EXHIBIT 10.3
JOINT VENTURE AGREEMENT
BETWEEN
AMNI INTERNATIONAL
PETROLEUM DEVELOPMENT COMPANY LIMITED
AND
LIBERTY TECHNICAL SERVICES LTD. ,
REGARDING THE DEEP
ZONES OF THE IMA FIELD
JUNE 30, 1998
THIS JOINT VENTURE AGREEMENT is made effective as of June 30, 1998 by and
between:
AMNI INTERNATIONAL PETROLEUM DEVELOPMENT
COMPANY LIMITED, of Plot 1377 B Xxxxxxx Xxxxxx Street,
Victoria Island, X.X. Xxx 00000, Xxxxxx Xxxxx, Xxxxx, Xxxxxxx,
(hereinafter referred to as the AOwner/Operator@)
and
LIBERTY TECHNICAL SERVICES LTD. ,, of 0xx Xxxxx,
Xxxxxxxx Xxxxx, 00 Xxxxxxxxx Xxxx, Xxxxx, Xxxxxxx, (hereinafter
referred to as "Liberty")
WHEREAS:
(a) The Owner/Operator and Liberty elected to establish a joint venture for the
exploration and development of Concession Block 469 pursuant to the terms
of the Joint Venture Agreement (Restated) dated August 19, 1993 and
Restated at September 15, 1995.
(b) The Owner/Operator and Liberty elected to establish a joint venture for the
exploration and development of Concession Block 237 pursuant to the terms
of the Joint Venture Agreement (Restated) dated December 2, 1994 and
Restated at September 15, 1995.
(c) Owner/Operator and Liberty have elected to terminate the Joint Venture
Agreements referenced in the preceding paragraphs and now desire to
establish a joint venture for the exploration and development of the Deep
Zones of the IMA Field, subject to and in accordance with the terms hereof.
NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter
set forth, the Parties hereby agree as follows:
ARTICLE I - DEFINITIONS AND INTERPRETATION
------------------------------------------
1.1 In this Agreement, the recitals and schedules attached hereto, the
following words and expressions shall have the meanings respectively set
opposite them:
"ACCOUNTING PROCEDURE" means the accounting procedure attached to and forming
part of the Joint Operating Agreement.
"AFFILIATE" means a company, partnership or other legal entity which controls,
or is controlled by, or which is controlled by an entity which controls a Party,
and for the purpose hereof, "control" means the ownership directly or indirectly
of more than fifty (50%) percent of the shares or voting rights or privileges in
a company, partnership or legal entity.
"AGREEMENT" "hereof", "herein", "hereto" and similar expressions means this
Joint Venture Agreement together with the schedules attached hereto and any
amendment or amendments made between the Parties in writing from time to time.
"COMMERCIAL QUANTITIES" means Petroleum in such commercial quantities which, in
the opinion of the Parties and to the satisfaction of the Minister, are
sufficient to entitle the Parties to commence production.
"CONCESSION BLOCK 237" means the surface area delineated in OPL 237 details of
which are more particularly described in the survey plan annexed to OPL 237, as
such area may vary from time to time during the term of OPL 237 and any
extensions thereto or any oil mining leases arising therefrom.
"DEEP ZONES" means all geological formations within and around the IMA Field
that are north (upthrown) and south (downthrown) of the geological fault
dividing the IMA field, all depths below the geological producing reservoir
within the IMA Field, known as the AF@ sand, as currently shown on the maps and
schematic cross-section materials covering the IMA Field, which are attached as
Schedule AD@ to the Joint Venture Agreement between Amni International Petroleum
Company Limited and Liberty Technical Services Ltd, of even date herewith, lying
within the geographical co-ordinates along the northern boundary of OML 112 and
OPL 237, to the southern boundary of OML 112, to the western boundary of OML 112
and to the eastern boundary of 550,000 meters East, as reflected on the maps of
the IMA Field attached to the Joint Venture Agreement.
"EFFECTIVE DATE" means the 30th day of June, 1998.
"GOVERNMENT" means the federal government of the federal republic of Nigeria as
represented by the Ministry of Petroleum Resources.
"IMA FIELD" means the area reflected on Schedule D, which area is contained
within Concession Block 469 as delineated in Nigeria Oil Prospecting License
469, dated August 24, 1993, subsequently converted to Oil Mining License 112 on
February 18, 1998 and Concession Block 237
"JOINT OPERATING AGREEMENT" OR "JOA" means the joint operating agreement that
governs Joint Operations on the Deep Zones of the IMA Field, and which JOA is
annexed hereto as Schedule "C".
"JOINT OPERATIONS" means the entire process of acquiring, exploring for,
developing, exploiting, producing and selling Petroleum from the Deep Zones of
the IMA Field for the joint account of the Parties hereto.
"LIBERTY" means Liberty Technical Services Ltd.
"MINISTER" means the Minister of the Ministry.
"MINISTRY" means the Ministry of Petroleum Resources of the government of the
federal republic of Nigeria.
"OIL MINING LEASE 112" or "OML 112" means the oil mining lease that was issued
by the Ministry to the holder of OPL 469 on February 18, 1998 and includes (a)
all rights, title and interest granted thereunder, including any extension,
renewal or amendment thereof made in writing, and (b) all schedules and plans
attached thereto or referred to therein pursuant to which the Owner/Operator has
acquired an interest in all Petroleum found and produced within the geographic
area defined and described therein including the right to prospect for, take and
remove and sell any petroleum.
"OIL PROSPECTING LICENCE NO. 237" or "OPL 237" means Oil Prospecting Licence No.
237 issued by the Minister to the Owner/Operator on December 22, 1994, and
includes (a) all rights, title and interest granted thereunder, including any
extension, renewal or amendment thereof made in writing, and (b) all schedules
and plans attached thereto or referred to therein pursuant to which the
Owner/Operator has acquired an interest in all Petroleum found and produced
within the geographic area defined and described therein including the right to
prospect for, take and remove and sell any petroleum.
"OWNER/OPERATOR" means Amni International Petroleum Development Company Limited
of Lagos, Nigeria.
"PARTICIPATING INTEREST" means the undivided interest of each Party, expressed
as a percentage, in the rights, benefits and obligations established by this
Agreement, as set forth and described in Article VI.
"PARTIES" means collectively the Owner/Operator and Liberty.
"PARTY" means any one party to this Agreement and any permitted successors or
assigns in accordance with the provisions of this Agreement.
"PETROLEUM" means all mineral oil (or any related hydrocarbons), natural gas as
it exists in its natural strata (including condensate, sulphur and any and all
other liquid and gaseous hydrocarbons) and does not include coal or bituminous
states or other stratified deposits from which oil can be extracted by
destructive distillation.
"PETROLEUM COSTS" means those reasonable costs, claims and expenses incurred by
the Operator of the JOA, from time to time on or after the Effective Date, both
within and outside of Nigeria, directly related to exploration, development and
production of Petroleum from the Deep Zones of the IMA Field that have been
properly incurred pursuant to the terms of the JOA.
"PRODUCTION DATE" means the date that continuous Production commences.
"TAX OIL" means thirty percent (30%) of the total production of Petroleum from
the Deep Zones of the IMA Field which shall be held pursuant to an arrangement
acceptable to the parties hereto pursuant to which the Government will be paid
all royalties, petroleum profits taxes and other taxes and governmental levies
due and owing with respect to Joint Operations.
1.2 Appended hereto are the following schedules:
Schedule "A" - OML 112 and related correspondence from the Ministry
Schedule "B" - OPL 237 and related correspondence from the Ministry
Schedule "C" - Joint Operating Agreement
Schedule "D" - Map of IMA Field
Schedule "E" - Scheduled Litigation
All schedules referred to above are incorporated into and form part of this
Agreement.
1.3 Wherever any provision of any schedule to this Agreement conflicts
with any provision in the body of this Agreement, the provisions of the body of
this Agreement shall prevail. Reference herein to a schedule shall mean a
reference to a schedule to this Agreement. References in any schedule to the
Joint Venture Agreement shall mean a reference to this Agreement.
1.4 Time shall be of the essence hereof.
1.5 The division of this Agreement into headings, sections,
subsections, clauses, subclauses, and paragraphs and the provision of headings
herein is for the convenience of reference only and shall not affect the
interpretation of this Agreement.
1.6 In this Agreement, where the context requires, the singular shall
include the plural and the plural shall include the singular.
1.7 All references to currency, unless otherwise specified, are to
lawful money of the United States of America.
ARTICLE II - SCOPE
------------------
2.1 The Parties hereby undertake and agree subject to the conditions
hereof, to associate and participate together in a joint venture to explore for,
develop, exploit, produce and sell Petroleum from the Deep Zones of the IMA
Field and to conduct Joint Operations thereon. The joint venture shall
establish and maintain facilities for the conduct of the Joint Operations.
ARTICLE III - CONTINUED OPERATIONS
----------------------------------
3.1 The Owner/Operator shall continuously maintain OPL 237 and OML
112 in good standing throughout the term of this Agreement (and shall provide
confirmation respecting same to Liberty upon written request) in order to secure
the respective Participating Interests in Petroleum produced from the IMA Field
ARTICLE IV - JOINT OPERATIONS
-----------------------------
4.1 The conduct of all Joint Operations on the Deep Zones of the IMA
Field shall be in accordance with the terms of the Joint Operating Agreement.
ARTICLE V - UNDIVIDED INTEREST
------------------------------
5.1 At such time as the Oil Mining Lease relating to OPL 237 is issued
by the Government, Owner/Operator shall convey to Liberty a 10% undivided
interest in the Oil Mining Lease, but only with respect to the Deep Zones.
ARTICLE VI - PARTICIPATING INTEREST OF PETROLEUM COSTS
------------------------------------------------------
6.1 All Petroleum Costs incurred in respect of Joint Operations
carried out in respect of the IMA Field, shall be allocated as follows:
Owner/Operator 90%
Liberty 10%
6.2 All equipment, material or property of whatsoever nature related
to the conducting of Joint Operations within the Deep Zones of the IMA Field
(other than equipment or property that is leased from third parties or supplied
by only one party, both in accordance with the terms of the JOA) and any other
assets acquired by the Parties pursuant to the terms of this Agreement from time
to time shall be owned by the Parties in accordance with their respective
Participating Interest.
6.3 The allocation of Petroleum Costs between the Parties as set forth
in ARTICLE 6.1 herein constitutes that Party's Participating Interest.
6.4 Each of the Parties hereby covenants to contribute and/or pay the
Petroleum Costs in the amount equal to its Participating Interest, from time to
time, and to bear all Petroleum Costs paid or incurred pursuant to this
Agreement on behalf of such Party or Parties in portions equal to their
Participating Interest, all as shall be more fully provided in the Joint
Operating Agreement.
6.5 Any net tax credits, royalty credits or reduction in Tax Oil
generated by or resulting from or arising in connection with the Joint
Operations carried out within the Deep Zones of the IMA Field shall be shared
and allocated based on each Party=s Participating Interest.
ARTICLE VII - PARTICIPATING INTEREST OF PRODUCTION
--------------------------------------------------
7.1 The Owner/Operator hereby acknowledges and confirms that Liberty
is entitled to its Participating Interest of Petroleum produced from the Deep
Zones of the IMA Field as set forth in Paragraph 7.2 below.
7.2 All benefits, revenues and receipts of whatsoever nature as same
relate to the sale of Petroleum produced from the Deep Zones of the IMA Field
shall be allocated as follows:
The Tax Oil shall be reserved for ultimate payment to the Government
As to the remainder: Owner/Operator shall be entitled to 90% and Liberty shall
be entitled to 10%.
7.3 In the event the Government elects to exercise its right to
participate in the development of the Deep Zones of the IMA Field, the
Participating Interest of the Parties will be amended accordingly, on a pro rata
basis, based upon the level of Government participation.
ARTICLE VIII - ASSIGNMENT
-------------------------
8.1 This Agreement and all the provisions hereof shall be binding
upon and enure to the benefit of the Parties hereto and their respective
successors and assigns but neither this Agreement not any of the rights,
interest or obligations hereunder or under OML 112, OPL 237 or in respect of the
IMA Field shall be assigned or pledged by any Party without the prior written
consent of the other Party, which consent shall not be unreasonably withheld,
and the Government, if necessary, but may be assigned to Affiliates without such
consent subject to the provisions of this Agreement. Further, Owner/Operator
hereby consents to a pledge by Liberty to of its interests in this Joint Venture
and in the Deep Zones of the IMA Field to financial institutions now or
hereafter providing credit to Liberty.
8.2 The Parties acknowledge that the termination of the Joint
Ventures as referenced in Paragraph (c) of the recitals is subject to
Governmental approval. The Parties agree to obtain such approvals as promptly
as possible. Further, the Parties acknowledge that the interests herein
conveyed to Liberty with respect to its 10% undivided interest in the Deep Zone
is subject to obtaining all necessary governmental approvals required to
consummate the transactions provided for herein. The Parties agree to obtain
such approvals as promptly as possible. If by December 1, 1998 the necessary
government approvals have not been obtained, then the Parties shall enter into
such amendments to this Agreement and such other contractual agreements as are
necessary to provide Liberty (or its nominee) with all of the rights and
benefits that were to be provided to Liberty pursuant to this Agreement and the
Agreements executed in connection herewith.
ARTICLE IX
JOINT OPERATING AGREEMENT
-------------------------
9.1 The Parties hereto agree that the Joint Operations within the Deep
Zones of the IMA Field shall be conducted in accordance with the provisions of
the Joint Operating Agreement.
9.2 The Owner/Operator is hereby designated as Operator for the
conduct of all Joint Operations carried out within, upon or under the IMA Field.
9.3 The Parties hereby adopt, approve and agree to abide and be bound
by the terms of the Joint Operating Agreement in the form attached hereto as
Schedule "C."
9.4 All Joint Operations upon the Deep Zones of the IMA Field shall be
carried out in accordance with the provisions of the Joint Operating Agreement
and Accounting Procedure.
ARTICLE X - DISPUTE RESOLUTION
------------------------------
10.1 This Agreement shall be governed by, construed, interpreted and
applied in accordance with the laws of England.
10.2 Any dispute arising out of and relating to this Agreement and which
the Parties have not settled by themselves, shall finally be decided, to the
exclusion of the courts, by arbitration in accordance with the arbitration rules
of the International Chamber of Commerce. Three arbitrators shall be appointed,
each party appointing one arbitrator, and the two arbitrators thus appointed
choosing the presiding arbitrator. In reaching a decision, the arbitrators
shall be guided by the terms of this Agreement and international practice in
similar agreements.
ARTICLE XI - TERM
-----------------
11.1 This Agreement shall remain in full force and effect and shall
continue to be binding upon the Parties hereto until terminated by the unanimous
written consent of the Parties.
ARTICLE XII - FINANCIAL YEAR
----------------------------
12.1 The financial year end of the joint venture shall be December 31
or such other date as agreed in writing by the Parties hereto.
12.2 The financial books and records of the joint venture shall be
kept in accordance with generally accepted accounting principles and procedures.
12.3 Subject to the terms of the Joint Operating Agreement, an annual
audit of the joint venture's balance sheet, profit and loss statement and other
related financial records shall be made by a recognized public accounting or
chartered accounting firm, which is mutually agreeable to the Parties hereto.
The Parties shall be entitled to have members of its internal audit staff
inspect the records and books of the joint venture at any time and at its own
expense. In addition, either Party may, at its sole expense, engage an
independent public accounting or chartered accounting firm to audit the
financial records of the joint venture from time to time.
ARTICLE XIII - CONFIDENTIALITY
------------------------------
13.1 The Parties covenant and agree that they are entering into a
joint venture relationship and, subject to Article 13.3, owe each other the
highest level of fiduciary responsibility and, except as permitted in Article
13.2, will not while Parties to this Agreement or for a period of five year
following the expiry of this Agreement, disclose to any other person, firm,
corporation or entity, any proprietary or confidential information obtained in
the course hereof, or as a result of the Joint Operations contemplated in this
Agreement. Any information not generally available to the public shall be
construed as proprietary or confidential for the purposes of this Agreement
including, without limitation, information relating to Joint Operations, seismic
and other data, drilling techniques and results, technology, suppliers of
equipment, and names of customers, information relating to sales, markets,
target markets, strategies, advertisements, business procedures and all
financial information.
13.2 The obligation of the Parties as set forth in Article 13.1
hereof to maintain confidentiality shall not apply to such knowledge,
information, material or business data obtained pursuant to this Agreement or
relating to any material to the joint venture which:
(a) was demonstratably known to a Party prior to December 2, 1994 of this
Agreement;
(b) is available to the public in the form of written publication issued
by a third party;
(c) shall have become available to the Parties in good faith from a third
party who has a bona fide right to disclose same;
(d) is required to be disclosed to any federal, provincial, state or local
government or governmental branch, board, agency or instrumental
mentality in order to comply with applicable laws, or is required to
be disclosed to regulatory authorities including stock exchanges
having jurisdiction in respect of securities of either parties;
(e) is required to be disclosed by a Party pursuant to public disclosure
requirements imposed under applicable securities legislation;
(f) is required or desired to be disclosed to a Party's financial
advisors, banks, contractors or potential investors in the project.
13.3 Each Party shall have the right to independently engage in and
receive full benefits from other business activities, whether or not
competitively with the joint venture hereby created, without consulting the
other Party, and no Party shall have any obligation to the other Party with
respect to any opportunity to acquire any assets at any time outside the terms
of the joint venture hereby constituted.
ARTICLE XIV - COVENANTS
-----------------------
14.1 The Owner/Operator covenants with Liberty as follows:
(a) the Owner/Operator is a company duly incorporated, validly existing
and in good standing under the laws of the Federal Republic of Nigeria
and that it has all necessary corporate powers to enter into this
Agreement and to carry on business herein contemplated;
(b) the Owner/Operator is the lawful licensee of OPL 237 and lawful lessee
of OML 112 and the geographic area contained therein, and the
Owner/Operator has not transferred, conveyed, sold or in any way
encumbered its interest as licensee of OPL 237 or OML 112;
(c) the form of oil mining lease called Oil Mining Lease No. 112 (which is
attached hereto as Schedule "A") is, to the best of the knowledge and
belief of the Owner/Operator, the present and subsisting oil
prospecting licence for the geographic area contained therein, and OML
112 is in good standing as to the Government and all other regulatory
agencies and authorities;;
(d) the form of oil prospecting licences called Oil Prospecting Licence
No. 237 (which is attached hereto as Schedule "B") is, to the best of
the knowledge and belief of the Owner/Operator, the present and
subsisting oil prospecting licence for the geographic area contained
in Concession Block 237, and OPL 237 is in good standing as to the
Government and all other regulatory agencies and authorities
(e) During the term of this Agreement Owner/Operator shall ensure that all
requirements imposed by the Government and necessary to maintain OML
112, OPL 237 and, if issued, the Oil Mining Lease are timely
satisfied. Any costs incurred by the Owner/Operator in satisfying such
operations as they relate to the Deep Zone shall comprise part of the
Petroleum Costs
(f) the Owner/Operator shall assist in the promotion and successful
conduct of the joint venture including obtaining and providing Liberty
with (1) all necessary Government and other approvals required to
perform the Joint Operations, and (2) if requested by Liberty, any
material correspondence or other documentation hereafter filed or
prepared for filing with the Government by the Owner/Operator that
relates to the IMA Field;
(g) The Owner/Operator shall provide or shall procure all necessary
technical and operational support for the conduct of the Joint
Operations as required from time to time pursuant to the terms of this
Agreement and the Joint Operating Agreement and shall conduct its
activities in accordance with good oil field practices; and
(h) The Owner/Operator shall refrain from entering into any amendments to
or modifications of the documents establishing OML 112 or OPL 237
without the consent of Liberty, which consent shall not be
unreasonably withheld.
14.2 Liberty covenants as follows:
(a) Liberty is a corporation duly incorporated, validly existing and in
good standing under the laws of the Bahamas and has all necessary
corporate powers to enter into this Agreement and to conduct and to
carry on business as herein contemplated;
(b) Except for the pledge of its interest in the Deep Zone to the
Owner/Operator and to Total International Limited and Credit Suisse
First Boston, Liberty has not transferred, conveyed, sold or in any
way encumbered its interest in the Deep Zone; and
(c) Liberty shall assist in the promotion and successful conduct of the
joint venture including obtaining and providing the Owner/Operator
with if requested by the Owner/Operator, any material correspondence
or other documentation hereafter filed or prepared for filing with the
Government by Liberty that relates to the IMA Field; and
(d) Except as set on Schedule E attached hereto, there are no pending
litigation, bankruptcy, insolvency, or similar proceedings that will
affect Liberty=s ability to perform its obligations hereunder.
ARTICLE XV -DEFAULT
-------------------
15.1 If any Party ("Defaulting Party") fails to comply with the terms
of this Agreement, the other Party hereto ("Non-Defaulting Party") shall have
the right to serve on the Defaulting Party a formal notice (a "Default Notice"),
which notice shall specify in reasonable detail the events causing such default.
If such default continues for more than thirty (30) days after the date of
notification, then until such time as the Defaulting Party has remedied its
default in full, the Defaulting Party=s rights and remedies under this Agreement
shall be suspended.
15.2 The remedies provided in Article 15.1 shall be without prejudice
to any other rights available to the Non-Defaulting Party whether at common law,
pursuant to statute or otherwise.
ARTICLE XVI - MISCELLANEOUS
---------------------------
16.1 This Agreement may be amended only by a written instrument
executed by the Parties.
16.2 This Agreement supersedes any and all other agreements, oral or
written, among the Parties in respect of the subject matter contained herein.
16.3 Each of the Parties shall execute and deliver such other
certificates, agreements and other documents and take such other actions as may
reasonably be required by the other Party in order to consummate or implement
the transactions contemplated by this Agreement.
16.4 The liability and obligation of the Parties hereto shall be
several and not joint or collective and each Party shall be responsible only for
its obligations as herein set forth. It is expressly declared that it is not
the purpose of this Agreement to create any partnership or syndicate and neither
this Agreement nor the operations hereunder shall be construed or considered as
creating any partnership or syndicate.
16.5 All notices, requests, demands, or other communications hereunder
shall be delivered by hand or sent by mail as appropriate or by facsimile, telex
or telegram to the Parties at the address provided below:
Owner/Operator:
Amni International Petroleum Development
Company Limited
Xxxx 0000X Xxxxxxx
Xxxxxx Xxxxxx
Xxxxxxxx Xxxxxx. X.X. Xxx 00000
Falomo, Ikoyi
Fax: 000 000 000 0000
Attn: Xxxxx X. Xxxxxxx
Managing Director
Liberty:
Liberty Technical Services Ltd.
Suite 140
14811 Xx. Xxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
X.X.X.
Fax: (000) 000 0000
Attn: Xxxxxxx Xxxxxxxx
With a copy to:
Liberty Technical Services Ltd.
00 Xxxxxxxxx Xxxx
Xxxxx, Xxxxx, Xxxxxxx
Fax: 000 000 0000 0000
Attn: Xxxx Xxxxxxxxx
Any Party may from time to time change its address for service hereunder
upon written notice to the other Party. Any notice may be served by
personal delivery or by mailing the same by registered post, in a properly
addressed envelope addressed to the Party to whom such notice is to be
given at its address for service hereunder and shall be deemed to be
received forty-eight (48) hours after the delivery thereof. Any notice may
be served by prepaid telegram, telex or telecopy addressed to the Party to
whom such notice is to be given and any such notice so served shall be
deemed to be given and received by the addressee eighteen (18) hours after
the time of delivery.
16.6 This Agreement may be executed in one or more counterparts and
evidence by facsimile copy thereof and all such counterparts or facsimile copies
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized officers and representatives as of the day and year first
written above.
AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED
Per: /s/ Xxxxx Xxxxxxx
-------------------
Title: Managing Director
-------------------
LIBERTY TECHNICAL
SERVICES LTD.
Per: /s/ Xxxx Xxxxxxxxx
-------------------
Title:
THIS IS SCHEDULE "A" TO THE JOINT VENTURE AGREEMENT MADE EFFECTIVE AS OF JUNE
30, 1998 BY AND BETWEEN AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED
AND LIBERTY TECHNICAL SERVICES LTD.
OIL MINING LEASE 112
THIS IS SCHEDULE "B" TO THE JOINT VENTURE AGREEMENT MADE EFFECTIVE AS OF JUNE
30, 1998 BY AND BETWEEN AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED
AND LIBERTY TECHNICAL SERVICES LTD.
OIL PROSPECTING LICENCE NO. 237
THIS IS SCHEDULE "C" TO THE JOINT VENTURE AGREEMENT MADE EFFECTIVE AS OF JUNE
30, 1998 BY AND BETWEEN AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED
AND LIBERTY TECHNICAL SERVICES LTD.
OPERATING AGREEMENT AND ACCOUNTING PROCEDURE
Means the operating agreement executed on even date herewith between the
Parties with respect to the Deep Zones of the IMA Field.
THIS IS SCHEDULE "D" TO THE JOINT VENTURE AGREEMENT MADE EFFECTIVE AS OF JUNE
30, 1998 BY AND BETWEEN AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED
AND LIBERTY TECHNICAL SERVICES LTD.
MAP OF THE IMA FIELD
[MAP OF THE IMA FIELD]
IMA FIELD, OML 112 (FORMERLY OPL 469) ) AND OPL 237
-------------------------------------------------------------
DEEP ZONES:
All geological formations within and around the Ima Field that are north
(upthrown) and south (downthrown) of the geological fault dividing the Ima
Field, all depths below the geological producing reservoir within the Ima Field,
known as the * F + sand, as currently shown on the maps and schematic
cross-section materials covering the Ima Field annexed hereto as Schedule A, or
a depth of 12,150 feet (true vertical depth), whichever is the lesser depth,
lying within the geological co-ordinates along the northern boundary of OML 112
and OPL 237, to the south boundary of OML 112, to the western boundary of OML
112 and to the eastern boundary of 550,000m E, as annexed hereto as Schedule B.
THIS IS SCHEDULE "E" TO THE JOINT VENTURE AGREEMENT MADE EFFECTIVE AS OF JUNE
30, 1998 BY AND BETWEEN AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED
AND LIBERTY TECHNICAL SERVICES LTD.
SCHEDULE OF PENDING LITIGATION
1. Cause No. 98-24830; Weatherford Enterra U.S., Limited Partnership x. Xxxxxx
Resource Corporation, Abacan Services (USA) Corporation, Abacan Technical
Services, Ltd., Abacan Resources (Nigeria), Ltd. and Liberty Technical
Services, Ltd. filed on May 27, 1998 in the 61st Judicial District Court of
Xxxxxx County, Texas (AWeatherford Lawsuit@).
2. Cause No. 98-20214; Global Marine International Services Corporation x.
Xxxxxx Technical Services Limited filed on April 28, 1998 in the 000xx
Xxxxxxxx Xxxxxxxx Xxxxx xx Xxxxxx Xxxxxx, Xxxxx
