS) Limited
		Cieco Energy (UKCS)
		Limited
		ConocoPhillips Petroleum
		Limited
		ConocoPhillips (U.K.)
		Limited
		ConocoPhillips (U.K.)
		Theta Limited
		Fina Petroleum
		Development Limited
		Statoil (U.K.) Limited

(b) Operator — Chevron North Sea Limited

(c) JOA — Joint Operating Agreement for Block 16/26 of Licence P.213 dated 10 October 1990 in so far as it applies as a separate contract to Area C

(d) Interests Documents – See Part 2

Schedule 1

Interests – Part 2

Interests Documents

		ALBA FIELD — AREA A, AREA C (ABOVE 10,000 FEET), CALEDONIA FIELD - AREA P- ALL LICENCE P.213 BLOCK 16/26
A		LICENCE AGREEMENTS
A01		LICENCE TO SEARCH AND BORE FOR AND GET PETROLEUM IN BLOCK(S) NO. 15/8, 16/26, 28/5, 29/25 DATED 10 JULY 1972
A02		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 07 MARCH 1986
A03		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 17 MARCH 1987
A04		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 17 AUGUST 1988
A05		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 01 JANUARY 1989
A06		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 24 OCTOBER 1989
A07		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 03 JANUARY 1990
A08		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 IN RESPECT OF BLOCKS 16/26, 15/8A AND 28/5A DATED 16 OCTOBER 1990
A09		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 IN RESPECT OF BLOCKS 16/26 AND 28/5A DATED 25 MARCH 1991
A10		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 16 DECEMBER 1991
A11		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 IN RESPECT OF BLOCKS 16/26 AND 28/5A DATED 29 MAY 1992
A12		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 21 JULY 1994
A13		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 01 NOVEMBER 1994
A14		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 18 JULY 1995
A15		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 03 NOVEMBER 1995
A16		DEED OF ASSIGNMENT OF UK PETROLEUM PRODCUTION LICENCE P.213 DATED 18 SEPTEMBER 1996

3

A17		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 09 FEBRUARY 1998
A18		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 12 JUNE 1998
A19		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 18 JUNE 1998
A20		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 29 JUNE 1998
A21		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 25 JANUARY 1999
A22		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 6 DECEMBER 1999
A23		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 20 DECEMBER 1999
A24		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 DATED 12 JUNE 2000
A25		ASSIGNMENT OF INTEREST RELATING TO LICENCE P.213 (BLOCK 16/26 AREA A INCLUDING XXXX XXXXX XXX XXXXX 00/00 XXXX C (ABOVE 10,000 FEET)) DATED 29 SEPTEMBER 2003
A26		ASSIGNMENT OF INTEREST RELATING TO LICENCE P.213 (BLOCK 16/26 AREA P INCLUDING CALEDONIA FIELD) DATED 29 SEPTEMBER 2003
A27		EXECUTION DEED IN RESPECT OF THE AFFECTED AGREEMENTS FOR LICENCE P.213 FROM ENTERPRISE/SHELL TO TNSL RE PETROLEUM PRODUCTION LICENCE P.213 (10 JULY 1972) DATED 29 SEPTEMBER 2003
A28		EXECUTION DEED RELATING TO PETROLEUM PRODUCTION LICENCE P.213 DATED 25 APRIL 2005
A29		DEED OF RECTIFICATION IN RELATION TO DEED OF ASSIGNMENT FOR P.213 (15 SEPTEMBER 2003) DATED 6 MARCH 2005
B		OPERATING AGREEMENTS
B01		ASSIGNMENT AGREEMENT DATED 23 MAY 1977
B02		FARMOUT AGREEMENT DATED 30 MAY 1977
B03		AMENDMENT TO OPERATING AGREEMENT RELATING TO UK PETROLEUM PRODUCTION LICENCE P.213 BLOCKS 15/8A, 16/26 & 28/5A DATED 24 NOVEMBER 1986
B04		SUPPLEMENTAL AGREEMENT RELATING TO LICENCE P.213 JOINT OPERATING AGREEMENT DATED 10 OCTOBER 1990
B05		JOINT OPERATING AGREEMENT FOR BLOCK 16/26 OF LICENCE P.213 DATED 10 OCTOBER 1990

4

B06		NOVATION AGREEMENT RELATING TO JOINT OPERATING AGREEMENT IN RESPECT OF BLOCK 16/26 OF LICENCE P.213 DATED 16 OCTOBER 1990
B07		NOVATION AGREEMENT RELATING TO THE SUPPLEMENTAL AGREEMENT (10 OCTOBER 1990) IN RESPECT OF BLOCKS 15/8A, 28/5A AND 16/26 OF LICENCE P.213 DATED 16 OCTOBER 1990
B08		NOVATION OF JOINT OPERATING AGREEMENT IN RESPECT OF LICENCE P.213 DATED 09 JANUARY 1991
B09		NOVATION AGREEMENT RELATING TO THE JOINT OPERATING AGREEMENT IN RESPECT OF BLOCK 16/26 OF LICENCE P.213 DATED 25 MARCH 1991
B10		NOVATION AGREEMENT RELATING TO THE SUPPLEMENTAL AGREEMENT (10 OCTOBER 1990) IN RESPECT OF BLOCKS 15/8A, 28/5A AND 16/26 OF LICENCE P.213 DATED 25 MARCH 1991
B11		JOINT OPERATING AGREEMENT FOR BLOCK 16/26 OF LICENCE P.213 AMENDMENT NO.1 DATED 23 JULY 1991
B12		MEMORANDUM OF UNDERSTANDING FOR BLOCK 16/26 OF LICENCE P.213 DATED 23 JULY 1991
B13		NOVATION AND AMENDMENT NO.2 TO THE JOINT OPERATING AGREEMENT(10 OCTOBER 1990) RELATING TO AREA A AND AREA B OF BLOCK 16/26 HELD UNDER LICENCE P.213 DATED 21 NOVEMBER 1991
B14		NOVATION AGREEMENT RELATING TO THE SUPPLEMENTAL AGREEMENT (10 OCTOBER 1990) TO THE JOINT OPERATING AGREEMENT (14 FEBRUARY 1979) DATED 16 DECEMBER 1991
B15		BLOCK 16/26 ALBA (AREA A) TECHNOLOGY AGREEMENT DATED 23 APRIL 1992
B16		NOVATION AGREEMENT RELATING TO THE JOINT OPERATING AGREEMENT IN RESPECT OFAREA A AND AREA B OF BLOCK 16/26 OF LICENCE P.213 DATED 29 MAY 1992
B17		NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT DATED 29 MAY 1992
B18		AMENDMENT NO.3 TO THE JOINT OPERATING AGREEMENT FOR BLOCK 16/26 OF LICENCE P.213 DATED 16 NOVEMBER 1993
B19		NOVATION OF THE JOINT OPERATING AGREEMENT FOR LICENCE X.000 XXXXX 00/00 XXXX X XXX XXXX X DATED 09 MAY 1994
B20		MEMORANDUM OF UNDERSTANDING FOR BLOCK 16/26 OF LICENCE P.213 DATED 01 NOVEMBER 1994
B21		NOVATION AND AMENDMENT NO.4 OF THE JOINT OPERATING AGREEMENT FOR LICENCE P.213 DATED 01 NOVEMBER 1994
B22		NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT (10 OCTOBER 1990) DATED 01 NOVEMBER 1994
B23		AMENDMENT NO.5 TO THE JOINT OPERATING AGREEMENT FOR LICENCE X.000 XXXXX 00/00 XXXX X, X, X XXX X DATED 22 DECEMBER 1994

5

B24		NOVATION AND AMENDMENT NO.6 OF THE JOINT OPERATING AGREEMENT IN RESPECT OF LICENCE P.213 DATED 22 DECEMBER 1994
B25		NOVATION AGREEMENT IN RELATION TO AREAS B AND D OF BLOCK 16/26 (P.213) 30 DECEMBER 1994
B26		NOVATION AND AMENDMENT NO.8 OF THE JOINT OPERATING AGREEMENT IN RESPECT OF LICENCE P.213 DATED 18 JULY 1995
B27		NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT (10 OCTOBER 1990) DATED 18 JULY 1995
B28		NOVATION AND AMENDMENT NO.12 RELATING TO THE BLOCK 16/26 JOINT OPERATING AGREEMENT AS ITRELATES TO AREAS A AND C (AND THE MEMORANDUM OF UNDERSTANDING DATED 1 NOVEMBER 1994) DATED 18 SEPTEMBER 1996
B29		NOVATION AGREEMENT RELATING TO THE XXXXX 00/00 XXXX (XXXX X) TECHNOLOGY AGREEMENT DATED 18 SEPTEMBER 1996
B30		NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT DATED 18 SEPTEMBER 1996
B31		NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT DATED 12 AUGUST 1997
B32		NOVATION AND AMENDMENT NO.13 RELATING TO THE BLOCK 16/26 JOINT OPERATING AGREEMENT AS IT RELATES TO AREAS A AND C AND BLOCK 16/26 ALBA (AREA A) TECHNOLOGY AGREEMENT (23 APRIL 1992), THE CRUDE OIL TRANSPORTATION AGREEMENT — ALBA FIELD (16 NOVEMBER 1993) AND THE MEMORANDUM OF UNDERSTANDING (1 NOVEMBER 1994) DATED 09 FEBRUARY 1998
B33		NOVATION AND AMENDMENT NO.14 RELATING TO THE BLOCK 16/26 JOINT OPERATING AGREEMENT AS IT RELATES TO AREAS A AND C AND THE BLOCK 16/26 ALBA (AREA A) TECHNOLOGY AGREEMENT (23 APRIL 1992), THE CRUDE OIL TRANSPORTATION AGREEMENT — ALBA FIELD (16 NOVEMBER 1993) AND THE MEMORANDUM OF UNDERSTANDING (01 NOVEMBER 1994) DATED 18 FEBRUARY 1998
B34		NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT (CHEVRON) DATED 09 FEBRUARY 1998
B35		NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT (STATOIL)DATED 09 FEBRUARY 1998
B36		NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT DATED 12 JUNE 1998
B37		NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT DATED 18 JUNE 1998
B38		NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT DATED 26 JUNE 1998
B39		NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT DATED 29 JUNE 1998
B40		NOVATION AND AMENDMENT NO.15 RELATING TO THE BLOCK 16/26 JOINT OPERATING AGREEMENT, THE BLOCK 16/26 ALBA (AREA A) TECHNOLOGY AGREEMENT (23 APRIL 1992), THE CRUDE OIL TRANSPORTATION AGREEMENT — ALBA FIELD (16 NOVEMBER 1993) AND THE MEMORANDUM OF UNDERSTANDING (01 NOVEMBER 1994) DATED 25 JANUARY 1999

6

B41		NOVATION OF P.213 SUPPLEMENTAL AGREEMENT (10 OCTOBER 1990) DATED 25 JANUARY 1999
B42		SIDE LETTER AGREEMENT DATED APRIL 1999
B43		NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT (10 OCTOBER 1990) DATED 06 DECEMBER 1999
B44		NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT (10 OCTOBER 1990) DATED 20 DECEMBER 1999
B45		NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT (10 OCTOBER 1990) DATED 12 JUNE 2000
B46		AMENDMENT NO 16 OF JOINT OPERATING AGREEMENT FOR P.213 BLOCK 16/26 DATED 12 OCTOBER 2001
B47		SIDE LETTER TO ALBA FIELD CRUDE OIL OFFTAKE PROCEDURES RELATIVE TO JOINT OPERATING AGREEMENT FOR BLOCK 16/26 (DATED 10 OCTOBER 1990) INSOFAR AS IT APPLIES AS A SEPARATE CONTRACT TO BLOCK 16/26 AREA A DATED 01 NOVEMBER 2002
B48		EXECUTION DEED IN RESPECT OF THE AFFECTED AGREEMENTS FOR LICENCE P.213 FROM ENTERPRISE / SHELL TO TNSL INCLUDING JOINT OPERATING AGREEMENT (10 OCTOBER 1990), DATED 29 SEPTEMBER 2003
B49		NOVATION AND AMENDMENT NO. 20 RELATING TO BLOCK 16/26 JOA (10 OCTOBER 1990) DATED 5 FEBRUARY 2004
B50		NOVATION OF P.213 JOA SUPPLEMENTAL AGREEMENT (10 OCTOBER 1990) DATED 22 MARCH 2005
B51		EXECUTION DEED RELATING TO PETROLEUM PRODUCTION LICENCE P.213 DATED 25 APRIL 2005
X00		X.000 XXXXX 16/26C — FILE NOTE
C		TRANSPORTATION & PROCESSING
C01		CRUDE OIL TRANSPORTATION AGREEMENT ALBA FIELD (BLOCK 16/26 OF LICENCE P.213) DATED 16 NOVEMBER 1993
C02		AMENDMENT AND NOVATION OF THE CRUDE OIL TRANSPORTATION AGREEMENT (16 NOVEMBER 1993) ALBA FIELD (BLOCK 16/26 OF LICENCE P.213) DATED 24 AUGUST 1994
C03		AMENDMENT AND NOVATION NO.1 OF THE CRUDE OIL TRANSPORTATION AGREEMENT (16 NOVEMBER 1993) ALBA FIELD (BLOCK 16/26 OF LICENCE P.213) DATED 18 JULY 1995
C04		LETTER RE. NIGG BAY CONTRACT DATED 06 OCTOBER 1995
C05		NOVATION AGREEMENT RELATING TO THE CRUDE OIL TRANSPORTATION AGREEMENT ALBA FIELD (BLOCK 16/26 OF LICENCE P.213 — DATED 16 NOVEMBER 1993) DATED 18 SEPTEMBER 1996

7

		LETTER RE. ASSIGNMENT ON CONTRACT - ALBA FIELD COA SHIPPING AND
C06		MARITIME TECHNOLOGY UNIT OF STATOIL DATED 16 SEPTEMBER 1997
		NOVATION OF XXXXXXXXX - ALBA FACILITIES CONSTRUCTION, TIE-IN,
		PRE-COMMISSIONING AND COMMISSIONING AGREEMENT (10 APRIL 1998)
C07		DATED 25 JANUARY 1999
		NOVATION OF ALBA / XXXXXXXXX PIPELINE CROSSING AGREEMENT (7
C08		APRIL 1998) DATED 25 JANUARY 1999
		NOVATION OF XXXXXXXXX PIPELINE CROSSING AND COST SHARING
C09		AGREEMENT (25 SEPTEMBER 1997) DATED 25 JANUARY 1999
		FIRST AMENDMENT TO SALE AND PURCHASE AND TRANSPORTATION
C10		COORDINATION AGREEMENT (1 MAY 1998) DATED 25 JANUARY 1999
		XXXXXXXXX / ALBA ALLOCATION AND COMMINGLING AGREEMENT DATED 27
C11		APRIL 1999
		LETTER RE. ALBA - UPDATING OF NAVION COA AND ASSOCIATED
C12		AGREEMENTS DATED 02 OCTOBER 2000
		LETTER RE. ALBA TRANSPORTATION JOINT VENTURE SIMPLIFICATION
C13		DATED 13 OCTOBER 2000
		LETTER AGREEMENT RE. TRANSPORTATION AND PROCESSING OF CALEDONIA
C14		PIPELINE LIQUIDS WITH THE FORTIES SYSTEM DATED 18 DECEMBER 2002
C15		CALEDONIA OPERATING SERVICES AGREEMENT DATED 8 FEBRUARY 2003
		AGREEMENT RELATING TO TRANSPORTATION AND PROCESSING OF
		PRODUCTION FROM THE CALEDONIA FIELD IN BRITANNIA FACILITIES
C16		DATED 8 FEBRUARY 2003
		AMENDMENT NUMBER ONE TO THE CALEDONIA CTA (17 APRIL 2002)
C17		BETWEEN BRITANNIA AND CHEVRON DATED 8 FEBRUARY 2003
		EXECUTION DEED FROM ENTERPRISE TO TNSL RE VARIOUS ALBA AND
		CALEDONIA TRANSPORTATION AND PROCESSING AGREEMENTS INCLUDING
		ALBA BLOCK 16/26 (AREA A) TECHNOLOGY AGREEMENT (23 APRIL 1992),
		CRUDE OIL TRANSPORTATION AGREEMENT ALBA FIELD (16 NOVEMBER
		1993), AND COMMISSIONING AGREEMENT (10 APRIL 1998), AND OTHERS
C18		LISTED UNDER SCHEDULE PART 1 - DATED 29 SEPTEMBER 2003
		NOVATION AGREEMENT IN RESPECT OF ALBA CRUDE OIL SALE AND
		PURCHASE AND TRANSPORTATION COORDINATION AGREEMENT (1 MAY 2001)
C19		DATED 29 SEPTEMBER 2003
		CONTRACT OF AFFREIGHTMENT (CHEVRON/NAVION) COVERING THE
		PROVISION OF SHUTTLE TANKERS IN RESPECT OF THE ALBA FIELD DATED
C20		19 DECEMBER 2003

8

		NOVATION AGREEMENT RELATING TO BRITANNIA/ALBA ALLOCATION AND
C21		COMMINGLING AGREEMENT (27 APRIL 1999) DATED 5 FEBRUARY 2004
		NOVATION AGREEMENT RELATING TO PIPELINE CROSSING AND COST
		SHARING AGREEMENT IN RESPECT OF THE ALBA AND BRITANNIA FIELDS
C22		(25 SEPTEMBER 1997) DATED 5 FEBRUARY 2004
		NOVATION OF XXXXXXXXX - ALBA FACILITIES CONSTRUCTION, TIE-IN,
		PRE-COMMISSIONING AND COMMISSIONING AGREEMENT (10 APRIL 1998)
C23		DATED 5 FEBRUARY 2004
C24		ALBA/BRITANNIA PIPELINE CROSSING AGREEMENT DATED 7 APRIL 1998
		PIPELINE CROSSING AND COST SHARING AGREEMENT BETWEEN BRITANNIA
C25		OPERATOR & CHEVRON DATED 25 SEPTEMBER 1997
		-
		-
D		ALBA PRODUCT SALE & PURCHASE
-
D01		ALBA CRUDE OIL MARKETING AND SALE AND PURCHASE AGREEMENT DATED 12 JANUARY 1994
D02		NOVATION AGREEMENT RELATING TO THE ALBA CRUDE OIL MARKETING AND SALE AND PURCHASE AGREEMENT (12 JANUARY 1994) DATED 18 SEPTEMBER 1996
D03		XXXXXXXXX / ALBA FUEL GAS SALE AND PURCHASE AGREEMENT HEADS OF AGREEMENT DATED 27 APRIL 1999
D04		XXXXXXXXX / ALBA FUEL GAS SALE AND PURCHASE AGREEMENT DATED 25 JUNE 1999
D05		AMENDMENT NO. 1 TO THE BRITANNIA/ALBA FUEL GAS SALE AND PURCHASE AGREEMENT (25 JUNE 1999) DATED 18 OCTOBER 2001
D06		EXECUTION DEED IN RESPECT OF THE AFFECTED AGREEMENTS FOR LICENCE P.213 FROM ENTERPRISE TO TNSL RE BRITANNIA/ALBA FUEL GAS SALE AND PURCHASE AGREEMENT (25 JUNE 1999), DATED 29 SEPTEMBER 2003
D07		AMENDMENT TO AMENDMENT NO. 1 TO THE XXXXXXXXX / ALBA FUEL GAS SALE AND PURCHASE AGREEMENT DATED 20 MAY 2004
D08		ALBA CRUDE OIL SALE & PURCHASE & TRANSPORTATION COORDINATION AGREEMENT DATED 1 MAY 2001
D09		NOVATION AGREEMENT IN RESPECT OF ALBA CRUDE OIL SALE & PURCHASE & TRANSPORTATION COORDINATION AGREEMENT DATED 29 SEPTEMBER 2003
		CALEDONIA PRODUCT SALE & PURCHASE
DC1		CALEDONIA RAW GAS SALE AND PURCHASE AGREEMENT DATED 7 JANUARY 2003
DC2		NOVATION AGREEMENT IN RESPECT OF CALEDONIA RAW GAS SALE AND PURCHASE AGREEMENT (7 JANUARY 2003) DATED 29 SEPTEMBER 2003

9

		-
		-
E		MISCELLANEOUS
-
E01		SCOTTISH ASSIGNATION IN SECURITY DATED AUGUST 1991
E02		NOTICE OF RETROCESSION OF THE ASSIGNATION OF ASSIGNED CONTRACTS (INCLUDING COPY ACKNOWLEDGEMENT): (1) SUPPLEMENTAL AGREEMENT RELATING TO LICENCE P.213 JOINT OPERATING AGREEMENT DATED 10 OCTOBER 1990; (2) CRUDE OIL TRANSPORTATION AGREEMENT — ALBA FIELD (BLOCK 16/26 OF LICENCE P.213); (3) JOINT OPERATING AGREEMENT FOR BLOCK 16/26 OF LICENCE P.213 DATED 10 OCTOBER 1990; (4) MEMORANDUM OF UNDERSTANDING FOR BLOCK 16/26 OF LICENCE P.213 DATED 1 NOVEMBER 1994; (5) LICENCE P.213 DATED 10 JULY 1972, DATED 18 OCTOBER 2004
E03		CERTIFICATE OF INCORPORATION ON CHANGE OF NAME FROM PALADIN RESOURCES (BITTERN) LIMITED TO PALADIN EXPRO LIMITED DATED 13 JANUARY 2000
E04		ALBA LICENCE AGREEMENT SUPPLEMENT — DATED EFFECTIVE 22 JULY 2002 DATED 25 NOVEMBER 2002
E05		NOTICE OF ASSIGNMENT OF SPECIFIC CONTRACT DATED 23 July 2003
E06		NOTICE OF ASSIGNATION OF ASSIGNED CONTRACT DATED 4 AUGUST 2003
E07		STAMP DUTY AGREEMENT (ENTERPRISE/SHELL/TALISMAN) RELATING TO LICENE P.205, P.202, P.339, P.312, P.103, P.213, P.255 AND P.073 DATED 4 July 2003
F		DTI
F01		INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE PIPELINES FOR ALBA PIPELINE NO’S PL927, PL928, PL1615, PL1544, PL1891.1 TO PL1891.5 DATED 3 NOVEMBER 2003
F02		INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) OFFSHORE INSTALLATIONS FOR ALBA BLOCK 16/26 DATED 3 NOVEMBER 2003
F03		INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) OFFSHORE INSTALLATIONS FOR CALEDONIA FIELD BLOCK 16/26P ALL SUBSEA EQUIPMENT DATED 3 NOVEMBER 2003
F04		INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE PIPELINES FOR CALEDONIA FIELD PIPELINE NO’S PL1919-PLU1921 DATED 3 NOVEMBER 2003

10

F05		DEVELOPMENT AND PRODUCTION WORKS CONSENT FOR CALEDONIA FIELD DEVELOPMENT PLAN DATED 11 FEBRUARY 2004
F06		CONSIDERATION TO WITHDRAW SECTION 29 NOTICE (RE CONOCOPHILLIPS) UNDER SECTION 31(5) FOR OFFSHORE INSTALLATION FOR ALBA SENT TO TNSL DATED 30 MARCH 2004
F07		CONSIDERATION TO WITHDRAW SECTION 29 NOTICE (RE CONOCOPHILLIPS) UNDER SECTION 31(5) FOR SUBMARINE PIPELINES FOR ALBA SENT TO TNSL DATED 30 MARCH 2004
F08		CONSIDERATION TO WITHDRAW SECTION 29 NOTICE (RE CONOCOPHILLIPS) UNDER SECTION 31(5) FOR SUBMARINE PIPELINES IN THE ALBA FIELD SENT TO TNSL DATED 29 APRIL 2004
F09		CONSIDERATION TO WITHDRAW SECTION 29 NOTICE (RE CONOCOPHILLIPS) UNDER SECTION 31(5) FOR OFFSHORE INSTALLATION FOR ALBA SENT TO TNSL DATED 29 APRIL 2004
F10		DTI — XXXXXXXXX XXX 0000 : SECTION 29 NOTICE SUBMARINE PIPELINES AMENDED SCHEDULE DATED 17 JUNE 2004
F11		DTI — XXXXXXXXX XXX 0000 : SECTION 29 NOTICE OFFSHORE INSTALLATIONS AMENDED SCHEDULE DATED 17 JUNE 2004
F12		DTI — XXXXXXXXX XXX 0000 : INVITATION TO MAKE REPRESENTATIONS RE SECTION 29 NOTICE SUBMARINE PIPELINES FOR ALBA FIELD DATED 18 NOVEMBER 2004
F13		DTI — LICENCE P.213 FOR ALBA FIELD CONSENT TO FLARE GAS DATED 31 DECEMBER 2004
F14		DTI — LICENCE P.213 FOR ALBA FIELD CONSENT TO VENT GAS DATED 31 DECEMBER 2004
F15		DTI — LICENCE P.213 FOR CALEDONIA FIELD CONSENT TO FLARE GAS DATED 31 DECEMBER 2004
F16		DTI — XXXXXXXXX XXX 0000 : SUBSTITUTE SECTION 29 NOTICE SUBMARINE PIPELINES FOR ALBA FIELD DATED 12 JANUARY 2005
F17		DTI: PETROLEUM PRODUCTION LICENCE NO P.213 DEVELOPMENT AND PRODUCTION WORKS DATED 31 DECEMBER 2005
F18		DTI: PETROLEUM PRODUCTION LICENCE NO P.213 DEVELOPMENT AND PRODUCTION WORKS DATED 9 DECEMBER 2005
F19		DTI: PETROLEUM PRODUCTION LICENCES NOS P.213 CONSENT TO FLARE GAS DATED 31 DECEMBER 2005
F20		DTI: PETROLEUM PRODUCTION LICENCE NO P.213 CONSENT TO FLARE GAS DATED 31 DECEMBER 2005
F21		DTI: THE ENERGY XXX 0000 PETROLEUM PRODUCTION LICENCE NO P.213 CONSENT TO VENT GAS DATED 31 DECEMBER 2005

11

		XXXXX XXXXX, LICENCE P.226 BLOCK 15/27
A		LICENCE DATA
-
		LICENCE NO. P.266 TO SEARCH AND BORE FOR AND GET PETROLEUM IN
A01		BLOCKS 3/22, 9/16, 15/27, 210/15 AND 211/1 DATED 10 JULY 1972.
A02		ASSIGNMENT OF LICENCE P.226 DATED 25 APRIL 1984
A03		DEED OF ASSIGNMENT FOR P.226 DATED 13 SEPTEMBER 1984
A04		DEED OF ASSIGNMENT FOR P.226 DATED 18 JANUARY 1986
A05		DEED OF ASSIGNMENT FOR P.226 DATED 23 JUNE 1987
A06		DEED OF ASSIGNMENT FOR P.226 DATED 7 AUGUST 1989
A07		DEED OF ASSIGNMENT FOR P.226 DATED 29 SEPTEMBER 1989
A08		DEED OF LICENCE ASSIGNMENT FOR P.226 DATED 20 OCTOBER 1989
A09		TRUST DEED FOR LICENCE P.226 DATED 20 OCTOBER 1989
A10		DEED OF ASSIGNMENT FOR P.226 DATED 31 OCTOBER 1989
A11		DEED OF ASSIGNMENT FOR P.226 DATED 7 MAY 1991
A12		SCHEDULE OF RETAINED AREA FOR P.226 DATED AS FROM 16 MARCH 1995
A13		DEED OF ASSIGNMENT FOR P.226 DATED 1 APRIL 1996
		AGREEMENT NOVATING TRUST DEED (20 OCTOBER 1989) RELATING TO
A14		P.226 DATED 1 APRIL 1996
A15		DEED OF LICENCE ASSIGNMENT FOR P.226 DATED 3 OCTOBER 1996
		SECOND TRUST DEED (REPLACING TRUST DEED 20 OCTOBER 1989) FOR
A16		P.226 DATED 3 OCTOBER 1996
A17		DEED OF ASSIGNMENT FOR P.226 DATED 10 MARCH 1997
		SUPPLEMENTAL TO SECOND TRUST DEED (3 OCTOBER 1996) DATED 10
A18		MARCH 1997
A19		DEED OF ASSIGNMENT FOR P.226 DATED 11 MARCH 1997
		THIRD TRUST DEED (REPLACING SECOND TRUST DEED DATED 3 OCTOBER
A20		1996) LICENCE P.226 DATED 11 MARCH 1997
A21		DEED OF ASSIGNMENT FOR P.226 DATED 21 NOVEMBER 1997
		FOURTH TRUST DEED (REPLACING THIRD TRUST DEED DATED 11 MARCH
A22		1997) LICENCE P.226, DATED 21 NOVEMBER 1997.
A23		DEED OF LICENCE ASSIGNMENT FOR P.226 DATED 25 NOVEMBER 1997
		FIFTH TRUST DEED (REPLACING FOURTH TRUST DEED DATED 21 NOVEMBER
A24		1997 LICENCE P.226), DATED 28 NOVEMBER 1997.
A25		DEED OF LICENCE ASSIGNMENT FOR P.266 DATED 28 NOVEMBER 1997
		SIXTH TRUST DEED (REPLACING LICENCE P.226 FIFTH TRUST DEED DATED
A26		28 NOVEMBER 1997) DATED 1 JULY 1998.
A27		DEED OF ASSIGNMENT FOR P.226 DATED 1 JULY 1998
		TRUST DEED RELATING TO UNITED KINGDOM PETROLEUM PRODUCTION
		LICENCE NO. P.226 AS IT APPLIES TO BLOCK 15/27ONLY , DATED 25
A28		FEBRUARY 2000.
		DEED OF LICENCE ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE
A29		P.226, DATED 20 JULY 2000.
		SEVENTH TRUST DEED (REPLACING LICENCE P.226 SIXTH TRUST DEED
A30		DATED 1 JULY 1998), DATED 20 JULY 2000.
		NOVATION OF TRUST DEED RELATING TO UNITED KINGDOM PETROLEUM
		PRODUCTION LICENCE NO. P.226 BLOCK 15/27 (25 FEBRUARY 2000),
A31		DATED 20 JULY 2000.
		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.226
A32		DATED 4 OCTOBER 2002
		EIGHTH TRUST DEED (REPLACING SEVENTH TRUST DEED 20 July 2000)
A33		DATED 4 OCTOBER 2002
		GUARANTEE BY CENTRICA IN FAVOUR OF XXXXXXXX PETROLEUM CO LTD RE
		CENTRICA RESOURCES LIMITED INTEREST IN LICENCE X.000 XXXXX
X00		00/00X XXX X.000 XXXXX 15/27 , DATED 20 NOVEMBER 0000
		XXXX XX XXXXXXXXXX XX XXXXXX XXXXXXX PETROLEUM PRODUCTION
A35		LICENCE P.226 DATED 28 NOVEMBER 2002
		NINTH TRUST DEED (REPLACING LICENCE P.226 EIGTH TRUST DEED DATED
A36		4 OCTOBER 2002) DATED 28 NOVEMBER 2002
		DEED OF NOVATION OF TRUST DEED BLOCK 15/27 ONLY (DATED 25
A37		FEBRUARY 2000), DATED 28 NOVEMBER 0000
		XXXX XX XXXXXXXXXX XX XXXXXX XXXXXXX PETROLEUM PRODUCTION
A38		LICENCE P.226 DATED 1 DECEMBER 2002
		TENTH TRUST DEED (REPLACING LICENCE P.226 NINTH TRUST DEED DATED
A39		28 NOVEMBER 2002) DATED 1 DECEMBER 2002
		DEED OF ASSIGNMENT OF GUARANTEE (20 NOVEMBER 2002) CENTRICA TO
A40		TALISMAN DATED 1 DECEMBER 2002
		DEED OF NOVATION OF TRUST DEED (25 FEBRUARY 2000) IN RESPECT OF
		UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 DATED 1
A41		DECEMBER 0000
		XXXX XX XXXXXXXXXX XX XXXXXX XXXXXXX PETROLEUM PRODUCTION
A42		LICENCE P.226 DATED 10 MARCH 2003
		DEED OF NOVATION OF TRUST DEED DATED 25 FEBRUARY 2000 RELATING
		TO UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 DATED 10
A43		MARCH 2003
		ELEVENTH TRUST DEED (REPLACING TENTH TRUST DEED 1 DECEMBER 2002)
A44		FOR P.226 DATED 10 MARCH 2003
		DEED OF ASSIGNMENT IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE
A45		P.226 DATED 1 OCTOBER 2003
		DEED OF NOVATION OF TRUST DEED (25 FEBRUARY 2000) IN RESPECT OF
		UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 DATED 1
A46		OCTOBER 2003
		NOVATION OF LETTER AGREEMENT (22 MAY 1998) IN RESPECT OF LICENCE
A47		P.226 BLOCK 15/27 DATED 1 OCTOBER 2003
		TWELFTH TRUST DEED (REPLACING LICENCE P.226 ELEVENTH TRUST DEED
A48		DATED 10 MARCH 2003) DATED 1 OCTOBER 0000
		XXXX XX XXXXXXXXXX XX XXXXXX XXXXXXX PETROLEUM PRODUCTION
A49		LICENCE P.226 DATED 10 NOVEMBER 2003
		THIRTEENTH TRUST DEED (REPLACING LICENCE P.226 TWELFTH TRUST
A50		DEED 1 OCTOBER 2003) DATED 10 NOVEMBER 2003
		EXECUTION DEED AFFECTING 1) LICENCE FOR P.226 2) TRUST DEED FOR
		P.226 BLOCK 15/27 3) THIRTEENTH TRUST DEED (REPLACING TWELFTH
		TRUST DEED (1 OCTOBER 2003) BETWEEN AHL AND ENCANA DATED 21
A51		SEPTEMBER 2004
B		OPERATING AGREEMENTS
B01		OPERATING AGREEMENT DATED 29 JANUARY 1964
B02		AMENDMENT TO AGREEMENT (29 JANUARY 1964) DATED 9 JUNE 1964
B03		THIRD AMENDMENT TO AGREEMENT (29 JANUARY 1964) DATED 2 JULY 1964
B04		AGREEMENT DATED 24 JUNE 1965
B05		AMENDMENT TO AGREEMENT DATED 9 DECEMBER 1966
B06		AMENDMENT TO AGREEMENT DATED 1 JANUARY 1971
B07		AMENDMENT TO AGREEMENT DATED 01 JANUARY 1973
B08		AMENDMENT TO AGREEMENT DATED 16 AUGUST 1978
B09		INDIGO AREA OPERATING AGREEMENT NOVATION DATED 25 APRIL 1984
B10		INDIGO AREA OPERATING AGREEMENT NOVATION DATED 20 DECEMBER 1985
		NOVATION AGREEMENT RELATING TO X.000 XXXX XXXXX XXX XXXXXXXXX
X00		(XXXXXX AREA) DATED 7 AUGUST 1989
		P.226 INDIGO AREA OPERATING AGREEMENT NOVATION DATED 15 OCTOBER
B12			1992
		NOVATION AND AMENDMENT AGREEMENT RELATING TO JOINT OPERATING
B13		AGREEMENT FOR P.226 BLOCK 210/15A DATED 2 APRIL 1996
		P.226 INDIGO AREA OPERATING AGREEMENT NOVATION DATED 21 NOVEMBER
B14			1997
		P.226 INDIGO AREA OPERATING AGREEMENT NOVATION, DATED 28
B15		NOVEMBER 1997
		JOINT OPERATING AGREEMENT FOR UNITED KINGDOM PETROLEUM
B16		PRODUCTION LICENCE P.226 FOR BLOCK 15/27, DATED 21 JANUARY 1998.
		NOVATION AGREEMENT RELATING TO OPERATING AGREEMENT FOR LICENCE
B17		P.226 BLOCK 15/17, DATED 1 JULY 1998.
		FIRST AMENDING AGREEMENT TO JOINT OPERATING AGREEMENT DATED 21
		JANUARY 1998 UK PETROLEUM PRODUCTION LICENCE X.000 XXXXX 00/00,
X00		DATED 9 FEBRUARY 1999.
		AMENDMENT TO JOINT OPERATING AGREEMENT UK PETROLEUM PRODUCTION
B19		LICENCE P.226 BLOCK 15/27, DATED 25 FEBRUARY 2000
		AMENDMENT TO JOINT OPERATING AGREEMENT UK PETROLEUM PRODUCTION
B20		LICENCE X.000 XXXXX 00/00, XXXX X, DATED 25 FEBRUARY 2000
		AMENDMENT TO JOINT OPERATING AGREEMENT UK PETROLEUM PRODUCTION
B21		LICENCE X.000 XXXXX 00/00, XXXX X, DATED 25 FEBRUARY 2000
		NOVATION OF JOINT OPERATING AGREEMENT UK PETROLEUM PRODUCTION
B22		LICENCE P.226 BLOCK 15/27,, DATED 20 JULY 2000.
		NOVATION AND AMENDMENT OF THE JOINT OPERATING AGREEMENT UK
		PETROLEUM PRODUCTION LICENCE X.000 XXXXX 00/00, XXXX X, DATED 29
B23		AUGUST 2000.
		NOVATION OF JOINT OPERATING AGREEMENT RELATING TO (CHANGE OF
		OPERATOR) TO UK PETROLEUM PRODUCTION LICENCE X.000 XXXXX 00/00
X00		XXXX A (21 JANUARY 1998 ) DATED 28 NOVEMBER 2002
		NOVATION OF JOINT OPERATING AGREEMENT RELATING TO UK PETROLEUM
		PRODUCTION LICENCE X.000 XXXXX 00/00 XXXX X (21 JANUARY 1998 )
B25		DATED 28 NOVEMBER 2002
		NOVATION OF JOINT OPERATING AGREEMENT RELATING TO (CHANGE OF
		OPERATOR) FOR UK PETROLEUM PRODUCTION LICENCE X.000 XXXXX 00/00
X00		XXXX C (21 JANUARY 1998) DATED 28 NOVEMBER 2002
		NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO
		UK PETROLEUM PRODUCTION LICENCE X.000 XXXXX 00/00 XXXX X (21
B27		JANUARY 1998) DATED 1 DECEMBER 2002
		NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO
		UK PETROLEUM PRODUCTION LICENCE X.000 XXXXX 00/00 XXXX X (21
B28		JANUARY 1998) DATED 1 DECEMBER 2002
		NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO
		UK PETROLEUM PRODUCTION LICENCE X.000 XXXXX 00/00 XXXX X (21
B29		JANUARY 1998) DATED 1 DECEMBER 2002
		NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO
		UK PETROLEUM PRODUCTION LICENCE X.000 XXXXX 00/00 XXXX X (21
B30		JANUARY 1998) DATED 10 MARCH 2003
		NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO
		UK PETROLEUM PRODUCTION LICENCE X.000 XXXXX 00/00 XXXX X (21
B31		JANUARY 1998) DATED 10 MARCH 2003
		NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO
		UK PETROLEUM PRODUCTION LICENCE X.000 XXXXX 00/00 XXXX X (21
B32		JANUARY 1998) DATED 10 MARCH 2003
		NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT IN RESPECT
		OF UK PETROLEUM PRODUCTION LICENCE X.000 XXXXX 00/00 XXXX X (21
B33		JANUARY 1998) DATED 1 OCTOBER 2003
		NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT IN RESPECT
		OF UK PETROLEUM PRODUCTION LICENCE X.000 XXXXX 00/00 XXXX X (21
B34		JANUARY 1998) DATED 1 OCTOBER 2003
		NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT IN RESPECT
		OF UK PETROLEUM PRODUCTION LICENCE X.000 XXXXX 00/00 XXXX X (21
B35		JANUARY 1998) DATED 1 OCTOBER 2003
		AGREEMENT FOR THE TRANSFER OF OPERATORSHIPIN RESPECT OF THE
		JOINT OPERATING AGREEMENT FOR P.226 BLOCK 15/27 (INSOFAR AS IT
		RELATES AS A SEPARATE AGREEMENT TO AREA B) DATED 21 SEPTEMBER
B36			2004
		EXECUTION DEED RE P.226 15/27 AFFECTING 2) JOA AS AMENDED TO
		APPLY AS SEPARATE AGREEMENT TO AREA B (25 FEBRUARY 200O), 3) JOA
		AS AMENDED TO APPLY AS SEPARATE AGREEMENT FOR AREA C (25
B37		FEBRUARY 2000), DATED 21 SEPTEMBER 2004
C		TRANSPORTATION & PROCESSING
		INTERIM R-BLOCK COMMON FACILITIES AGREEMENT UK PETROLEUM
		PRODUCTION LICENCES P.226 NAD P.339 BLOCKS 15/27 AND 15/28B,
C01		DATED 21 JANUARY 1998.
		R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT (AH001
C02		OWNERS AND R-BLOCK OWNERS) DATED 29 JANUARY 1998.
		AH001 - R-BLOCK CONSTRUCTION, INSTALLATION AND TIE-IN AGREEMENT
C03		DATED 29 JANUARY 1998
		LETTER FROM ELF TO XXXXXXXX RE R-BLOCK DEVELOPMENT PRIOR TO TPA
C04		DATED 29 JANUARY 1998
C05		OPERATIONAL MATRIX AGREEMENT, DATED 29 JANUARY 1998.
		LETTER AGREEMENT AUTHORISING OPERATOR TO EXECUTE AGREEMENTS RE
		THE DEVELOPMENT OF THE XXXXX AND XXXXX XXXXXX, DATED 29 JANUARY
C06			1998.
		R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT THROUGH
C07		FLOTTA SYSTEM), DATED 20 MARCH 1998
		AGREEMENT BETWEEN XXXXXXXX PETROLEUM COMPANY UK LIMITED (ACTING
		FOR AND ON BEHALF OF ITSELF AND THE R-BLOCK GROUP) AND ELF
		EXPLORATION UK PLC IN RESPECT OF R-BLOCK NGLS DATED 20 MARCH
C08			1998
C09		FLOTTA POWER EXPORT LETTER, DATED 20 MARCH 1998.
		INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA REQUIREMENTS
		RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA
C10		SYSTEM, DATED 20 MARCH 1998
		NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND
C11		PROCESSING AGREEMENT (20 MARCH 1998) DATED 26 MARCH 1998
		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND
		OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 26 MARCH
C12			1998
		NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES
		AGREEEMENT UK PETROLEUM PRODUCTION LICENCES P.226 AND P.339 (21
C13		JANUARY 1998) DATED 26 MARCH 1998
		R-BLOCK PIPELINES OVER THE XXXXXX PIPELINE - PIPELINE CROSSING
C14		AGREEMENT DATED 31 MARCH 1998
		HYDROCARBON ALLOCATION METHODOLOGY IVANHOE/XXX XXX/ XXXXX/XXXXX,
C15		UNDATED
		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND
		OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 1 JULY
C16			1998
		NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES
		AGREEEMENT UK PETROLEUM PRODUCTION LICENCES P.226 AND P.339 (21
C17		JANUARY 1998) DATED 1 JULY 1998
		NOVATION OF THE R-BLOCK PIPELINES OVER THE XXXXXX PIPELINE
		PIPELINE CROSSING AGREEMENT (31 MARCH 1998) DATED 31 DECEMBER
C18			1998.
		NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND
C19		PROCESSING AGREEMENT (20 MARCH 1998) DATED 22ND JANUARY 1999
		NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA
		REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS
C20		IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 1 MAY 2000
		NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND
C21		PROCESSING AGREEMENT (20 MARCH 1998) DATED 1 MAY 2000
		NOVATION AGREEMENT IN RESPECT OF R-BLOCK AREA NGL'S AND FLOTTA
C22		POWER EXPORT AGREEMENT (20 MARCH 1998) DATED 01 MAY 2000
		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND
		OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 30 JUNE
C23			2000
		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND
		OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 20 JULY
C24			2000
		NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND
C25		PROCESSING AGREEMENT (20 MARCH 1998) DATED 20 JULY 2000
		NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES
		AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226 AND P.339 (21
C26		JANUARY 1998) DATED 20 JULY 2000
		NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND
C27		PROCESSING AGREEMENT (20 MARCH 1998) DATED 22 DECEMBER 2000
		NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA
		REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS
C28		IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 22 DECEMBER 2000.
		NOVATION OF AGREEMENT IN RESPECT OF R-BLOCK NGL’S AND FLOTTA
C29		POWER EXPORT AGREEMENT (20 MARCH 1998) DATED 22 DECEMBER 2000.
		NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND
C30		PROCESSING AGREEMENT (20 MARCH 1998) DATED 30 MARCH 2001
		NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES
		AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226 AND P.339 (21
C31		JANUARY 1998) DATED 30 MARCH 2001
		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND
C32		OPERATIONAL SERVICES AGREEMENT DATED 23 APRIL 2001
		NOVATION OF ACKNOWLEGEMENT AGREEMENT RELATING TO THE
		TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH
C33		1998) DATED 12 NOVEMBER 2002
		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND
		OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 12
C34		NOVEMBER 2002
		NOVATION OF R-BLOCK PROCESSING AND OPERATIONAL SERVICES
C35		AGREEMENT (29 JANUARY 1998) DATED 28 NOVEMBER 2002
		NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT
C36		(20 MARCH 1998) DATED 28 NOVEMBER 2002
		NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES
		AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226 AND P.339 (21
C37		JANUARY 1998) DATED 28 NOVEMBER 2002
		LETTER AGREEMENT CONOCO XXXXXXXX TO TALISMAN RE XXXXX & XXXXX
		POST-COMPLETION PRODUCTION REPORTING & GAS NOMINATION SERVICES
C38		DATED 29 NOVEMBER 2002
		NOVATION OF R-BLOCK NGLS AGREEMENT (20 MARCH 1998) DATED 1
C39		DECEMBER 2002
		NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT
C40		(20 MARCH 1998) DATED 1 DECEMBER 2002
		NOVATION OF INTERFACE AGREEMENT (20 MARCH 1998) DATED 1 DECEMBER
C41			2002
		NOVATION OF R-BLOCK PIPELINES OVER THE XXXXXX PIPELINE -
		PIPELINE CROSSING AGREEMENT (31 MARCH 1998) DATED 1 DECEMBER
C42			2002
		NOVATION OF XX-000 X-XXXXX CONSTRUCTION, INSTALLATION AND TIE-IN
C43		AGREEMENT (29 JANUARY 1998) DATED 1 DECEMBER 2002
		NOVATION OF FLOTTA POWER EXPORT LETTER AGREEMENT (20 MARCH 1998)
C44		DATED 1 DECEMBER 2002
		NOVATION AND AMENDMENT OF INTERIM R-BLOCK COMMON FACILITIES
		AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226, P.339, BLOCKS
C45		15/27 AND 15/28B (21 JANUARY 1998) DATED 1 DECEMBER 2002
		NOVATION OF OPERATIONAL MATRIX AGREEMENT (29 JANUARY 1998) DATED
C46		1 DECEMBER 2002
		NOVATION OF R-BLOCK PROCESSING AND OPERATIONAL SERVICES
C47		AGREEMENT (29 JANUARY 1998) DATED 10 MARCH 2003
		NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT
C48		(20 MARCH 1998) DATED 10 MARCH 2003
		NOVATION AND AMENDMENT OF INTERIM R-BLOCK COMMON FACILITIES
		AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226 & P.339 BLOCKS
C49		15/27 AND 15/28B (21 JANNUARY 1998) DATED 10 MARCH 2003
		NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA
		REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS
C50		IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 1 JULY 2003
		NOVATION OF ACKNOWLEGEMENT AGREEMENT RELATING TO THE
		TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH
C51		1998) DATED 1 JULY 2003
		NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT
C52		(20 MARCH 1998) DATED 1 JULY 2003
		NOVATION OF R-BLOCK PROCESSING AND OPERATIONAL SERVICES
C53		AGREEMENT (29 JANUARY 1998) DATED 1 OCTOBER 2003
		NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT
C54		(20 MARCH 1998) DATED 1 OCTOBER 2003
		NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA
		REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS
C55		IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 1 OCTOBER 2003
		NOVATION AND AMENDMENT OF INTERIM R-BLOCK COMMON FACILITIES
		AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226, P.339, BLOCKS
C56		15/27 AND 15/28B (21 JANUARY 1998) DATED 1 OCTOBER 2003
		NOVATION OF ACKNOWLEDGEMENT AGREEMENT RELATING TO THE
		TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEMS (20
C57		MARCH 1998) DATED 10 OCTOBER 2003
		EXECUTION DEED RELATING TO INTER-ALIA R BLOCK PIPELINES OVER THE
		XXXXXX PIPELINE CROSSING AGREEMENT (31 MARCH 1998) DATED 1
C58		NOVEMBER 2004
		EXECUTION DEED RELATING TO INTER-ALIA RE R-BLOCK OIL
		TRANSPORTATION AND PROCESSING AGREEMENT (20 MARCH 1998),
		INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA REQUIREMENTS
		RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA
		SYSTEM (20 MARCH 1998), ACKNOWLEDGEMENT AGREEMENT RELATING TO
		THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20
		MARCH 1998) SEE SCHEDULE PART 1 FOR ALL DOCUMENTS RELATING TO
C59		EXECUTION DEED DATED 31 DECEMBER 2004
		PIPELINE CROSSING AGREEMENT IN RESPECT OF THE CROSSING OF THE 8"
		XXXXX OIL PIPELINES PL1616 AND PL1617, THE 8" XXXXX WATER
		INJECTION PIPELINE PL1620, THE 4" XXXXX GAS PIPELINE PL1618 AND
		THE XXXXX UMBILICAL PL1619 BY THE TWEEDSMUIR PIPELINES AND
C60		UMBILICAL DATED 29 JULY 2005
D		SALE & PURCHASE AGREEMENTS
E		MISCELLANEOUS
E01		STAMPDUTY AGREEMENT DATED 25 APRIL 1984
		FIRST AMENDMENT TO STAMPDUTY AGREEMENT (25 APRIL 1984) DATED 13
E02		SEPTEMBER 1984
		NOVATION RELATING TO THE PAYMENT OF STAMPDUTY AND THE RETENTION
E03		OF DOCUMENTS RE LICENCE P.226 DATED 1 JANUARY 1986
		SECOND AMENDMENT TO STAMPDUTY AGREEMENT (25 APRIL 1984) DATED 6
E04		MARCH 1986
		THIRD AMENDMENT TO STAMPDUTY AGREEMENT (25 APRIL 1984) DATED 23
E05		JUNE 1987
		FOURTH SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984)
E06		DATED 29 SEPTEMBER 1989
		FIFTH SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) AS
E07		AMENDED DATED 20 OCTOBER 1989
		SIXTH SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) AS
E08		AMENDED DATED 17 NOVEMBER 1989
E09		STAMPDUTY AGREEMENT DATED 15 OCTOBER 1992
E10		CONFIDENTIALITY AGREEMENT DATED 21 JULY 1995
		SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) DATED 1
E11		APRIL 1996
E12		STAMPDUTY AGREEMENT DATED 2 APRIL 1996
		SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) DATED 3
E13		OCTOBER 1996
		CONFIDENTIALITY AGREEMENT BETWEEN ELF EXPLORATION UK PLC,
		XXXXXXXX PETROLEUM COMPANY UNITED KINGDOM LIMITED AND AMERADA
		XXXX LIMITED RELATING TO THE TRANSPORTATION OF BLOCKS 15/27 AND
		15/28B LIQUIDS VIA AH001 AND THE FLOTTA SYSTEM FOR PROCESSING AT
E14		FLOTTA TERMINAL DATED 12 FEBRUARY 1997
		LETTER AGREEMENT RE FEED STUDIES FOR R-BLOCK TIEBACK TO AH001
E15		DATED 4 MARCH 1997
		SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) DATED 10
E16		MARCH 1997
		SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) DATED 11
E17		MARCH 1997
		AGREEMENT CONCERNING THE RETENTION OF DOCUMENTS OUTSIDE THE UK
E18		DATED 18 NOVEMBER 1997
		SUPPLEMENTAL TO STAMPDUTY AGREEMENT DATED 25 APRIL 1984, AS
E19		AMENDED, DATED 21 NOVEMBER 1997.
		LETTER RE. REBATE TO NON-OPERATORS OF COSTS FOR PROJECT
		MANAGEMENT SERVICES PROVIDED BY XXXXXXXX PETROLEUM COMPANY
		UNITED KINGDOM LIMITED UNDER THE XXXXX JOINT OPERATING AGREEMENT
E20		FOR BLOCK 15/27 DATED 22 JULY 1999
E21		GUARANTEE BY MARUBENI IN FAVOUR OF XXXXXXXX, DATED 17 JULY 2000.
		STAMPDUTY AGREEMENT IN RESPECT OF UNITED KINGDOM PETROLEUM
		PRODUCTION LICENCES P.079 (BLOCK 30/13C), X.000 (XXXXX 00/00X),
		X.000 (XXXXX 15/27) AND P.339 (BLOCK 15/28B) BETWEEN XXXXXXXX
		PETROLEUM COMPANY UNITED KINGDOM LIMITED AND TALISMAN ENERGY
E22		(UK) LIMITED DATED 31 JULY 2002
		COPY POWER OF ATTORNEY BY TALISMAN ENERGY (UK) LIMITED IN FAVOUR
E23		OF PHILIPARGO DATED 30 JULY 2002
		COPY POWER OF ATTORNEY BY XXXXXXXX PETROLEUM COMPANY UNITED
		KINGDOM LIMITED IN FAVOUR OF XXXXXXXX XXX AND XXXX XXXXXX DATED
E24		31 JULY 2002
		SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) AS
E25		AMENDED DATED 4 OCTOBER 2002
		SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) AS
E26		AMENDED, DATED 28 NOVEMBER 2002
		SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) AS
E27		AMENDED, DATED 1 DECEMBER 2002
		POWER OF ATTORNEY FOR XXXXXX YORK (CENTRICA) RE SIGN, SEAL AND
E28		DELIVER DOCUMENTS FOR SALE AND PURCHASE DATED 12 DECEMBER 2002
		POWER OF ATTORNEY APPOINTING XXXXXX XXXXXXXXX TO EXECUTE THE
E29		SALE & PURCHASE AGREEMENT DATED 10 DECEMBER 2002
		AGREEMENT FOR THE RETENTION OF DOCUMENTS OUTSIDE THE UNITED
		KINGDOM RE BLOCKS 15/27 AND 15/28B INCLUDING THE XXXXX AND XXXXX
E30		FIELDS DATED 20 DECEMBER 2002
		POWER OF ATTORNEY APPOINTING XXXXXX XXXXXXXXX TO EXECUTE THE
		NOVATION OF THE R-BLOCK OIL TRANSPORTATION AND PROCESSING
E31		AGREEMENT FOR TNSL & TPUK DATED 6 MARCH 2003
		POWER OF ATTORNEY APPOINTING XXXXXX XXXXXXXXX TO EXECUTE THE
		R-BLOCK OIL PROCESSING AND OPERATIONAL SERVICES AGREEMENT DATED
E32		6 MARCH 2003
E33		DEED OF ADHERENCE DATED 1 OCTOBER 2003
		DEED OF ASSIGNMENT IN RESPECT OF THE MARUBENI GUARANTEE (17 JULY
E34		2000) DATED 1 OCTOBER 2003
		CERTIFICATE OF INCORPORATION ON CHANGE OF NAME FROM INTREPID
		ENERGY ALPHA LTD TO TALISMAN ENERGY ALPHA LTD DATED 6 JANUARY
E35			2004
		DEED OF ADHERENCE RELATING TO A STAMPDUTY (25 APRIL 1984) DATED
E36		21 SEPTEMBER 2004
F		DTI DOCUMENTATION
		DTI LETTER OF CONSENT DATED 23 JANUARY 1998 RE. PROPOSED
		ASSIGNMENT OF VARIOUS BG COMPANIES LICENCE INTERESTS TO INTREPID
F01		ENERGY NORTH SEA LIMITED
		LETTER FROM DTI RE. PETROLEUM PRODUCTION LICENCE P.226
F02		DEVELOPMENT AND PRODUCTION WORKS DATED 02 FEBRUARY 1998
		NOTICE OF DETERMINATION OF OIL FIELD NO. 264 XXXXX DATED 10
F03		MARCH 1998
		DTI LETTER DATED 12 FEBRUARY 1999 RE. PETROLEUM PRODUCTION
		LICENCE NOS P.226 AND P.339 - CONSENT TO FLARE GAS DURING PERIOD
F04		15 FEBRUARY 1999 AND 28 FEBRUARY 1999
		DTI LETTER DATED 23 MARCH 1999 RE. XXXXXXXXX XXX 0000:
		INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE
		PIPELINES, PL 1616, PL 1617, PL 1618, PL 1619.1 AND PL 1619.2,
F05		PL 1619.3 TO PL 1619.8
		DTI LETTER DATED 23 MARCH 1999 RE. XXXXXXXXX XXX 0000:
		INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE
F06		PIPELINES, PL 1620, PL 1621, PL 1622, PL 1623.1 AND PL 1623.2
		DTI LETTER RE. XXXXXXXXX XXX 0000: INVITATION TO MAKE
		REPRESENTATIONS UNDER SECTION 31(4) OFFSHORE INSTALLATIONS DATED
F07		23 MARCH 1999
		DTI LETTER DATED 15 APRIL 1999 RE. XXXXXXXXX XXX 0000: SECTION
		29 NOTICE - OFFSHORE INSTALLATIONS, XXXXX SUBSEA XXXXX TIED BACK
F08		TO XXX XXX FPSO 'AH001' VIA XXXXX PRODUCTION MANIFOLD
		DTI LETTER RE. XXXXXXXXX XXX 0000: SECTION 29 NOTICE, SUBMARINE
		XXXXXXXXX XX 0000, XX 0000, XX 1618, PL 1619.1 AND PL 1619.2, PL
F09		1619.3 TO PL 1619.8 DATED 26 APRIL 1999
		DTI LETTER RE. XXXXXXXXX XXX 0000: XXXXXXX 00 XXXXXX -
		XXXXXXXXX XXXXXXXXX, XX 1620 TO PL 1622, PL 1623.1 AND PL 1623.2
F10		DATED 26 APRIL 1998
		DTI LETTER RE. XXXXXXXXX XXX 0000: CONSIDERATION TO WITHDRAW
		SECTION 29 NOTICE SERVED ON VEBA UNDER SECTION 31(5) (NOTICE
		ISSUED 26 APRIL 0000), XX 1620, PL 1621, PL 1622, PL 1623.1 AND
F11		PL 1623.2 DATED 18 DECEMBER 2000
		DTI LETTER RE. XXXXXXXXX XXX 0000: INVITATION TO MAKE
		REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE PIPELINES, PL
		1620, PL 1621, PL 1622, PL 1623.1 AND PL 1623.2 DATED 18
F12		DECEMBER 2000
		DTI LETTER RE. XXXXXXXXX XXX 0000: CONSIDERATION TO WITHDRAW
		SECTION 29 NOTICE UNDER SECTION 31(5) (NOTICE ISSUED 26 APRIL
		1999) PL 1616, PL 1617, PL 1618, PL 1619.1 AND PL 1619.2, PL
F13		1619.3 TO PL 1619.8 DATED 18 DECEMBER 2000
		DTI LETTER RE. XXXXXXXXX XXX 0000: CONSIDERATION TO WITHDRAW
		SECTION 29 NOTICE UNDER SECTION 31/(5) (NOTICED ISSUED 15 APRIL
		1999), XXXXX SUBSEA XXXXX TIED BACK TO XXX XXX FPSO 'AH001' VIA
F14		XXXXX PRODUCTION MANIFOLD DATED 18 DECEMBER 2000
		DTI LETTER RE. XXXXXXXXX XXX 0000: INVITATION TO MAKE
		REPRESENTATIONS UNDER SECTION 31(4) - OFFSHORE INSTALLATIONS,
		XXXXX SUBSEA XXXXX TIED BACK TO XXX XXX FPSO 'AH001' VIA XXXXX
F15		PRODUCTION MANIFOLD DATED 18 DECEMBER 2000
		DTI LETTER DATED 18 DECEMBER 2000 RE. XXXXXXXXX XXX 0000:
		INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4),
		SUBMARINE PIPELINES, PL 1616, PL 1617, PL 1618, PL 1619.1 AND PL
F16		1619.2, PL 1619.3 TO PL 1619.8
		DTI LETTER DATED 31 DECEMBER 2000 RE LICENCE NOS P.226 AND P.339
		- CONSENT TO FLARE GAS DURING PERIOD 1 JANUARY 2001 TO 31
F17		DECEMBER 2001
		DTI LETTER DATED 30 JANUARY 2001 RE. XXXXXXXXX XXX 0000: XXXXXXX
		00 XXXXXX - XXXXXXXXX XXXXXXXXX XX 1620 TO PL 1622, PL 1623.1
F18		AND PL 1623.2
		DTI LETTER DATED 30 JANUARY 2001 RE. XXXXXXXXX XXX 0000: SECTION
		29 NOTICE - SUBMARINE PIPELINES, PL 1616 TO PL 1618, PL 1619.1
X00		XXX XX 0000.0, XX 1619.3 TO PL 1619.8
		DTI LETTER DATED 30 JANUARY 2001 RE. XXXXXXXXX XXX 0000: SECTION
F20		29 NOTICE - OFFSHORE INSTALLATIONS,
		LETTER FROM DTI FOR PETROLEUM PRODUCTION LICENCE NOS. P.226
		BLOCK 15.27 AREA A (WHICH INCLUDES XXXXX XXXXX) & XXXX X & X.000
		XXXXX 00/00X XXXX A (WHICH INCLUDES XXXXX FIELD) CONCERNING
F21		OPERATORSHIPDATED 22 NOVEMBER 2002
		DTI - CONSENT TO FLARE GAS FOR P.226 AND P.339 COMMENCING 1
F22		JANUARY TO 31 DECEMBER 2002 DATED 12 DECEMBER 2002
		LETTER FROM DTI FOR PETROLEUM PRODUCTION LICENCE NOS. X.000,
		X.000, X.000, X.000, X.000, X.000, X.000, X.000, P.588 AND P.640
F23		CONSENT TO FLARING OF GAS DATED 19 DECEMBER 2002
		LETTER FROM DTI TO TUK RE PETROLEUM PRODUCTION LICENCE NO. P.226
F24		AND P.339 CONSENT TO FLARE GAS DATED 23 DECEMBER 2002
		LETTER FROM DTI TO TUK RE PETROLEUM PRODUCTION LICENCE NO. P.226
F25		AND P.339 CONSENT TO VENT GAS DATED 23 DECEMBER 2002
		LETTER FROM DTI TO CENTRICA RE ASSIGNMENT OF P.226 AND P.339
F26		DATED 10 JANUARY 2003
		DTI - XXXXXXXXX XXX 0000 : CONSIDERATION TO WITHDRAW (AGIP)
		SECTION 29 NOTICE UNDER SECTION 31(5) RE PIPELINES PL1620 TO
F27		PL1623 DATED 14 FEBRUARY 2003
		DTI - XXXXXXXXX XXX 0000 : CONSIDERATION TO WITHDRAW (AGIP)
		SECTION 29 NOTICE UNDER SECTION 31(5) RE PIPELINES PL1616 TO
F28		PL1619 DATED 14 FEBRUARY 2003
		DTI - XXXXXXXXX XXX 0000 : CONSIDERATION TO WITHDRAW (AGIP)
		SECTION 29 NOTICE UNDER SECTION 31(5) RE XXXXX INSTALLATION
		BLOCK 15/27 : FACILITY : XXXXX SUBSEA XXXXX TIED BACK TO XXX XXX
F29		FPSO AH001 VIA XXXXX PRODUCTION MANIFOLD DATED 14 FEBRUARY 2003
		DTI LETTER DATED 25 MARCH 2003 RE. XXXXXXXXX XXX 0000: SECTION
		29 NOTICE - OFFSHORE INSTALLATIONS, XXXXX SUBSEA XXXXX TIED BACK
F30		TO XXX XXX FPSO 'AH001' VIA XXXXX PRODUCTION MANIFOLD
		DTI LETTER DATED 25 MARCH 2003 RE. XXXXXXXXX XXX 0000: SECTION
		29 NOTICE - SUBMARINE PIPELINES, PL 1620 TO PL 1622, PL 1623.1
F31		AND PL 1623.2
		DTI LETTER DATED 25 MARCH 2003 RE. XXXXXXXXX XXX 0000: SECTION
		29 NOTICE - SUBMARINE PIPELINES (NOTICE DATED 30 JANUARY 0000),
X00		XX 1616 TO PL 1618, PL 1619.1/2/3/4/5/6/7/8
		DTI - PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATIONS
		UNDER SECTION 31(4) OFFSHORE INSTALLATIONS RE XXXXX SUBSEA XXXXX
		TIED BACK TO XXX XXX FPSO AHOO1 VIA XXXXX PRODUCTION MANIFOLD
F33		DATED 8 APRIL 2003
		DTI - PETROLEUM XXX 0000 : INVITATION TO MAKE REPRESENTATIONS
		UNDER SECTION 31(4) SUBMARINE PIPELINES RE XXXXX MANIFOLD PL1616
F34		TO PL1619 DATED 8 APRIL 2003
		DTI - PETROLEUM XXX 0000 : INVITATION TO MAKE REPRESENTATIONS
		UNDER SECTION 31(4) SUBMARINE PIPELINES RE PL1620 TO PL1623
F35		DATED 8 APRIL 2003
		DTI - CONSIDERATION TO WITHDRAW (CONOCOPHILLIPS) SECTION 29
		NOTICE UNDER SECTION 31(5) IN RESPECT OF XXXXX PIPELINES PL1620
F36		TO PL1623.2 DATED 8 APRIL 2003
		DTI - CONSIDERATION TO WITHDRAW (CONOCOPHILLIPS) SECTION 29
		NOTICE UNDER SECTION 31(5) IN RESPECT OF XXXXX PIPELINES PL1616
F37		TO PL1619.8 DATED 08 APRIL 2003
		DTI - CONSIDERATION TO WITHDRAW (CONOCOPHILLIPS) SECTION 29
		NOTICE UNDER SECTION 31(5) IN RESPECT OF THE XXXXX INSTALLATIONS
F38		DATED 8 APRIL 2003
		DTI - PETROLEUM XXX 0000 : INVITATION TO MAKE REPRESENTATIONS
F39		UNDER SECTION 31(4) OFFSHORE INSTALLATIONS RE XXXXX 15/27
		DTI - PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATIONS
		UNDER SECTION 31(4) SUBMARINE PIPE-LINES RE PIPELINES PL620 TO
F40		PL1623.2 DATED 14 MAY 2003
		DTI - CONSIDERATION TO WITHDRAW (CENTRICA AND CONOCOPHILLIPS)
		SECTION 29 NOTICE UNDER SECTION 31(5) IN RESPECT OF XXXXX
F41		PIPELINES DATED 14 MAY 2003
		DTI - CONSIDERATION TO WITHDRAW (CENTRICA AND CONOCOPHILLIPS)
		SECTION 29 NOTICE UNDER SECTION 31(5) IN RESPECT OF XXXXX
F42		PIPELINESPL1620 TO PL1623.2 DATED 14 MAY 2003
		DTI - CONSIDERATION TO WITHDRAW (CENTRICA AND CONOCOPHILLIPS)
		SECTION 29 NOTICE UNDER SECTION 31(5) IN RESPECT OF THE XXXXX
F43		INSTALLATIONS DATED 14 MAY 2003
		DTI - SECTION 29 NOTICE SUBMARINE XXXXXXXXX XXX XX0000 TO
F44		PL1623.2 FOR XXXXX XXXXX DATED 19 JUNE 2003
		DTI - SECTION 29 NOTICE SUBMARINE XXXXXXXXX XXX XX0000 TO
F45		PL1619.8 FOR XXXXX XXXXX DATED 19 JUNE 2003
		DTI - SECTION 29 NOTICE OFFSHORE INSTALLATIONS SENT TO INTREPID
F46		FOR THE XXXXX XXXXX DATED 19 JUNE 2003
		DTI - XXXXXXXXX XXX 0000 : INVITATION TO MAKE REPRESENTATIONS
		UNDER SECTION 31(4) OFFSHORE INSTALLATIONS RE XXXXX XXXXX BLOCK
F47		15/27 DATED 15 DECEMBER 2003
		DTI - PETROLEUM XXX 0000 : INVITATION TO MAKE REPRESENTATIONS
		UNDER SECTION 31(4) SUBMARINE PIPELINES RE XXXXX XXXXX DATED 15
F48		DECEMBER 2003
		DTI LETTER OF SUPPORT RELATING TO CHANGE OF CONTROL RE SHARE
F49		CAPITAL OF INTREPID DATED 17 DECEMBER 2003
		LETTER FROM TEUK TO DTI RE CHANGE OF CONTROL FROM INTREPID DATED
F50		17 DECEMBER 2003
		DTI LETTER RE PROPOSED SALE OF INTREPID ENERGY ALPHA TO TEUK
F51		DATED 18 DECEMBER 2003
		DTI - PRODUCTION LICENCE NOS P.226 AND P.339 CONSENT TO FLARE
F52		GAS IN THE XXXXX AND XXXXX XXXXXX DATED 23 DECEMBER 2003
		DTI - LICENCE NO.S P.226 AND P.339 CONSENT TO FLARE GAS FROM 1
F53		JANUARY 2004 TO 31 DECEMBER 2004 DATED 31 DECEMBER 2003
		DTI - LICENCE P.339 DEVELOPMENT AND PRODUCTION WORKS FOR THE
F54		PERIOD 2 FEBRUARY 1998 TO 31 DECEMBER 2004 DATED 15 JANUARY 2004
		DTI - SECTION 29 NOTICE SUBMARINE PIPELINES SENT TO TEAL AND
F55		TEUK FOR THE XXXXX XXXXX DATED 22 JANUARY 2004
		DTI - SECTION 29 NOTICE OFFSHORE INSTALLATIONS SENT TO TEAL AND
F56		TEUK FOR THE XXXXX XXXXX DATED 22 JANUARY 2004
		LETTER FROM DTI RE. PETROLEUM PRODUCTION LICENCE P.226
		DEVELOPMENT AND PRODUCTION WORKS FOR XXXXX SENT TO TEUK AND TEAL
F57		DATED 31 DECEMBER 2004
		DTI - LICENCE NO.S P.226 AND P.339 CONSENT TO FLARE GAS FROM 1
		JANUARY 2005 TO 31 DECEMBER 2005 SENT TO TEAL & TEUK DATED 31
F58		DECEMBER 2004
		DTI LETTER RE LICENCE NOS P.226 AND P.339 - CONSENT TO FLARE
		GAS DURING PERIOD 1 JANUARY 2005 TO 31 DECEMBER 2005 DATED 19
F59		SEPTEMBER 2005

12

		XXXXX FIELD, LICENCE P.339 BLOCK 15/28b
A		LICENCE DATA
-
A01		LICENCE NO. P.339 TO SEARCH AND BORE FOR AND GET PETROLEUM IN BLOCK 15/28B, DATED 7 MAY 1981.
A02		DEED OF AMENDMENT (BNOC) DATED 07 MAY 1981
A03		LETTER FROM DTI RE. PRODUCTION LICENCE P.339 DATED 07 MAY 1981
A04		DEED RELATING TO THE ACQUISITION OF PETROLEUM WON AND SAVED UNDER THE AUTHORITY OF LICENCE P.339, DATED 7 MAY 1981
A05		OIL OPTION AGREEMENT DATED 13 MAY 1982
A06		OIL AND GAS XXX 0000 DATED 28 JULY 1982
A07		LETTER RE. PROPOSED CARRYING FEE — STOCK TRANSFER DATED 04 OCTOBER 1982
A08		LETTER FROM DTI RE. UNIONOIL REORGANISATION DATED 21 FEBRUARY 1985
A09		CERTIFICATE OF INCORPORATION ON CHANGE OF NAME FROM UNOCAL EXPLORATION AND PRODUCTION COMPANY (UK) LIMITED TO UNOCAL UK LIMITED DATED 11 MARCH 1985
A10		LETTER TO DTI RE RETAIN/SURRENDER LICENCE AREA P.339 TO SECOND TERM WITH SCHEDULE OF RETAINED AREA DATED 17 NOVEMBER 1986
A11		DEED OF TERMINATION OF A DEED DATED 07 MAY 1981 RELATING TO THE ACQUISITION OF PETROLEUM WON AND SAVED UNDER THE AUTHORITY OF LICENCE P.339 DATED 06 OCTOBER 1989
A12		LETTER FROM THE DEPARTMENT OF ENERGY DATED 30 OCTOBER 1991 RE. LICENCE P.339 APPROVING XXXXXXXX PETROLEUM COMPANY UNITED KINGDOM LIMITED IN PLACE OF BRITOIL PLC AS OPERATOR
A13		DEED OF LICENCE ASSIGNMENT P.339, DATED 18 DECEMBER 1991
A14		ASSIGNMENT OF INTERESTS AGREEMENT, DATED 18 DECEMBER 1991.
A15		DEED OF ASSIGNMENT LICENCE P.339 DATED 25 MAY 1993
A16		DEED OF ASSIGNMENT LICENCE P.339 DATED 02 DECEMBER 1994
A17		CERTIFICATE OF INCORPORATION ON CHANGE OF NAME FROM BARCLAYS NORTH SEA LIMITED TO GOAL NS LIMITED DATED 23 DECEMBER 1994
A18		CERTIFICATE OF INCORPORATION ON CHANGE OF NAME FROM GOAL PETROLEUM PUBLIC LIMITED COMPANY TO TALISMAN NORTH SEA LIMITED, DATED 17 APRIL 1996.
A19		CERTIFICATE OF INCORPORATION ON CHANGE OF NAME FROM PURBECK EXPLORATION LIMITED TO ONEPM EXPLORATION LIMITED DATED 15 AUGUST 1997
A20		DEED OF LICENCE ASSIGNMENT IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE P.339, DATED 28 NOVEMBER 1997.
A21		DEED OF LICENCE ASSIGNMENT IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE P.339, DATED 26 MARCH 1998.
A22		CERTIFIED TRUE COPY OF WORKING INTEREST ASSIGNMENT RELATING TO UNITED KINGDOM PETROLEUM PRODUCTION LICENCE P.339 DATED 26 MARCH 1998
A23		POWER OF ATTORNEY (DEMINEX UK OIL AND GAS LIMITED) DATED 28 MAY 1998
A24		DEED OF LICENCE ASSIGNMENT IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE P.339, DATED 12 FEBRUARY 1999.
A25		TRUST DEED IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE P.339, DATED 12 FEBRUARY 1999.
A26		NOVATION AGREEMENT FOR TRUST DEED IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE P.339, DATED 20 JULY 2000
A27		DEED OF LICENCE ASSIGNMENT IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE P.339, DATED 20 JULY 2000.
A28		DEED OF NOVATION OF TRUST DEED IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE P.339, DATED 30 MARCH 2001.
A29		DEED OF LICENCE ASSIGNMENT IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE P.339, DATED 30 MARCH 2001.
X00		XXXX XX XXXXXXXXXX XX XXXXXX XXXXXXX PETROLEUM PRODUCTION LICENCE P.339 DATED 28 NOVEMBER 2002
A31		DEED OF NOVATION OF TRUST DEED (12 FEBRUARY 1999) RELATING TO UNITED KINGDOM LICENCE P.339 DATED 28 NOVEMBER 2002
A32		INTEREST ASSIGNMENT RELATING TO THE ASSETS (THE RENEE, RUBIE, AREA B ASSET, AREA C ASSET, BLOCK 15/28B AREA B ASSET, XXXXX 00/00X & XXXXX 00/00X XXXXX) DATED 1 DECEMBER 2002
X00		XXXX XX XXXXXXXXXX XX XXXXXX XXXXXXX PETROLEUM PRODUCTION LICENCE P.339 DATED 1 DECEMBER 2002
A34		DEED OF NOVATION OF TRUST DEED (12 FEBRUARY 1999) RELATING TO UNITED KINGDOM LICENCE P.339 DATED 1 DECEMBER 2002
X00		XXXX XX XXXXXXXXXX XX XXXXXX XXXXXXX PETROLEUM PRODUCTION LICENCE P.339 DATED 10 MARCH 2003
A36		DEED OF NOVATION OF TRUST DEED (12 FEBRUARY 1999) RELATING TO UNITED KINGDOM LICENCE P.339 DATED 10 MARCH 2003
A37		ASSIGNMENT OF PERCENTAGE INTEREST LICENCE P.339 BLOCK 15/28B DATED 10 MARCH 2003
A38		EXECUTION DEED: (1) UK PETROLEUM PRODUCTION LICENCE P.339 (7 MAY 1981); (2) TRUST DEED IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE P.339 (12 FEBRUARY 1999);DATED 29 SEPTEMBER 2003
A39		ASSIGNMENT OF INTEREST RELATING TO LICENCE P.339 (BLOCK 15/28B - AREA B) DATED 29 SEPTEMBER 2003
A40		DEED OF ASSIGNMENT IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE P.339 DATED 1 OCTOBER 2003
A41		DEED OF NOVATION OF TRUST DEED (12 FEBRUARY 1999) IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE NO. P.339 BLOCK 15/28B (AREA A AND B) DATED 1 OCTOBER 2003
A42		EXECUTION DEED FOR LICENCE P.339 BLOCK 15/28B (AREA B) (NON-XXXXX) (7 MAY 1981) AND TRUST DEED (12 FEBRUARY 1999) DATED 16 MAY 2005
B		OPERATING AGREEMENTS
B01		JOINT OPERATING AGREEMENT FOR SEVENTH ROUND PRODUCTION LICENCE NO, P.339, DATED 29 JULY 1982
B02		NOVATION AND AMENDMENT TO JOINT OPERATING AGREEMENT FOR SEVENTH ROUND PRODUCTION LICENCE NO, P.339, DATED 18 DECEMBER 1991.
B03		NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO LICENCE P.339 DATED 25 MAY 1993
B04		NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO LICENCE P.339 DATED 02 DECEMBER 1994
B05		NOVATION OF AND AMENDMENT TO JOINT OPERATING AGREEMENT FOR SEVENTH ROUND PRODUCTION LICENCE NO, P.339, DATED 28 NOVEMBER 1997.
B06		AMENDING AGREEMENT FOR JOINT OPERATING AGREEMENT FOR UNITED KINGDOM PETROLEUM PRODUCTION LICENCE X.000, XXXXX 00/00X, DATED 21 JANUARY 1998.
B07		AGREEMENT FOR THE ACQUISITION OF EXPRO INTEREST BY BBP DATED 10 MARCH 1998
B08		NOVATION AGREEMENT RELATING TO JOINT OPERATING AGREEMENT FOR UNITED KINGDOM PETROLEUM PRODUCTION LICENCE X.000, XXXXX 00/00X, DATED 26 MARCH 1998.
B09		WORKING INTEREST ASSIGNMENT RELATING TO UK LICENCE P.339 DATED 26 MARCH 1998
B10		JOINT OPERATING AGREEMENT FOR FOR UNITED KINGDOM PETROLEUM PRODUCTION LICENCE X.000, XXXXX 00/00X, DATED 26 JANUARY 1999.
B11		NOVATION OF AND AMENDMENT TO JOINT OPERATING AGREEMENT SEVENTH ROUND PRODUCTIONB LICENCE NO, P.339, DATED 12 FEBRUARY 1999.
B12		NOVATION AGREEMENT FOR JOINT OPERATING AGREEMENT DATED 26 JANUARY 1999 RELATING TO UNITED KINGDOM PETROLEUM PRODUCTION LICENCE X.000, XXXXX 00/00X, DATED 20 JULY 2000.
B13		NOVATION OF AND AMENDMENT TO JOINT OPERATING AGREEMENT FOR SEVENTH ROUND PRODUCTION LICENCE NO. P.339, DATED 30 MARCH 2001.
B14		NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT FOR SEVENTH ROUND PRODUCTION LICENCE NO. P.339, BLOCK 15/28B (26 JANUARY 1999) DATED 28 NOVEMBER 2002
B15		NOVATION OF JOINT OPERATING AGREEMENT FOR SEVENTH ROUND PRODUCTION LICENCE XX. X.000 XXXXX 00/00X XXXX X XXX XXXX X (26 JANUARY 1999) DATED 1 DECEMBER 2002
B16		NOVATION OF JOINT OPERATING AGREEMENT FOR SEVENTH ROUND PROUDCTION LICENCE XX. X.000 XXXXX 00/00X XXXX X XXX XXXX X DATED 10 MARCH 2003
B17		EXECUTION DEED: (1) UK PETROLEUM PRODUCTION LICENCE P.339 DATED 7 MAY 1981; (2) TRUST DEED IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE P.339 DATED 12 FEBRUARY 1999; (3) JOA DATED 26 JANUARY 1999
B18		NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE P.339 BLOCK 15/28B (AREA A AND AREA B) DATED 1 OCTOBER 2003
B19		EXECUTION DEED FOR LICENCE P.339 BLOCK 15/28B (AREA B) (NON-XXXXX) RE JOINT OPERATING AGREEMENT (26 JANUARY 1999) DATED 16 MAY 2005
C		TRANSPORTATION & PROCESSING
C01		INTERIM R-BLOCK COMMON FACILITIES AGREEMENT FOR P.226 AND P.339 DATED 21 JANUARY 1998
C02		R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT DATED 29 JANUARY 1998
C03		AH001 — R-BLOCK CONSTRUCTION, INSTALLATION AND TIE-IN AGREEMENT DATED 29 JANUARY 1998
C04		OPERATIONAL MATRIX AGREEMENT (AH001 OWNERS AND R-BLOCK OWNERS) DATED 29 JANUARY 1998
C05		R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT, DATED 20 MARCH 1998
C06		AGREEMENT BETWEEN XXXXXXXX PETROLEUM COMPANY UK LIMITED (ACTING FOR AND ON BEHLF OF ITSELF AND THE R-BLOCK GROUP) AND ELF EXPLORATION UK PLC IN RESPECT OF R-BLOCK NGLS DATED 20 MARCH 1998
C07		FLOTTA POWER EXPORT LETTER, DATED 20 MARCH 1998.
C08		INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM, DATED 20 MARCH 1998
C09		NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT (20 MARCH 1998) DATED 26 MARCH 1998
C10		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 26 MARCH 1998
C11		NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES AGREEMENT DATED 26 MARCH 1998
C12		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT DATED 1 JULY 1998
C13		NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES AGREEMENT DATED 1 JULY 1998
C14		NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT DATED 1 JULY 1998
C15		EXECUTION DRAFT — SECOND AMENDING AND SUPPLEMENTAL AGREEMENT TO THE XXX XXX / IVANHOE FIELD SPUR ALLOCATION AGREEMENT DATED 19 MAY 1997 IN RESPECT OF R-BLOCK GAS DATED 9 DECEMBER 1998
C16		NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT (20 MARCH 1998) DATED 22 JANUARY 1999
C17		NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 1 MAY 2000
C18		NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT (20 MARCH 1998) DATED 1 MAY 2000
C19		NOVATION OF AGREEMENT IN RESPECT OF R-BLOCK AREA NGL’S AND FLOTTA POWER EXPORT AGREEMENT (20 MARCH 1998) DATED 1 MAY 2000
C20		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 30 JUNE 2000
C21		NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT (20 MARCH 1998) DATED 20 JULY 2000
C22		NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES AGREEMENT (21 JANUARY 1998) DATED 20 JULY 2000
C23		NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT (20 MARCH 1998) DATED 22 DECEMBER 2000
C24		NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 22 DECEMBER 2000
C25		NOVATION OF AGREEMENT IN RESPECT OF R-BLOCK AREA NGL’S AND FLOTTA POWER EXPORT AGREEMENT (20 MARCH 1998) DATED 22 DECEMBER 2000
C26		NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES AGREEMENT (21 JANUARY 1998) DATED 30 MARCH 2001
C27		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT DATED 23 APRIL 2001
C28		NOVATION OF ACKNOWLEDGEMENT AGREEMENT RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 12 NOVEMBER 2002
C29		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 12 NOVEMBER 2002
C30		CERTIFIED COPY NOVATION AGREEMENT RE (1) OIL TRANSPORTATION HEADS OF AGREEMENT (28 AUGUST 1987); (2) SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS OF AGREEMENT (JULY 1989); (3) AMENDMENT AGREEMENT TO THE OIL TRANSPORTATION HEADS OF AGREEMENT (7 FEBRUARY 1995) DATED 12 NOVEMBER 2002
C31		NOVATION OF PIPELINE AGREEMENT (1 JULY 1998) DATED 12 NOVEMBER 2002
C32		NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT (20 MARCH 1998) DATED 28 NOVEMBER 2002
C33		NOVATION OF R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 28 NOVEMBER 2002
C34		NOVATION OF INTERIM R-BLOCK COMMON FACILITIES AGREEMENT UK PETROLEUM LICENCES P.226 AND P.339 (21 JANUARY 1998) DATED 28 NOVEMBER 2002
C35		NOVATION OF R-BLOCK PIPELINES OVER THE XXXXXX PIPELINE PIPELINE CROSSING AGREEMENT (31 MARCH 1998) DATED 1 DECEMBER 2002
C36		NOVATION OF AH-001 — R-BLOCK CONSTRUCTION INSTALLATION AND TIE-IN AGREEMENT (29 JANUARY 1998) DATED 1 DECEMBER 2002
C37		NOVATION OF R-BLOCK NGLS AGREEMENT (20 MARCH 1998) DATED 1 DECEMBER 2002
C38		NOVATION OF OPERATIONAL MATRIX AGREEMENT (29 JANUARY 1998) DATED 1 DECEMBER 2002
C39		NOVATION OF INTERFACE AGREEMENT (20 MARCH 1998) DATED 1 DECEMBER 2002
C40		NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT (20 MARCH 1998) DATED 1 DECEMBER 2002
C41		NOVATION OF R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 1 DECEMBER 2002
C42		NOVATION AND AMENDMENT OF INTERIM R-BLOCK COMMON FACILITIES AGREEMENT UK PETROLEUM PRODUCTION LICENCES X.000, X.000, XXXXXX 15/27 AND 15/28B (21 JANUARY 1999) DATED 1 DECEMBER 2002
C43		CERTIFIED COPY NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT DATED 10 MARCH 2003
C44		CERTIFIED COPY NOVATION OF R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT DATED 10 MARCH 2003
C45		NOVATION AND AMENDMENT OF INTERIM R-BLOCK COMMON FACILITIES AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226 & P.339 BLOCKS 15/27 AND 15/28B (21 JANUARY 1998) DATED 10 MARCH 2003
C46		NOVATION OF ACKNOWLEDGEMENT AGREEMENT RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 1 JULY 2003
C47		NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 1 JULY 2003
C48		NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENTS (20 MARCH 1998) DATED 1 JULY 2003
C49		NOVATION OF R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 1 OCTOBER 2003
C50		NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT (20 MARCH 1998) DATED 1 OCTOBER 2003
C51		NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 1 OCTOBER 2003
C52		NOVATION AND AMENDMENT OF INTERIM R-BLOCK COMMON FACILITIES AGREEMENT UK PETROLEUM PRODUCTION LICENCES X.000, X.000, XXXXXX 15/27 AND 15/28B (21 JANUARY 1998) DATED 1 OCTOBER 2003
C53		EXECUTION DEED FOR LICENCE P.341 INCLUDING THE XXXXXX FIELD RE R-BLOCK PIPELINES OVER THE XXXXXX PIPELINE CROSSING AGREEMENT (31 MARCH 1998) DATED 1 NOVEMBER 2004
C54		EXECUTION DEED RELATING TO THIRD PARTY TARIFFING RE R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT (20 MARCH 1998), INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH 1998), ACKNOWLEDGEMENT AGREEMENT RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 31 DECEMBER 2004
C55		HYDROCARBON ALLOCATION METHODOLOGY IVANHOE/XXX XXX/XXXXX/XXXXX - UNDATED
D		SALE & PURCHASE
E		MISCELLANEOUS
E01		LETTER RE TRANSFER OF MATERIAL FROM OPERATOR’S PETERHEAD WAREHOUSE AND CARRYING CHARGE AND RELATED PROVISIONS — LICENCE P.339 DATED 26 OCTOBER 1983
E02		STAMP DUTY AGREEMENT DATED 25 APRIL 1984
E03		SCHEDULE OF RETENTION DATED 15 DECEMBER 1986
E04		LETTER RE OPERATING COMMITTEE REPRESENTATIVES FOR LICENCE P.339 DATED 1 AUGUST 1991
E05		STAMP DUTY AGREEMENT DATED 18 DECEMBER 1991
E06		LICENCE AGREEMENT FOR NON EXCLUSIVE 3D GEOPHYSICAL SURVEY DATED 11 DECEMBER 1992
E07		CERTIFICATE OF INCORPORATION ON CHANGE OF NAME — BARCLAYS NORTH SEA LIMITED TO GOAL NS LIMITED DATED 23 DECEMBER 1994
E08		ANNOUNCEMENT — CHANGE OF NAME OF GOAL PETROLEUM PLC (A SUBSIDIARY OF TALISMAN ENERGY (UK) LIMITED) TO TALISMAN NORTH SEA LIMITED EFFECTIVE 17 APRIL 1996
E09		COPY CONFIDENTIALITY AGREEMENT DATED 2 MAY 1996 BETWEEN BP EXPLORATION COMPANY LIMITED AND XXXXXXXX PETROLEUM COMPANY UNITED KINGDOM LIMITED RE. BLOCK 15/28B LIQUIDS TRANSPORTATION VIA THE FORTIES SYSTEM
E10		LETTER RE FEED STUDIES FOR R-BLOCK TIEBACK TO AH001 DATED 4 MARCH 1997
E11		R-BLOCK PIPELINES OVER THE XXXXXX PIPELINE — PIPELINE CROSSING AGREEMENT DATED 31 MARCH 1998
E12		STAMP DUTY AGREEMENT DATED 1 JUNE 1998
E13		GUARANTEE BY MARUBENI IN FAVOUR OF XXXXXXXX DATED 17 JULY 2000
E14		POWER OF ATTORNEY DATED 30 JULY 2002
E15		STAMP DUTY AGREEMENT DATED 31 JULY 2002
E16		POWER OF ATTORNEY DATED 31 JULY 2002
E17		GUARANTEE BY CENTRICA IN FAVOUR OF XXXXXXXX PETROLEUM CO LTD RE CENTRICA RESOURCES LIMITED INTEREST IN LICENCE X.000 XXXXX 00/00X XXX X.000 XXXXX 15/27 , DATED 20 NOVEMBER 2002
E18		LETTER AGREEMENT CONOCOPHILLIPS TO TALISMAN RE XXXXX AND XXXXX POST-COMPLETION PRODUCTION REPORTING AND GAS NOMINATION SERVICES DATED 29 NOVEMBER 2002
E19		DEED OF ASSIGNMENT OF GUARANTEE (20 NOVEMBER 2002) CENTRICA TO TALISMAN DATED 1 DECEMBER 2002
E20		POWER OF ATTORNEY DATED 10 DECEMBER 2002
E21		POWER OF ATTORNEY FOR CENTRICA DATED 12 DECEMBER 2002
E22		AGREEMENT FOR THE RETENTION OF DOCUMENTS OUTSIDE THE UK DATED 20 DECEMBER 2002
E23		POWERS OF ATTORNEY DATED 6 MARCH 2003
E24		STAMP DUTY AGREEMENT RELATING TO LICENCE P.205, P.202, P.339, P.312, P.103, P.213, P.255 AND P.073 DATED 4 JULY 2003
E25		DEED OF ASSIGNMENT IN RESPECT OF THE MARUBENI GUARANTEE (17 JULY 2000) DATED 1 OCTOBER 2003
E26		CERTIFICATE OF INCORPORATION ON CHANGE OF NAME FROM INTREPID ENERGY ALPHA LIMITED TO TALISMAN ENERGY ALPHA LIMITED DATED 6 JANUARY 2004
F		DTI
F01		DTI LETTER RE LICENCE XX.X X.000, X.000, X.000 XXX X.000 XXXXXXXX XX INCLUDE AMENDMENTS DATED 20 OCTOBER 1997
F02		DTI LETTER DATED 17 DECEMBER 1997 RE. OIL TAXATION XXX 0000 - NOTICE OF PROPOSED DETERMINATION OF OIL FIELD NO 265 XXXXX
F03		LETTER FROM DTI RE. PETROLEUM PRODUCTION LICENCE P.339 DEVELOPMENT AND PRODUCTION WORKS DATED 02 FEBRUARY 1998
F04		DTI LETTER DATED 10 MARCH 1998 RE. OIL TAXATION XXX 0000 - DETERMINATION OF OIL FIELD NO 265 XXXXX
F05		COPY DTI LETTER DATED 21 JULY 1998 RE. PETROLEUM PRODUCTION LICENCE NO P.339 — APPLICATIONS TO FLARE GAS FROM THE XXXXX FIELD
F06		DTI LETTER DATED 12 FEBRUARY 1999 RE. PETROLEUM PRODUCTION LICENCES NOS P.226 AND P.339 — CONSENT TO FLARE GAS DURING PERIOD 15 FEBRUARY 1999 TO 28 FEBRUARY 1999
F07		DTI LETTER DATED 26 JULY 1999 RE. XXXXXXXXX XXX 0000: INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE PIPELINES PL 1624, PL 1625, PL 1626.1, PL 1626.2, PL 1626.3 TO PL 1626.8
F08		DTI LETTER DATED 26 JULY 1999 RE. XXXXXXXXX XXX 0000: INVIATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) — OFFSHORE INSTALLATIONS
F09		DTI LETTER DATED 27 AUGUST 1999 RE. XXXXXXXXX XXX 0000: SECTION 29 NOTICE — SUBMARINE XXXXXXXXX XX 0000, XX 0000, XX 1626.1, PL 1626.2, PL 1626.3 TO PL 1626.8
F10		DTI LETTER DATED 27 AUGUST 1999 RE. XXXXXXXXX XXX 0000: SECTION 29 NOTICE — OFFSHORE INSTALLATIONS
		DTI LETTER DATED 18 DECEMBER 200 RE. XXXXXXXXX XXX 0000:
F11		CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION 31(5)
		DTI LETTER DATED 18 DECEMBER 2000 RE. XXXXXXXXX XXX 0000:
F12		INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) OFFSHORE INSTALLATIONS
		DTI LETTER DATED 18 DECEMBER 2000 RE. XXXXXXXXX XXX 0000:
F13		INVIATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE PIPELINES PL 1624, PL 1625, PL 1626.1, PL 1626.2, PL 1626.3 TO PL 1626.8
F14		DTI LETTER DATED 31 DECEMBER 2000 RE. PETROLEUM PRODUCTION LICENCE NOS P.226 AND P.339 — CONSENT TO FLARE GAS DURING PERIOD 1 JANUARY 2001 TO 31 DECEMBER 2001
F15		DTI LETTER DATED 30 JANUARY 2001 RE. XXXXXXXXX XXX 0000: SECTION 29 NOTICE — SUBMARINE XXXXXXXXX XX 0000, XX 0000, XX 1626.1, PL 1626.2, PL 1626.3 TO PL 1626.8
F16		DTI LETTER DATED 30 JANUARY 2001 RE. XXXXXXXXX XXX 0000: SECTION 29 NOTICE OFFSHORE INSTALLATIONS
		DTI LETTER DATED 8 AUGUST 2001 RE. XXXXXXXXX XXX 0000:
F17		CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION 31(5) (NOTICE DATED 30 JANUARY 2001)
		DTI LETTER DATED 8 AUGUST 2001 RE. XXXXXXXXX XXX 0000:
F18		CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION 31(5) (NOTICE DATED 30 JANUARY 2001) — PL 1624, PL 1625, PL 1626.1, PL 1626.2, PL 1626.3 TO PL 1626.8
		DTI LETTER DATED 10 SEPTEMBER 2001 RE. XXXXXXXXX XXX 0000:
F19		SECTION 29 NOTICE, SUBMARINE PIPELINES — PL1624 TO PL1626.1/2/3/4/5/6/7/8
		DTI LETTER DATED 10 SEPTEMBER 2001 RE. XXXXXXXXX XXX 0000:
F20		SECTION 29 NOTICE — OFFSHORE INSTALLATIONS (NOTICE ISSUED 30 JANUARY 2001)
F21		LETTER FROM DTI FOR PETROLEUM PRODUCTION LICENCE XX. X.000 XXXXX 00/00X XXXX A (INCLUDING XXXXX) & AREA C & X.000 XXXXX 00/00X XXXX A (INCLUDING XXXXX) CONCERNING OPERATORSHIP DATED 22 NOVEMBER 2002
F22		DTI — CONSENT TO FLARE GAS FOR P.226 AND P.339 COMMENCING 1 JANUARY TO 31 DECEMBER 2002 DATED 12 DECEMBER 2002
F23		LETTER FROM DTI FOR PETROLEUM PRODUCTION LICENCE NOS. P.218, P.220, P.226, P.237, P.249, P.250, P.324, P.339, P.588 AND P.640 CONSENT TO FLARING OF GAS DATED 19 DECEMBER 2002
F24		LETTER FROM DTI : PETROLEUM PRODUCTION LICENCES XX. X.000 XXX X.000 XXX XXXXXX XXX 0000 CONSENT TO FLARE GAS DATED 23 DECEMBER 2002
F25		LETTER FROM DTI TO TUK RE PETROLEUM PRODUCTION LICENCE NOS P.226 AND P.339 CONSENT TO VENT GAS DATED 23 DECEMBER 2002
F26		LETTER FROM DTI TO CENTRICA RE ASSIGNMENT OF P.226 AND P.339 DATED 10 JANUARY 2003
F27		DTI — XXXXXXXXX XXX 0000 : CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION 31(5) RE PIPELINES PL1624 TO 1626 DATED 14 FEBRUARY 2003
		DTI LETTER DATED 14 FEBRUARY 2003 RE. XXXXXXXXX XXX 0000:
F28		CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION 31(5)
F29		DTI LETTER DATED 25 MARCH 2003 RE. XXXXXXXXX XXX 0000: SECTION 29 NOTICE — OFFSHORE INSTALLATIONS (NOTICE ISSUED 30 JANUARY 2001)
F30		DTI LETTER DATED 15 MARCH 2003 RE. XXXXXXXXX XXX 0000: SECTION 29 NOTICE — SUBMARINE PIPELINES, PL 1624 TO PL 1626.1/2/3/4/5/6/7/8
F31		DTI — XXXXXXXXX XXX 0000 : INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE PIPELINES RE PL1624 TO 1626 DATED 8 APRIL 2003
F32		DTI — XXXXXXXXX XXX 0000 : INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) OFFSHORE INSTALLATIONS RE XXXXX SUBSEA COMPLETION TIED BACK TO XXX XXX FPSO AH001 DATED 8 APRIL 2003
F33		DTI — CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION 31(5) FOR XXXXX INSTALLATIONS DATED 8 APRIL 2003
F34		DTI — CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION 31(5) FOR XXXXX PIPELINES PL1624 TO 1626.8 DATED 8 APRIL 2003
F35		DTI — XXXXXXXXX XXX 0000 : INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE PIPELINES RE PL1624 TO PL1628.8 DATED 14 MAY 2003
F36		LETTER RE CENTRICA TO TALISMAN — CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION 31(5) FOR XXXXX PIPELINES PL1624 TO 1626.8 DATED 14 MAY 2003
F37		LETTER RE CENTRICA TO TALISMAN — CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION 31(5) FOR XXXXX INSTALLATIONS DATED 14 MAY 2003
F38		DTI — SECTION 29 NOTICE SUBMARINE PIPELINES NOS PL1624 TO PL1626.8 FOR XXXXX FIELD SENT TO TUK AND INTREPID DATED 17 JUNE 2003
F39		DTI — SECTION 29 NOTICE OFFSHORE INSTALLATIONS FOR XXXXX FIELD BLOCK 15/28B SENT TO TUK AND INTREPID DATED 17 JUNE 2003
		DTI LETTER DATED 14 FEBRUARY 2003 RE. XXXXXXXXX XXX 0000:
F40		SECTION 29 NOTICE — OFFSHORE INSTALLATIONS (NOTICE ISSUED 30 JANUARY 2001)
F41		DTI — INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4) OFFSHORE INSTALLATIONS FOR XXXXX FIELD BLOCK 15/28B DATED 15 DECEMBER 2003
F42		DTI — INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4) SUBMARINE PIPELINES FOR XXXXX FIELD DATED 15 DECEMBER 2003
F43		DTI LETTER OF SUPPORT RELATING TO CHANGE OF CONTROL RE SHARE CAPITAL OF INTREPID DATED 17 DECEMBER 2003
F44		LETTER FROM TEUK TO DTI RE CHANGE OF CONTROL FROM INTREPID DATED 17 DECEMBER 2003
F45		DTI LETTER RE PROPOSED SALE OF INTREPID ENERGY ALPHA TO TEUK DATED 18 DECEMBER 2003
F46		DTI — PRODUCTION LICENCE NOS P.226 AND P.339 CONSENT TO FLARE GAS IN THE XXXXX AND XXXXX XXXXXX DATED 23 DECEMBER 2003
F47		DTI — LICENCE NO P.226 AND P.339 CONSENT TO FLARE GAS IN THE XXXXX AND XXXXX XXXXXX 1 JANUARY 2004 TO 31 DECEMBER 2004 DATED 31 DECEMBER 2003
F48		DTI — LICENCE P.339 DEVELOPMENT AND PRODUCTION WORKS FOR THE PERIOD 2 FEBRUARY 1998 TO 31 DECEMBER 2004 DATED 15 JANUARY 2004
F49		DTI — SECTION 29 NOTICE OFFSHORE INSTALLATIONS FOR XXXXX FIELD BLOCK 15/28B SENT TO TEUK AND TEAL DATED 22 JANUARY 2004
F50		DTI — SECTION 29 NOTICE SUBMARINE PIPELINES SENT TO TEAL AND TEUK DATED 22 JANUARY 2004
F51		DTI — LICENCE P.339 DEVELOPMENT AND PRODUCTION WORKS FOR THE PERIOD 1 JANUARY 2005 TO 31 DECEMBER 2005 SENT TO TEAL AND TEUK DATED 31 DECEMBER 2004
F52		DTI LETTER RE LICENCE NOS P.226 AND P.339 — CONSENT TO FLARE GAS DURING PERIOD 1 JANUARY 2005 TO 31 DECEMBER 2005 DATED 19 SEPTEMBER 2005

13

		XXX XXX, XXXXXXX & XXXXXX
		X.000 & X.000 XXXXXX 15/21a & 15/21b
A		LICENCE DATA
-
		P.218
		CERTIFIED TRUE COPY AGREEMENT FOR U.K. CONTINENTAL SHELF
		PETROLEUM OPERATIONS BETWEEN MONSANTO TEXTILES LIMITED AND
A01		MONSANTO OIL COMPANY OF THE U.K., INC.DATED 22 MARCH 1972
A02		ASSIGNMENT AGREEMENT FOR P.174 AND P.218 DATED 20 APRIL 1972
		LICENCE TO SEARCH AND BORE FOR AND GET PETROLEUM LICENCE P.218
A03		BLOCK 15/21 DATED 10 JULY 1972
		CERTIFIED TRUE COPY ASSIGNMENT OF 5% PARTICIPATING INTEREST
A04		DEMINEX TO MONSANTO DATED 12 NOVEMBER 1976
		CERTIFIED TRUE COPY ASSIGNMENT OF 10% PARTICIPATING INTEREST
A05		TRICENTROL TO DEMINEX DATED 12 NOVEMBER 1976
A06		AGREEMENT RE ASSIGNMENT DATED 28 JANUARY 1977
A07		ASSIGNMENT AGREEMENT FOR P.174 AND P.218 DATED 21 MARCH 1977
A08		ASSIGNMENT OF LICENCES P.174 AND P.218 DATED 22 MARCH 1977
A09		SCHEDULE OF RETAINED AREA FROM 15 MARCH 1978
A10		ASSIGNMENT OF LICENCES P.174 AND P.218 DATED 1 JANUARY 1981
A11		ASSIGNMENT OF LICENCE NO. P.218 DATED 29 MARCH 1984
		DETERMINATION OF AN AREA TO BE AN OIL FIELD 065 IVANHOE TO
A12		LICENCEES OF PRODUCTION LICENCE P.218 DATED 18 FEBRUARY 1986
A13		ASSIGNMENT OF LICENCE NO. P.218 DATED 31 DECEMBER 1987
A14		ASSIGNMENT OF LICENCE P.218 DATED 17 AUGUST 1988
A15		CO-ORDINATES OF THE WHOLE FIELD 066 XXX XXX DATED 22 AUGUST 1988
A16		ASSIGNMENT IN RESPECT OF LICENCE P.218 DATED 1 JANUARY 0000
		XXXX XX XXXXXXXXXX XX XXXXXX XXXXXXX PETROLEUM PRODUCTION
A17		LICENCE P.218 DATED 12 NOVEMBER 2002
		ASSIGNMENT OF INTEREST RELATING TO UK PETROLEUM PRODUCTON
		LICENCE P.218 & P.588 (BLOCK 15/21A AND 15/21B) DATED 10 OCTOBER
A18			2003
		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.218
A19		DATED 21 NOVEMBER 2003
		P	.588
		LICENCE P.588 TO SEARCH AND BORE FOR AND GET PETROLEUM IN BLOCK
A20		15/21B, DATED 17 AUGUST 1987.
		DEED RELATING TO THE ACQUISITION OF PETROLEUM WON AND SAVED
A21		UNDER THE AUTHORITY OF LICENCE P.588 DATED 17 AUGUST 1987
		SUPPLEMENTAL DEED TO LICENCE P.588 OIL OPTION DEED DATED 19
A22		AUGUST 1989
		NOVATION OF UK TENTH ROUND LICENSING ACQUISITION AGREEMENT FOR
A23		BLOCK 15/21B DATED 19 AUGUST 1988
A24		ASSIGNMENT OF LICENCE P.588 DATED 20 JUNE 1989
		DEED OF TERMINATION OF A DEED DATED 17 AUGUST 1987 RELATING TO
		ACQUISITION OF PETROLEUM WON AND SAVED UNDER THE AUTHORITY OF
A25		LICENCE P.588 DATED 25 SEPTEMBER 1989
		DETERMINATION OF AN AREA TO BE AN OIL FIELD 116 HAMISH TO
A26		LICENCEES OF PRODUCTION LICENCE P.588 DATED 4 MAY 1990
A27		ASSIGNMENT IN RESPECT OF LICENCE NO. P.588 DATED 27 JUNE 1990
A28		ASSIGNMENT IN RESPECT OF LICENCE NO. P.588 DATED 1 JANUARY 1993
A29		SCHEDULE LICENCE NO. P.588 RETAINED AREA FROM 4 JUNE 1993
		DEED OF VARIATION RELATING TO PETROLEUM PRODUCTION LICENCE NO.
A30		P.588 DATED 26 AUGUST 1993
		DEED OF VARIATION RELATING TO PETROLEUM PRODUCTION LICENCE NO.
A31		P.588 DATED 10 OCTOBER 1996
A32		SCHEDULE LICENCE NO.P.588 RETAINED AREA FROM 4 JUNE 0000
		XXXX XX XXXXXXXXXX XX XXXXXX XXXXXXX PETROLEUM PRODUCTION
A33		LICENCE P.588 DATED 12 NOVEMBER 2002
		DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.588
A34		DATED 21 NOVEMBER 2003
		P.218 & P.588 TRUST DEEDS
		TRUST DEED IN RESPECT OF UK LICENCES P.218 & P.588 DATED 30 JUNE
A35			2000
		DEED OF NOVATION OF TRUST DEED IN RESPECT OF UNITED KINGDOM
		PETROLEUM PRODUCTION LICENCES P.218 AND P.588 (30 JUNE 2000)
A36		DATED 12 NOVEMBER 2002
		DEED OF NOVATION OF TRUST DEED IN RESPECT OF UK PETROLEUM
		PRODUCTION LICENCE P.218 AND P.588 (30 JUNE 2000) DATED 10
A37		OCTOBER 2003.
		XXXXX/XXXXXXX TRUST DEEDS
		TRUST DEED RELATIVE TO XXXXX FIELD, TELFORD FIELD BLOCKS 15/21
A38		AND 15/22 DATED 17 JULY 1998
		DEED OF NOVATION OF TRUST DEED RELATIVE TO XXXXX FIELD, TELFORD
		FIELD BLOCK 15/21 AND 15/22 RE PREMIER TO TALISMAN DATED 10
A39		OCTOBER 2003
		DEED OF NOVATION OF TRUST DEED RELATIVE TO XXXXX FIELD, TELFORD
		FIELD BLOCK 15/21 AND 15/22 RE XXXX XXXXX TO TALISMAN DATED 10
A40		OCTOBER 2003
		DEED OF NOVATION OF TRUST DEED RELATIVE TO XXXXX FIELD, TELFORD
		FIELD BLOCK 15/21 AND 15/22 RE AMERADA TO ENCANA DATED 10
A41		OCTOBER 2003
		DEED OF NOVATION OF TRUST DEED RELATIVE TO XXXXX XXXXX, XXXXXXXX
X00		XXXXX XXXXX 15/21 AND 15/22 DATED 21 NOVEMBER 2003
		EXECUTION DEED FOR NOVATION OF TRUST DEED RELATIVE TO XXXXX
		FIELD, TELFORD FIELD, BLOCKS 15/21 AND 15/22 (17 July 1998)
A43		DATED 1 FEBRUARY 2004
B		OPERATING AGREEMENTS
B01		OPERATING AGREEMENT DATED 20 APRIL 1972 (SUPERSEDED)
B02		AMENDMENT TO JOINT OPERATING AGREEMENT UNDATED
		DEED OF NOVATION RELATING TO LICENCE P.174 AND P.218 OPERATING
B03		AGREEMENT (20 APRIL 1972) DATED 1 JANUARY 1981
		OPERATING AGREEMENT FOR UNITED KINGDOM PETROLEUM PRODUCTION
B04		LICENCE NUMBER P.218, DATED 13 AUGUST 1987.
		SUPPLEMENTAL AGREEMENT TO THE OPERATING AGREEMENT FOR UNITED
		KINGDOM PETROLEUM PRODUCTION LICENCE NUMBER P.218, DATED 31
B05		DECEMBER 1987
		NOVATION OF JOINT OPERATING AGREEMENT RELATING TO LICENCE P.218
B06		DATED 17 AUGUST 1988
		NOVATION OF SUPPLEMENTAL AGREEMENT TO THE OPERATING AGREEMENT
B07		FOR LICENCE P.218 DATED 17 AUGUST 1988
		NOVATION OF OPERATING AGREEMENT IN RESPECT OF LICENCE P.218
B08		DATED 21 DECEMBER 1992
		NOVATION AND AMENDMENT AGREEMENT IN RESPECT OF THE JOINT
		OPERATING AGREEMENT RELATING TO LICENCE P.218 AND P.588 (BLOCKS
B09		15/21A AND 15/21B), DATED 20 JUNE 2000
		NOVATION OF JOINT OPERATING AGREEMENT RELATING TO LICENCES X.000
		XXX X.000 (XXXXXX 00/00X XXX 00/00X)(XXXXX XXXX) DATED 12
B10		NOVEMBER 2002
		NOVATION OF JOINT OPERATING AGREEMENT RELATING TO LICENCES P.218
		AND P.588 (BLOCKS 15/21A AND 15/21B)(15/21 IVRRH AREAS) (13
B11		AUGUST 1987) DATED 10 OCTOBER 2003
C		TRANSPORTATION & PROCESSING
		XXX XXX/IVANHOE TRANSPORTATION CONFIDENTIALITY AGREEMENT DATED
C01		17 APRIL 1985
		NOVATION OF THE XXX XXX/IVANHOE TRANSPORTATION CONFIDENTIALITY
C02		AGREEMENT DATED 02 JANUARY 1986
C03		OIL TRANSPORTATION HEADS OF AGREEMENT DATED 28 AUGUST 1987
		ASSIGNMENT OF OIL TRANSPORTATION HEADS OF AGREEMENT DATED 31
C04		DECEMBER 1987
		ASSIGNMENT OF OIL TRANSPORTATION HEADS OF AGREEMENT DATED 17
C05		AUGUST 1988
		LETTER RE GAS FROM AMERADA XXXX FIELDS FROM OXY TO TEXACO DATED
C06		30 SEPTEMBER 1988
		IVANHOE FIELD USE OF XXX XXX FACILITIES HEADS OF AGREEMENT DATED
C07		10 MARCH 1989
		AGREEMENT FOR THE TRANSPORTATION OF IVANHOE GAS AND XXX XXX GAS
C08		IN THE FRIGG TRANSPORTATION SYSTEM DATED 31 MAY 1989
C09		TRI-PARTITE AGREEMENT DATED 31 MAY 1989
C10		XXX XXX AND IVANHOE COMMON STREAM AGREEMENT DATED 31 MAY 1989
		IVANHOE AND XXX XXX LIFTING AGREEMENT FOR FLOTTA TERMINAL DATED
C11		1JULY 1989
		SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS OF
C12		AGREEMENT DATED 1 July 1989
		AGREEMENT FOR THE IVANHOE FIELD USE OF XXX XXX FACILITIES DATED
C13		1 July 1989
C14		PIPELINE AGREEMENT DATED 01 July 1989
		AGREEMENT FOR THE TRANSPORTATION AND PROCESSING OF IRR NGL 9
C15		NOVEMBER 1990 DATED 8 SEPTEMBER 1989
		NOVATION OF AGREEMENT FOR THE TRANSPORTATION OF IVANHOE AND ROB
C16		XXX GAS IN THE FRIGG TRANSPORTATION SYSTEM DATED 29 AUGUST 1991
		NOVATION OF THE OIL TRANSPORTATION HEADS OF AGREEMENT AND
		SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS OF
C17		AGREEMENT DATED 23 AUGUST 1991
C18		NOVATION OF GAS TRANSPORTATION AGREEMENT DATED 23 AUGUST 1991
C19		NOVATION OF PIPELINE AGREEMENT DATED 23 AUGUST 1991
		NOVATION OF AGREEMENT FOR IVANHOE FIELD USE OF XXX XXX
C20		FACILITIES DATED 23 AUGUST 1991
		NOVATION OF IVANHOE AND XXX XXX LIFTING AGREEMENT FOR FLOTTA
C21		TERMINAL DATED 23 AUGUST 1991
		NOVATION OF IVANHOE AND XXX XXX GAS SALES AND TRANSPORTATION
C22		ALLOCATION AGREEMENT DATED 23 AUGUST 1991
		NOVATION OF XXX XXX/IVANHOE COMMON STREAM AGREEMENT DATED 23
C23		AUGUST 1991
		NOVATION OF TRI-PARTITE AGREEMENT (31 MAY 1989) DATED 23 AUGUST
C24			1991
		AGREEMENT FOR HAMISH FIELD USE OF XXX XXX FACILITIES DATED 31
C25		OCTOBER 1991
		NOVATION OF PIPELINE AGREEMENT (1JULY 1989) DATED 21 DECEMBER
C26			1992
		NOVATION OF GAS TRANSPORTATION AGREEMENT (31 MAY 1989) DATED 21
C27		DECEMBER 1992
		NOVATION OF THE OIL TRANSPORTATION HEADS OF AGREEMENT AND
		SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS OF
C28		AGREEMENT DATED 21 DECEMBER 1992
		NOVATION OF AGREEMENT FOR HAMISH FIELD USE OF XXX XXX FACILITIES
C29		DATED 21 DECEMBER 1992
		NOVATION OF AGREEMENT FOR IVANHOE FIELD USE OF XXX XXX
C30		FACILITIES DATED 21 DECEMBER 1992
		NOVATION OF AGREEMENT FOR THE TRANSPORTATION OF IVANHOE AND XXX
		XXX GAS IN THE FRIGG TRANSPORTATION SYSTEM DATED 21 DECEMBER
C31			1992
C32		NOVATION OF TRI-PARTITE AGREEMENT DATED 21 DECEMBER 1992
		NOVATION OF XXX XXX AND IVANHOE COMMON STREAM AGREEMENT DATED 22
C33		DECEMBER 1992
		AMENDING AGREEMENT TO THE AGREEEMENT FOR THE TRANSPORTATION OF
		IVANHOE AND XXX XXX GAS IN THE FRIGG TRANSPORTATION SYSTEM DATED
C34		11 MAY 1993.
		FIRST AMENDING AGREEMENT TO THE TRI-PARTITE AGREEMENT DATED 11
C35		MAY 1993
		THE GREATER FRIGG SYSTEM ALLOCATION AGREEMENT TARTAN AND XXX
		XXX/IVANHOE INTERIM ALLOCATION AGREEMENT (DRAFT) DATED 27
C36		SEPTEMBER 1993.
		AMENDING THE OIL TRANSPORTATION HEADS OF AGREEMENT (28 AUGUST
		1987) AND THE SUPPLEMENTAL AGREEMENT THERETO (1 July 1989) DATED
C37		07 FEBRUARY 1995
C38		NOVATION OF TRI-PARTITE AGREEMENT (31 MAY 1989) DATED 1 July 1996
		NOVATION OF THE OIL TRANSPORTATION HEADS OF AGREEMENT AND
		SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS OF
C39		AGREEMENT DATED 9 JANUARY 1997
		NOVATION OF TRI-PARTITE AGREEMENT (31 MAY 1989) DATED 9 JANUARY
C40			1997
		XXX XXX/IVANHOE FIELD SPUR ALLOCATION AGREEMENT DATED 19 MAY
C41			1997.
		SUPPLEMENTAL LETTER AGREEMENT TO THE XXX XXX/IVANHOE FIELD SPUR
		ALLOCATION AGREEEMENT RE TRRIPFIELD ALLOCATION AGREEMENT (19
C42		MAY 1997) DATED 19 MAY 1997
		R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT DATED 29
C43		JANUARY 1998.
		FIRST AMENDING AGREEMENT TO THE XXX XXX/IVANHOE FIELD SPUR
C44		ALLOCATION AGREEMENT (19 MAY 1997) DATED 30 MARCH 1998
		LETTER RE TRRIPFIELD SPUR ALLOCATION AGREEMENTS DATED 30 MARCH
C45			1998
		FIRST AMENDING AGREEMENT TO THE SPUR ALLOCATION AGREEMENT DATED
C46		19 MAY 1997, DATED 30 MARCH 1998.
		HYDROCARBON ALLOCATION METHODOLOGY IVANHOE/XXX XXX/XXXXX/XXXXX
C47		DATED 26 NOVEMBER 1998
		NOVATION OF OIL TRANSPORTATION HEADS OF AGREEMENT (28 AUGUST
		1987) SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS OF
		AGREEMENT (1 July 1989) AND AMENDMENT AGREEMENT TO THE OIL
		TRANSPORTATION HEADS OF AGREEMENT (7 FEBRUARY 1995) DATED 22
C48		JANUARY 1999
		NOVATION OF PIPELINE AGREEMENT (1 July 1989) DATED 22 JANUARY
C49			1999
		NOVATION OF TRI-PARTITE AGREEMENT (31 MAY 1989) DATED 22 JANUARY
C50			1999
		SECOND AMENDING AGREEMENT AND SUPPLEMENTAL AGREEMENT TO THE XXX
		XXX/IVANHOE FIELD SPUR ALLOCATION AGREEMENT DATED 19 MAY 1997 IN
C51		RESPECT OF R-BLOCK GAS, DATED 9 FEBRUARY 1999.
		NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA
		REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS
C52		IN THE FLOTTA SYSTEM DATED 1 MAY 2000
		NOVATION OF ACKNOWLEDGEMENT AGREEMENT RELATING TO THE
		TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH
C53		1998) DATED 01 MAY 2000
C54		NOVATION OF PIPELINE AGREEMENT (1 JULY 1989) DATED 1 MAY 2000
		NOVATION AGREEMENT FOR USE OF XXX XXX FACILITIES BY HAMISH FIELD
C55		DATED 30 JUNE 2000
		NOVATION AGREEMENT IN RESPECT OF IVANHOE AND XXX XXX LIFTING
C56		AGREEMENT FOR FLOTTA TERMINAL (1 July 1989) DATED 30 JUNE 2000
		NOVATION OF COMMON STREAM AGREEMENT AND SELLER'S REPRESENTATIVE
		AGREEMENT (BOTH 31 MAY 1999) RELATING TO XXX XXX AND IVANHOE
C57		FIELDS DATED 30 JUNE 2000
		NOVATION OF AGREEMENT FOR THE TRANSPORTATION OF IVANHOE AND XXX
		XXX GAS IN THE FRIGG TRANSPORTATION SYSTEM (31 MAY 1989) DATED
C58		30 JUNE 2000
		NOVATION OF XXX XXX/IVANHOE FIELD SPUR ALLOCATION AGREEMENT (19
C59		MAY 1997) DATED 30 JUNE 2000
		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND
C60		OPERATIONAL SERVICES AGREEMENT DATED 30 JUNE 2000
C61		NOVATION OF PIPELINE AGREEMENT (1 July 1989) DATED 30 JUNE 2000
		NOVATION OF (1) OIL TRANSPORTATION HEADS OF AGREEMENT (28 AUGUST
		1987) (2) SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS
		OF AGREEMENT (1 July 1989) AND (3) AMENDMENT AGREEMENT TO THE
		OIL TRANSPORTATION HEADS OF AGREEMENT (7 FEBRUARY 1995) DATED
C62		30 JUNE 2000
		NOVATION OF GAS TRANSPORTATION AGREEMENT(TARTAN) (31 MAY 1989)
C63		DATED 30 JUNE 2000
		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND
		OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 20 July
C64			2000
		NOVATION OF XXX XXX/IVANHOE GAS TRANSPORTATION AGREEMENT (31 MAY
C65		1989) DATED 01 OCTOBER 2000
		NOVATION OF XXX XXX/IVANHOE FIELD SPUR ALLOCATION AGREEMENT (19
		MAY 1997) AS AMENDED AND SUPPLEMENTED BY ASSOCIATED AGREEMENTS
C66		DATED 1 OCTOBER 2000
		AMENDING AGREEMENT TO THE GAS TRANSPORTATION AGREEMENT, DATED 17
C67		NOVEMBER 2000.
		NOVATION OF ACKNOWLEDGEMENT AGREEMENT RELATING TO THE
		TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH
C68		1998) DATED 22 DECEMBER 2000
C69		NOVATION OF PIPELINE AGREEMENT DATED 22 DECEMBER 2000
		NOVATION OF (1) OIL TRANSPORTATION HEADS OF AGREEMENT (28 AUGUST
		1987) (2) SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS
		OF AGREEMENT (1 July 1989) AND (3) AMENDMENT AGREEMENT TO THE
		OIL TRANSPORTATION HEADS OF AGREEMENT (7 FEBRUARY 1995) DATED
C70		22 DECEMBER 2000
		NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA
		REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS
C71		IN THE FLOTTA SYSTEM DATED 22 DECEMBER 2000
		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND
		OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 12
C72		NOVEMBER 2002
		NOVATION AGREEMENT OF AGREEMENT FOR THE TRANSPORTATION OF
		IVANHOE GAS AND XXX XXX GAS IN THE FRIGG TRANSPORTATION SYSTEM
C73		(31 MAY 1989) DATED 10 OCTOBER 2003
		NOVATION AGREEMENT IN RESPECT OF IVANHOE AND XXX XXX LIFTING
C74		AGREEMENT FOR FLOTTA TERMINAL (1JULY 1989) DATED 10 OCTOBER 2003
		NOVATION OF COMMON STREAM AGREEMENT AND SELLER'S REPRESENTATIVE
		AGREEMENT RELATING TO THE XXX XXX AND IVANHOE FIELDS (31 MAY
C75		1989) DATED 10 OCTOBER 2003
		NOVATION OF PIPELINE AGREEMENT (1 JULY 1989) DATED 10 OCTOBER
C76			2003
		NOVATION OF XXX XXX/IVANHOE GAS TRANSPORTATION (TARTAN)
C77		AGREEMENT (31 MAY 1989) DATED 10 OCTOBER 2003
		NOVATION OF (1) OIL TRANSPORTATION HEADS OF AGREEMENT (28 AUGUST
		1987) (2) SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS
		OF AGREEMENT (1 July 1989) AND (3) AMENDMENT AGREEMENT TO THE
		OIL TRANSPORTATION HEADS OF AGREEMENT (7 FEBRUARY 1995) DATED
C78		10 OCTOBER 2003
		NOVATION OF ACKNOWLEDGEMENT AGREEMENT RELATING TO THE
		TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH
C79		1998) DATED 10 OCTOBER 2003
		NOVATION XXX XXX/IVANHOE FIELD SPUR ALLOCATION AGREEMENT (19 MAY
		1997) AS AMENDED AND SUPPLEMENTED BY ASSOCIATED AGREEMENTS DATED
C80		10 OCTOBER 2003
		NOVATION OF AGREEMENT FOR USE OF XXX XXX FACILITIES BY IVANHOE
C81		FIELD (1 July 1989) DATED 10 OCTOBER 2003
		NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND
		OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 10
C82		OCTOBER 2003
		NOVATION OF AGREEMENT FOR USE OF XXX XXX FACILITIES BY HAMISH
C83		FIELD (31 OCTOBER 1991) DATED 10 OCTOBER 2003
		NOVATION OF XXX XXX / IVANHOE GAS TRANSPORTATION AGREEMENT (31
C84		MAY 1989) DATED 31 MAY 2004
C85		WORKING INTEREST ASSIGNMENT DATED 31 MAY 2004
		NOVATION OF THE AGREEMENT FOR THE TRANSPORTATION OF GALLEY GAS
		AND R-BLOCK GAS THROUGH THE TARTAN SYSTEM AND THE GAS EXPORT
C86		LINE (1 OCTOBER 2000) DATED 31 MAY 2004
		NOVATION OF (1) PIPELINE SHARING HEADS OF AGREEMENT DATED 26
		July 1978 (2) LETTER AGREEMENT IN RESPECT OF THE GAS PIPELINE
C87		OPERATING AGREEMENT (24 APRIL 1989) DATED 31 MAY 2004
		NOVATION OF PT RISER OPERATING AGREEMENT (11 MAY 1993) DATED 31
C88		MAY 2004
		LETTER AGREEMENT RE. TRANSPORTATION AND PROCESSING OF TARTAN,
C89		GALLEY AND XXXX HOE/XXX XXX FIELD GAS DATED 25 MARCH 2005
		LETTER RE. TRANSPORTATION AND PROCESSING OF TARTAN, GALLEY AND
		IVANHOE/XXX XXX GAS IN THE FRIGG UK PIPELINE - SALE AND PURCHASE
C90		OF TARTAN, GALLEY AND IVANHOE/XXX XXX GAS DATED 5 APRIL 2005
		PROXIMITY AGREEMENT IN RESPECT OF THE CONDUCT OF REPAIR WORK IN
		PROXIMITY TO THE AMERADA PIPELINE BETWEEN HESS AND TEUK DATED 23
C91		DECEMBER 2005
		XXX XXX/IVANHOE ALLOCATION LETTER AGREEMENT RELATING TO
C92		TRI-PARTITE AGREEMENT UNDATED
		NOVATION OF (1) OIL TRANSPORTATION HEADS OF AGREEMENT (28 AUGUST
		1987) (2) SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS
		OF AGREEMENT (1 July 1989) AND (3) AMENDMENT AGREEMENT TO THE
		OIL TRANSPORTATION HEADS OF AGREEMENT (7 FEBRUARY 1995) DATED
C93		12 NOVEMBER 2002
		NOVATION OF PIPELINE AGREEMENT (1 JULY 1989) DATED 12 NOVEMBER
C94			2002
D		PRODUCT SALE & PURCHASE
		AGREEMENT BETWEEN DEMINEX AND BG FOR SALE AND PURCHASE OF
		NATURAL GAS FROM THE XXX XXX AND IVANHOE FIELDS DATED 31 MAY
X00			0000
X00		SELLER'S REPRESENTATIVE AGREEMENT DATED 31 MAY 1989
D03		LETTER RE XXX XXX/IVANHOE - ALLOCATION DATED 31 MAY 1989
		AGREEMENT BETWEEN PICT AND BG FOR SALE AND PURCHASE OF NATURAL
D04		GAS FROM THE XXX XXX AND IVANHOE FIELDS DATED 31 MAY 1989
		AGREEMENT BETWEEN XXXX-XXXXX AND BRITISH GAS FOR THE SALE AND
		PURCHASE OF NATURAL GAS FROM XXX XXX XXX XXX XXXXXXX XXXXXX
X00		DATED 31 MAY 1989
D06		THE RESTRICTION OF AMENDMENTS AGREEMENT DATED 31 MAY 1989
		IVANHOE AND XXX XXX GAS SALES AND TRANSPORTATION ALLOCATION
D07		AGREEMENT DATED 1 July 1989
		TARTAN AND XXX XXX/IVANHOE INTERIM ALLOCATION AGREEMENT DATED 18
D08		AUGUST 1989.
		NOVATION OF SELLER'S REPRESENTATIVE AGREEMENT DATED 23 AUGUST
X00			0000
		NOVATION OF TARTAN AND XXX XXX/IVANHOE INTERIM ALLOCATION
D10		AGREEMENT DATED 23 AUGUST 1991
		NOVATION OF THE RESTRICTION OF AMENDMENTS AGREEMENT (31 MAY
D11		1989) DATED 23 AUGUST 1991
		NOVATION OF IVANHOE AND XXX XXX GAS SALES AND TRANSPORTATION
D12		ALLOCATION AGREEMENT DATED 21 DECEMBER 1992
		NOVATION OF LETTER AGREEMENT ON REVENUE SHARING PROPOSALS FOR
D13		FLOTTA TERMINAL DATED 21 DECEMBER 1992
		NOVATION OF SELLER'S REPRESENTATIVE AGREEMENT (23 AUGUST 1991)
D14		DATED 21 DECEMBER 1992
		NOVATION OF THE RESTRICTION OF AMENDMENTS AGREEMENT (31 MAY
D15		1989) DATED 21 DECEMBER 1992
		NOVATION OF TARTAN AND XXX XXX/IVANHOE INTERIM ALLOCATION
D16		AGREEMENT DATED 22 DECEMBER 1992
		TARTAN AND XXX XXX/IVANHOE INTERIM ALLOCATION AGREEMENT DATED 30
D17		SEPTEMBER 1993
		SUPPLEMENTAL LETTER AGREEMENT TO THE TARTAN AND XXX XXX/IVANHOE
D18		INTERIM ALLOCATION AGREEMENT DATED 30 SEPTEMBER 1993
		LETTER RE TARTAN AND XXX XXX/IVANHOE INTERIM ALLOCATION
D19		AGREEMENT DATED 27 JulY 1994
		NOVATION AGREEMENT IN RESPECT OF RESTRICTION OF AMENDMENTS
D20		AGREEMENT (31 MAY 1989) DATED 30 JUNE 2000
		NOVATION OF AGREEMENT FOR THE SALE AND PURCHASE OF GAS FROM THE
D21		XXX XXX AND IVANHOE FIELDS (31 MAY 1989) DATED 30 JUNE 2000
		NOVATION OF IVANHOE AND XXX XXX GAS SALES AND TRANSPORTATION
D22		ALLOCATION AGREEMENT (1 JULY 1989) DATED 12 NOVEMBER 2002
		NOVATION OF LETTER AGREEMENT ADDRESSING FLOTTA TERMINAL - POWER
		EXPORT SCHEME AND ORKNEY WATER TEST CENTRE REVENUE SHARING
D23		PROPOSALS DATED 10 OCTOBER 2003
		NOVATION OF IVANHOE AND XXX XXX GAS SALES & TRANSPORTATION
D24		ALLOCATION AGREEMENT (1 JULY 1989) DATED 10 OCTOBER 2003
		NOVATION OF AN AGREEMENT FOR THE SALE AND PURCHASE OF NATURAL
		GAS FROM XXX XXX AND IVANHOE FIELDS (31 MAY 1989) DATED 10
D25		OCTOBER 2003
		NOVATION AGREEMENT IN RESPECT OF RESTRICTION OF AMENDMENTS
D26		AGREEMENT (31 MAY 1989) DATED 10 OCTOBER 2003
		TARTAN - IVANHOE/XXX XXX GAS SUPPLY AND PURCHASE AGREEMENT DATED
D27		31 AUGUST 2005
E		MISCELLANEOUS
E01		CONFIDENTIALITY AGREEMENT DATED 17 APRIL 1985
		POWER OF ATTORNEY - PICT PETROLEUM PLC APPOINTING AMERADA XXXX
E02		LIMITED AS ITS XXXXXXXX
X00		XXX XXX/IVANHOE PARENT COMPANY GUARANTEE DATED 14 JUNE 1989..
		CONTRACT OF SETTLEMENT AND RELEASE BETWEEN HESS AND CHARLTON
E04		XXXXXX DATED 21 JUNE 1991
		POWER OF ATTORNEY APPOINTING BRAN XXXXXXX XXXXXXX ON BEHALF OF
		XXXX-XXXXX TO EXECUTE A SALE AND PURCHASE AGREEMENT BETWEEN KM
		AND TOTL, TEUK RE LICENCE P.218 15/21A AND P.588 15/21B DATED 5
E05		SEPTEMBER 2002
		AGREEMENT FOR THE RETENTION OF DOCUMENTS OUTSIDE THE UK RE
		IVANHOE, XXX XXX, HAMISH, BALMORAL AND STIRLING DATED 13
E06		SEPTEMBER 2002
		POWER OF ATTORNEY APPOINTING XXXXXX XXXXX TO EXECUTE THE
		ASSIGNMENT OF PERCENTAGE INTEREST BETWEEN TLM AND XXXX-XXXXX
		TERMINATING ON 1 DECEMBER 2002 FOR LICENCE X.000 XXXXX 00/00X
X00		XXX X.000 XXXXX 15/21B DATED 1 NOVEMBER 2002
		POWER OF ATTORNEY APPOINTING XXXXXX XXXXX TO EXECUTE THE
		ASSIGNMENT OF PERCENTAGE INTEREST BETWEEN TLM AND XXXX-XXXXX
		TERMINATING ON 1 DECEMBER 2002 FOR LICENCE X.000 XXXXX 00/00X
X00		DATED 1 NOVEMBER 2002
		POWER OF ATTORNEY APPOINTING XXX XXXXXXX BOOT TO SIGN, EXECUTE,
		COMPLETE, APPROVE AND DELIVER ON BEHALF OF PREMIER PICT DATED 5
E09		SEPTEMBER 2003
		POWER OF ATTORNEY APPOINTING PHILIPARGO ON BEHALF OF TOTL TO
E10		EXECUTE THE SALE AND PURCHASE AGREEMENT DATED 9 SEPTEMBER 2003
		CERTIFICATE OF INCORPORATION ON CHANGE OF NAME - XXXX-XXXXX OIL
E11		(U.K.) LIMITED TO MAERSK OIL UK LIMITED DATED 17 NOVEMBER 2005
F		DTI
		DTI - LICENCE NO. P.218 AND P.588 CONSENT TO FLARE GAS FOR THE
F01		PERIOD 1 July 1991 TO 31 DECEMBER 1991 DATED 28 JUNE 1991
		DTI - LICENCE XX. X.000 XXX X.000 XXXXXXXXXXX XXX XXXXXXXXXX
X00		XXXXX DATED 8 NOVEMBER 1991
		DTI - LICENCE NO. P.218 AND P.588 CONSENT TO FLARE GAS FOR THE
F03		PERIOD 1 JANUARY 1992 TO 30 JUNE 1992 DATED 31 DECEMBER 1991
		LETTER TO DTI - CONSENT TO THE FLARING OF GAS P.218, P.220,
		P.226, P.238, P.249, P.250, P.324, P.339, P.588 & P.640 DATED 19
F04		DECEMBER 2002
		DTI - INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4)
F05		SUBMARINE PIPELINES IVANHOE BLOCK 15/21A DATED 14 FEBRUARY 2003
		DTI - INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4)
		SUBMARINE PIPELINES BLOCK PL515 TO PL523, PL525 TO PL529, PL531
F06		TO PL539 & PL541 TO PL546 DATED 14 FEBRUARY 2003
		DTI - INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4)
F07		SUBMARINE PIPELINES PL684 TO PL687 DATED 14 FEBRUARY 2003
		DTI - INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4)
F08		SUBMARINE PIPELINES PL556 DATED 14 FEBRUARY 2003
		DTI - INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4)
		SUBMARINE PIPELINES PL1881, PL1882, PLU1883 DATED 14 FEBRUARY
F09			2003
		DTI - INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4)
		OFFSHORE INSTALLATIONS BLOCK 15/21A & 15/21B DATED 14 FEBRUARY
F10			2003
		DTI - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE SUBMARINE PIPELINES
F11		PL1769 AND PL1770 DATED 00 XXXXX 0000
		XXX - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE OFFSHORE
		INSTALLATIONS XXX XXX SUBSEA PRODUCTION MANIFOLD DATED 00 XXXXX
X00			0000
		XXX - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE SUBMARINE PIPELINES
F13		PL684 TO PL687 DATED 00 XXXXX 0000
		XXX - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE OFFSHORE
		INSTALLATIONS IVANHOE FLOATING PRODUCTION FACILITY DATED 00
X00		XXXXX 0000
		XXX - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE SUBMARINE PIPELINES
F15		PL1881, PL1882 AND PLU1883 DATED 00 XXXXX 0000
		XXX - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE SUBMARINE PIPELINES
F16		PL556 DATED 00 XXXXX 0000
		XXX - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE SUBMARINE PIPELINES
		PL515 TO PL523, PL525 TO PL529, PL531 TO PL539 AND PL541 TO
F17		PL546 DATED 00 XXXXX 0000
		XXX - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE UNDER SECTION 31(5)
		CONSIDERATION TO WITHDRAW RE IVANHOE BLOCK 15/21A DATED 6 JUNE
F18			2003
		DTI - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE UNDER SECTION 31(5)
		CONSIDERATION TO WITHDRAW RE XXXXXXX XXXXXXXX XX0000 AND PL1770
F19		DATED 6 JUNE 2003
		DTI - PETROLEUM XXX 0000 : SECTION 29 NOTICE UNDER SECTION 31(5)
		CONSIDERATION TO WITHDRAW RE IVANHOE PIPELINE PL556 DATED 6 JUNE
F20			2003
		DTI - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE UNDER SECTION 31(5)
		CONSIDERATION TO XXXXXXXX XX XXX XXX XXXXXXXXX XX0000 TO PLU1883
F21		DATED 6 JUNE 2003
		DTI - PETROLEUM XXX 0000 : SECTION 29 NOTICE UNDER SECTION 31(5)
		CONSIDERATION TO WITHDRAW RE XXX XXX PIPELINES PL515 TO PL523,
F22		PL525 TO PL529, PL531 TO PL539, PL541 TO PL546 DATED 6 JUNE 2003
		DTI - PETROLEUM XXX 0000 : SECTION 29 NOTICE UNDER SECTION 31(5)
		CONSIDERATION TO WITHDRAW RE XXX XXX PIPELINES PL684 TO PL687
F23		DATED 6 JUNE 2003
		DTI - PETROLEUM XXX 0000 : SECTION 29 NOTICE UNDER SECTION 31(5)
		CONSIDERATION TO WITHDRAW RE XXX XXX XXXXX 00/00X XXX 00/00X -
X00		XXXXXX PRODUCTION MANIFOLD DATED 6 JUNE 2003
		DTI - SECTION 29 NOTICE SUBMARINE PIPELINES FOR PL513,514,547 TO
F25		567, 1769, 1770 DATED 21 AUGUST 2003
		DTI - PETROLEUM PRODUCTION LICENCE NO. P.218 AND P.588 CONSENT
F26		TO VENT GAS DATED 31 DECEMBER 2003
		DTI - PETROLEUM PRODUCTION LICENCE NO. P.218 AND P.588 CONSENT
F27		TO FLARE GAS DATED 31 DECEMBER 2003
		DTI - PETROLEUM PRODUCTION LICENCE NO. P.218 AND P.588
		DEVELOPMENT AND PRODUCTION WORKS FOR THE IVANHOE FIELD DATED 31
F28		DECEMBER 2003
		DTI - PETROLEUM PRODUCTION LICENCE NO. P.218 AND P.588
		DEVELOPMENT AND PRODUCTION WORKS FOR THE XXX XXX FIELD DATED 31
F29		DECEMBER 2003
		DTI - PETROLEUM PRODUCTION LICENCE NO. P.218 AND P.588
		DEVELOPMENT AND PRODUCTION WORKS FOR THE HAMISH FIELD DATED 31
F30		DECEMBER 2003
		DTI - INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4)
F31		SUBMARINE PIPELINES DATED 20 MAY 2004
		DTI - INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4)
		OFFSHORE INSTALLATIONS FOR INVANHOE BLOCK 15/21A DATED 20 MAY
F32			2004
		DTI - XXXXXXXXX XXX 0000 : INVITATION TO MAKE REPRESENTATION
F33		UNDER SECTION 31(4) OFFSHORE INSTALLATIONS DATED 15 JUNE 2004
		DTI - XXXXXXXXX XXX 0000 : INVITATION TO MAKE REPRESENTATION
F34		UNDER SECTION 31(4) SUBMARINE PIPELINES DATED 15 JUNE 2004
		DTI - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE SUBMARINE PIPELINES
F35		DATED 29 JUNE 2004
		DTI - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE OFFSHORE
F36		INSTALLATIONS DATED 29 JUNE 2004
		DTI - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE OFFSHORE
F37		INSTALLATIONS DATED 21 July 2004
		DTI - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE SUBMARINE PIPELINES
F38		DATED 21 July 2004
		DTI - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE SUBMARINE PIPELINES
F39		DATED 14 OCTOBER 2004
		DTI - XXXXXXXXX XXX 0000 : SECTION 29 NOTICE SUBMARINE PIPELINES
F40		DATED 14 OCTOBER 2004
		DTI - LICENCE XX. X.000 XXX X.000 XXXXXXXXXXX XXX XXXXXXXXXX
X00		XXXXX DATED 31 DECEMBER 2004
		DTI - LICENCE NO. P.218 AND P.588 DEVELOPMENT AND PRODUCTION
F42		WORKS DATED 31 DECEMBER 2004
		DTI - LICENCE NO. P.218 AND P.588 CONSENT TO FLARE GAS FOR THE
F43		PERIOD 1 JANUARY TO 31 DECEMBER 2005 DATED 31 DECEMBER 2004
		DTI - PETROLEUM PRODUCTION LICENCE NO. P.218 AND P.588 CONSENT
F44		TO VENT GAS DATED 31 DECEMBER 2004

14

		LICENCE P.140 BLOCK 15/26A
A		LICENCE DATA
-
		LICENCE P.140 TO SEARCH AND BORE FOR AND GET PETROLEUM IN BLOCK
		15/26, DATED 28 FEBRUARY 1972 AND COVERING LETTER DATED 29
A01		DECEMBER 1971.
A02		SCHEDULE OF RETAINED AREA LICENCE P.140 FROM 1 DECEMBER 1977
A03		ASSIGNMENT OF LICENCE P.140, DATED 1 JANUARY 1981.
A04		DEED OF ASSIGNMENT OF INTEREST DATED 18 AUGUST 1982.
A05		DEED OF ASSIGNMENT OF INTEREST DATED 18 AUGUST 1992.
		LETTER RE TRANSFER OF OPERATORSHIP, LICENCE P.140, DATED 17
A06		SEPTEMBER 1992.
		DEED OF LICENCE ASSIGNMENT LICENCE NO. P.140 DATED 10 DECEMBER
X00			0000.
A08		DEED OF LICENCE ASSIGNMENT LICENCE P.140, DATED 30 JULY 1993
		ASSIGNMENT OF INTEREST AGREEMENT P.140 BETWEEN BP& XXXXXXXX
A09		DATED 30 JULY 1993
		DEED OF LICENCE ASSIGNMENT UNITED KINGDOM CONTINENTAL SHELF
A10		PETROLEUM PRODUCTION LICENCE NO. P.140, DATED 28 JUNE 1994.
		DEED OF ASSIGNMENT OF UNITED KINGDOM PETROLEUM PRODUCTION
A11		LICENCE P.140 DATED 1 DECEMBER 2002
A12		EXECUTION DEED FOR PRODUCTION LICENCE P.140 DATED 16 MAY 2005
B		OPERATING AGREEMENTS
B01		OPERATING AGREEMENT LICENCE P.140, DATED 12 JUNE 1973
		NOVATION AGREEMENT RELATING TO JOA (12 JUNE 1973) DATED 1
B02		JANUARY 1981.
		NOVATION AND AMENDMENT AGREEMENT RELATING TO JOINT OPERATING
		AGREEMENT FOR LICENCE NO. P.140 (12 JUNE 1973), DATED 10
B03		DECEMBER 1992.
		NOVATION AND AMENDMENT AGREEMENT RELATING TO JOINT OPERATING
		AGREEMENT FOR LICENCE NO. P.140 (12 JUNE 1973), DATED 30 JULY
B04			1993.
		NOVATION AND AMENDMENT AGREEMENT RELATING TO JOINT OPERATING
		AGREEMENT FOR LICENCE NO. P.140 (12 JUNE 1973), DATED 00 XXXX
X00			0000.
		XXXXXXXX XX XXXXXX XXXXXXX PETROLEUM PRODUCTION LICENCE P.140
B06		JOINT OPERATING AGREEMENT (12 JUNE 1973) DATED 1 DECEMBER 2002
		EXECUTION DEED FOR P.140 RE JOINT OPERATING AGREEMENT (12 JUNE
B07		1973) DATED 16 MAY 2005

Schedule 2

Allocation of Final Consideration

$M

		Plant & Machinery		Mineral Extraction		Licence		Total
Ivanhoe, Xxx Xxx and Hamish Fields			9.0				0.0				6.0				15.0
Xxxxx Xxxxx			6.4				0.0				1.6				8.0
Xxxxx Field			17.6				0.0				1.4				19.0
Alba Field			62.6				0.0				25.9				88.5
Caledonia Field			3.6				0.0				0.9				4.5
Totals			99.2				0.0				35.8				135.0

For the avoidance of doubt, any sums that may become payable pursuant to the Adjustment Clauses or pursuant to a warranty claim under Clause 8 shall be added to or deducted from the balance attributable to the Interests under (iii) above.

15

Schedule 3

Working Capital

Part A

1. Pursuant to Clause 3.6 of this Agreement, the working capital balance for each of the Interests shall be determined in accordance with the provisions of this Schedule, by:

1.1 adding together the amounts of the Cash Balances, trade account receivables, prepayments and sundry receivables, VAT Receivable, Other Assets, Inventory (net of Inventory Provisions) and Underlifts (the “Positive Balance”) for each Interest; and

1.2 adding together the amounts of any overdraft balance, VAT Payable, Accruals, Other Liabilities and Overlifts (the “Negative Balance”) for each Interest; and

1.3 deducting each Negative Balance from each Positive Balance, and adding together the net balances.

2. Elements

2.1 The elements of working capital shall comprise those items set out in the Exhibit to this Schedule, which items shall have the following meanings:

“Cash Balances” means cash balances held by the Joint Account at the Economic Date;

“VAT Receivable/Payable” means VAT due to/from the Joint Account but not recovered/paid at the Economic Date;

“Other Assets” means other assets due to the Joint Account but unpaid at the Economic Date;

“Inventory” means the value of inventory reflected in the Joint Venture Xxxxxxxx and equipment held at the onshore warehouse, vendors yards and offshore;

“Inventory Provisions” means both general and specific provision made for obsolete, slow moving or defective items of inventory as adopted by the Joint Account at the Economic Date and as set out in the Joint Venture Xxxxxxxx;

“Accruals” means the amounts accrued by the Joint Account but unpaid as at the Economic Date;

“Other Liabilities” means the other liabilities accrued by the Joint Account but unpaid as at the Economic Date;

“Joint Account” means any joint account held by the relevant Operator in accordance with each of the XXXx and any relevant pipeline operating agreement;

“Overlift/Underlift” means, in relation to the interest of a Seller in a Field, the amount in barrels by which the aggregate amount of Oil, or NGL products in metric tonnes, or Gas as described in the Hydrocarbon Accounts prepared by the Field Operator, lifted by the Seller on and before the Economic Date exceeds (in the case of Overlift) or falls short of (in the case of Underlift) the aggregate amount of production entitlement on and before the Economic Date attributable to that interest. The Overlift/Underlift position of each Field at the Economic Date is set out in the relevant terminal accounts.

3. Valuation of certain elements

For all elements of working capital, other than Overlift and Underlift, trade accounts receivables, prepayments and sundry receivables, the figures shall be derived from the statements provided by the Operator (Joint Venture Xxxxxxxx).

4. Valuation of Overlift and Underlift for Crude Oil

The value of any Overlift/Underlift of a Field shall be taken to be the average price per barrel achieved from sales in the month prior to the Economic Date. Where no sales have occurred in the prior month then the actual sales in the months subsequent to the Economic Date as adjusted for the premium or discounts in current contracts will be used. In the case of Overlift, the resulting valuation will have deducted therefrom, any PRT net of CT paid or to be paid, by the relevant Seller on such Overlift.

5. Valuation of Overlift and Underlift for NGL Products

The value of any Overlift and Underlift of a field shall be taken to be the average price per metric tonnes achieved from sales in the months subsequent to the Economic Date.

6. Valuation of Overlift and Underlift for Gas Products

Overlift or Underlift gas entitlement balances present due to gas banking or daily nominations arrangements shall be determined with reference to the prevailing gas price invoiced in the prior month.

7. Currency

Euro, GBP and other denominated amounts are to be translated into US Dollars at the applicable conversion rate.

Part B

Working capital balances shall be determined as set out above in respect of each of the Interests.

16

Exhibit

Form of Working Capital Statement

Interest		100% Joint Venture		Interest %		Interest Share
As per Joint Venture Xxxxxxxx (where relevant)
Cash
VAT Receivable/Payable
Trade account receivables
Prepayments and sundry receivables
Other Assets
Inventory
Inventory Provisions
Accruals
Other Liabilities
As per terminal accounts
TOTAL WORKING CAPITAL

Schedule 4

Interim and Final Completion Statement Formats

Statement of Final Consideration and Adjustments

Description		Clause/		Amount		Amount
		Schedule		[£/$] [£/$]
Consideration		Clause 3.4				X
Interest thereon		Clause 3.16		+
Adjustments*
Working Capital Adjustment		Clause 3.6, Schedule 3		+/-
Interest thereon		Clause 3.16		+/-		+/-
Cash Calls Adjustment		Clause 3.7		+
Interest thereon		Clause 3.16		+		+
NPR Adjustment		Clause 3.8		—
Interest thereon		Clause 3.16		-		—
Petroleum Sales Adjustment		Clause 3.9		—
Interest thereon		Clause 3.16		-		—
Interim Period Adjustment		Clause 3.10		+
Interest thereon		Clause 3.16		+		+
		Clause 3.11
Total
* A separate set of adjustments will be prepared for each part of the Interests.

Schedule 5

Seller’s Warranties

1. The Seller is a licensee of the Licences and is (and unless otherwise agreed by the Endeavour Energy UK Limited will at Completion be) the sole beneficial owner of the Interests.

2. Following fulfilment of the Conditions Precedent, the Seller will have the right to transfer and assign full legal and beneficial ownership of the Interests to the Purchaser.

3. Subject to the provisions of the Interests Documents, no Encumbrances are (or will at Completion be) in existence and in force over the Interests nor, subject as aforesaid, is there in effect any agreement or commitment to create the same.

4. So far as the Seller is aware, the Seller has not committed any material breach of the Licences or any of the other Interests Documents nor received notice that any of the parties to any of the above-mentioned documents, which breach, at the date of making this statement, is of a material nature and is subsisting.

5. The Licences and Interests Documents and all rights and interests of the Seller thereunder or deriving therefrom are in full force and effect. No notice has been given to the Seller or, so far as the Seller is aware, to any other licensee of the Licences or any of them, by the Secretary, of any intention to revoke the Licences or any of them. The Seller has not knowingly by act or omission done anything which would cause the Licences or any of them to be revoked.

6. As far as the Seller is aware no Licence is in the course of being surrendered in whole or in part.

7. As far as the Seller is aware none of the current licensees of the Licences or the current parties to any JOA has given any notice of withdrawal from the Licence or JOA.

8. The Seller is not a party to any material litigation or arbitration or administrative proceedings in respect of which a writ or summons or other formal pleading has been served or judgement issued, nor is there any claim (whether or not formulated within a formal pleading as aforesaid) or dispute in relation to, and which is likely materially to prejudice or detrimentally affect in any material manner, the Interests, and the Seller is not aware that any such litigation, arbitration, administrative proceedings claim or dispute are threatened or pending either by or against the Seller, and, so far as the Seller is aware, there are no facts known to the Seller which are likely to give rise to any claim or dispute which is likely so to prejudice or detrimentally affect in any material manner the Interests, and, so far as the Seller is aware, none of the other licensees of the Licences or the parties to the Interests Documents is a party to any litigation, arbitration or administrative proceedings or any claim or dispute or judgment in relation to, and which is likely to prejudice or detrimentally affect in any material manner, the Interests.

9. The Interests Documents are the only material agreements to which the Seller is party relating to the Interests.

10. The Seller is duly incorporated with limited liability and validly existing under the laws of England and Wales.

11. All necessary corporate action has been taken on the part of the Seller to authorise, execute and deliver this Agreement and perform the transactions contemplated by this Agreement.

12. The signing and delivery of this Agreement and, subject to fulfilment of the Conditions Precedent, the performance of any of the transactions contemplated by this Agreement will not materially contravene or constitute a material default under any provision contained in any relevant law, judgment, order, licence, permit or consent by which the Seller or any of its Affiliates or their respective assets is bound or affected.

13. The Seller has not received written notification from a government entity of any Environmental Liability for which the Purchaser would be liable pursuant to Clause 7 of this Agreement.

Schedule 6

Purchaser’s Warranties

1. The Purchaser is duly incorporated with limited liability and validly existing under the laws of England and Wales.

2. All necessary corporate action has been taken on the part of the Purchaser to authorise, execute and deliver this Agreement and perform the transactions contemplated by this Agreement.

3. The documents which contain or establish the Purchaser’s constitution incorporate provisions which authorise, and all necessary corporate action has been taken to authorise, the Purchaser to execute and deliver this Agreement and perform the transactions contemplated hereby.

4. The signing and delivery of this Agreement and, subject to fulfilment of the Conditions Precedent, the performance of any of the transactions contemplated by this Agreement will not materially contravene or constitute a material default under any provision contained in any relevant law, judgment, order, licence, permit or consent by which the Purchaser or any of its Affiliates or their respective assets is bound or affected.

5. No litigation, arbitration, administrative proceeding, dispute or judgment against the Purchaser or to which the Purchaser is a party which might by itself or together with any such other proceedings have a material adverse effect on its business, assets or condition and which would materially and adversely affect its ability to observe or perform its obligations under this Agreement and the transactions contemplated hereby, is subsisting or, so far as the Purchaser is aware, threatened or pending against the Purchaser or any of its assets.

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